b. Terms / rights attached to equity shares
The Company has only one class of equity shares having a par value of H 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends, if any, in Indian rupees. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.
In the event of liquidation of Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
The Company has entered into an working capital demand loan agreement with Axis bank limited. The agreement is in the nature of working capital demand loan including bank overdraft arrangement, wherein limit of H 1,000 million includes bank overdraft of H 400 million. Axis bank limited loan is secured by first charge on Pari-passu charge on Current assets of the Company. However the limits provided by Axis Bank were closed and charge of assets were also satisfied during 2023-2024. Hence No limits are available as on 31 March 2024
The Company has entered into an working capital demand loan agreement with HDFC bank limited. The agreement is in the nature of working capital demand loan, wherein limit of H 2,750 million. HDFC bank limited loan is secured by first Pari-passu charge on Current assets of the Company.
The Company has entered into an intercompany loan agreement with LM Wind Power Blades (India) Private Limited (pool leader) w.e.f. 22-Nov-2023. The agreement is in the nature of cash pool arrangement, wherein funds are borrowed from the pool leader's current account at start of the day and the amount is repaid at the end of the same day. The pool leader charges interest at an interest rate equal to the variable interest rate for each interest period plus the spread for pool leader's loans. Further, due to voluminous nature of transactions, movement for acceptance and repayment of loans from cash pool arrangement has been disclosed on net basis.
* The Company has foreign currency payables amounting to H 840.0 million relating to import of goods or services transactions for a period of more than 6 months as at March 31, 2024. As per Reserve Bank of India's (RBI) Master Direction on Import of Goods and services, prior approval for extension from AD-I Category Bank/RBI should be obtained, except with foreign currency payable paid within six months period or 12 months period (if the date of shipment for imports made on or before July 31, 2020).
As per the long - term contracts, amount is payable for more than six months due to retention money held which will be released upon completion of milestone or due to subsequent developments of contracts based upon such outstanding payables are not yet due.
In past the company had received approvals from the AD-I Category Bank/RBI. The Company will obtain approval as and when required from the AD-1 Category Bank/RBI for extension of the period of foreign currency payable.
*On 23 May 1997 Haryana Power Generation Corporation (HPGC) executed contracts with Alstom Germany and Alstom India (then ABB entities, predecessor in interest of the Alstom entities mentioned). On 17 April 2000 Alstom terminated the contracts due to breach by HPGC for nonpayment of milestone payments due. In May 2001 HPGC encashed the bank guarantees of the two Alstom entities. Alstom then invoked arbitration. Arbitration proceedings lasted 9 years and the tribunal issued a reasoned unanimous award in May 2010. HPGC then filed objections to the award in the district court of Panchkula and High Court of Chandigarh. Alstom won in all forums. Thereafter HPGC moved a special leave petition in the Supreme Court which is currently pending. Alstom / GE argued for and the Supreme court passed an order granting leave and issued an interim stay on the operation of the award, subject to payment of H 1,000 million (against bank guarantee).
The amount of H 1,000 million alongwith interest earned thereon amounting to H 488.9 million (previous year H 423.9 million) is thus held in trust pending final order and presented as "other current financial liabilities".
Warranty - A provision for warranties is recognised when the underlying products or services are sold. The provision is based on technical evaluation, historical warranty data and a weighting of all possible outcomes by their associated probabilities.
Contingencies/ others - Provision for contingencies represents estimates made mainly for probable claims arising out of litigations / disputes pending with various authorities.
Loss orders - Provision for loss orders is created in onerous contracts. A contract is considered to be onerous when the expected economic benefits to be derived by the Company from the contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision for an onerous contract is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract.
Performance obligation
Information about the company's performance obligation are summarised below:
(i) Execution of construction contracts
Construction contracts are ordinarily presumed to consist of combined obligations which are not distinct in the context of the contract (i.e., single performance obligation). This is highly attributed to the long-term construction-nature of the projects, whereby deliverables are typically highly interrelated and combined. The typical scope of long term contracts arrangements includes a composite range of activities viz. engineering, procurement, manufacturing, construction and servicing etc. of power plants and equipment. Revenue from contracts, where the performance obligations are satisfied over time and other consideration, is recognized as per the percentage of completion method.
(ii) Execution of sale of products
Revenue is recognized at a point in time when control of the products passes to the customer.
(iii) Execution of sale of services
Sale of services are recognized in the period in which the services are rendered.
Remaining performance obligation
As of 31 March 2024, the aggregate amount of the contracted revenues allocated to unsatisfied (or partially unsatisfied) performance obligations was H 33,090 million (previous year H 36,153 million). The conversion to revenue is highly dependent on meeting the delivery schedules, contractual terms and conditions with customers, availability of customer sites, changes/variation in scope /price etc. In view of these, it is not practical to define the accurate percentage of conversion to revenue.
34. GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS I) Gratuity
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The plan is funded with an insurance company in the form of a qualifying insurance policy.
The following tables summarise the components of net employee benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for the respective plans.
Future mortality rate is based on published rates under the Indian Assured Lives Mortality (2012-14) Ult table.
*The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
The expected contribution payable to the plan next year is H 80.0 million (31 March 2023 : H 80.0.million).
g) Sensitivity analysis
Gratuity is a lump sum plan and the cost of providing these benefits is typically less sensitive to small changes in demographic assumptions. The key actuarial assumptions to which the benefit obligation results are particularly sensitive to are discount rate and future salary escalation rate. The following table summarizes the impact in percentage terms on the reported defined benefit obligation at the end of the reporting period arising on account of an increase or decrease in the reported assumption by 50 basis points.
II) Provident fund
In respect of certain eligible employees, the Company has a provident fund plan which is administered through a trust. The Trust deed provides for the Company to make good any deficiency in the interest to be paid by the Trust to it's members and the income earned by it. Accordingly the plan is as a defined benefit plan. The Company has obtained an actuarial valuation of the provident fund liability as at the Balance Sheet date and accordingly the Company has recognised a provision of H Nil million (previous year HNil million) towards provident fund liability.
Following tables summarise the components of net employee benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet, the total provident fund liability as per the Trust's accounts and plan assets held by it are given below:
35. SEGMENT INFORMATION
An operating segment is a component that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the other components, and for which discrete financial information is available. The operating results of each of the functions are not considered individually by the Chief Operating Decision Maker (CODM), the functions do not meet the requirements of Ind AS 108. Therefore Company's business activity falls within a single operating segment i.e. Power Generation equipment and related services.
Chief Operating Decision Maker (CODM) of Company is the Managing Director, along with the Board of Directors, who review the periodic results of the Company.
37. CORPORATE SOCIAL RESPONSIBILITY
As per Section 135 of the Companies Act, 2013, a company needs to spend at least two per cent of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. A 'Corporate Social Responsibility' (CSR) Committee has been formed by the company as per the act. The CSR Committee and Board had approved the projects with specific outlay on the activities as specified in Schedule VII of the Act, in pursuance of the CSR Policy.
a) Gross amount required to be spent by the Company during the year is H nil (previous year H 0 million)
b) Amount voluntary spent during the year on :
38. CAPITAL AND OTHER COMMITMENTS
Estimated amount of contracts remaining to be executed on capital account and not provided for net of advances H 7.2 million (31 March 2023 : H 3.0 million)
39. CONTINGENT LIABILITIES
|
Particulars
|
As at
|
As at
|
31 March 2024
|
31 March 2023
|
a) Demands relating to tax matters :-
|
|
|
i) Sales tax matters
|
1,816.9
|
1,745.0
|
ii) Excise duty matters
|
-
|
221.4
|
iii) GST matters
|
90.3
|
74.6
|
iv) Income tax matters
|
993.4
|
878.8
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b) Amounts not acknowledged as debts
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1,145.8
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1,138.4
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Based on the favorable decision in similar cases / legal opinions taken by the Company / discussions with the solicitors etc., the Company believes that it has good cases in respect of all the items listed under (a) and (b) above and hence no provision is considered necessary.
42. FINANCIALINSTRUMENTSANDFAIRVALUEMEASUREMENTS-ACCOUNTINGCLASSIFICATION
Accounting classifications and fair values
The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in current transaction between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair value :
1 Fair valuation of financial assets and liabilities with short term maturities is considered as approximate to respective carrying amount due to the short term maturities of these instruments.
2 Fair value of non-current financial assets and liabilities has not been disclosed as there is no significant difference between carrying value and fair value.
The following tables shows the carrying amounts and fair value of financial assets and financial liabilities, including their levels in the fair value hierarchy.
For fair value hierarchy refer note 2.1.5.
43. FINANCIAL RISK MANAGEMENT
Financial risk relates to Company's ability to meet financial obligations and mitigate exposure to broad market risks, including volatility in foreign currency exchange rates and interest rates and commodity prices; credit risk; and liquidity risk, including risk related to our credit ratings and our availability and cost of funding. Credit risk is the risk of financial loss arising from a customer or counterparty failure to meet its contractual obligations. The Company faces credit risk in its industrial businesses, as well as in derivative financial instruments activities. Liquidity risk refers to the potential inability to meet contractual or contingent financial obligations (whether on- or off-balance sheet) as they arise, and could potentially impact Company financial condition or overall safety and soundness.
(A) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the receivables from customers; loans and deposits.
The carrying amounts of financial assets represent the maximum credit risk exposure.
(i) Credit risk management
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry and country in which customers operate.
The Company also regularly assesses customer credit risk inherent in the carrying amounts of receivables and contract costs and estimated earnings, including the risk that contractual penalties may not be sufficient to offset its accumulated investment in the event of customer termination. The Company also gains insight into future utilization and cost trends, as well as credit risk, through its knowledge of the installed base of equipment and the close interaction with its customers that comes with supplying critical services and parts over extended periods.
(ii) Provision for expected credit losses
The Company evaluates credit risk based on a variety of data that is determined to be predictive of the risk of loss (including but not limited to external ratings, audited financial statements and collection plan and available press information about customers) and applying experienced credit judgement.
(a) Expected credit loss on financial assets other than trade receivables :
With regards to all financial assets including security deposit amounting H69 million (previous year H64 million) and other financial assets other than security deposits H 103 million (previous year H94 million) with contractual cash flows other than trade receivable, management believes these to be high quality assets with negligible credit risk.
The management believes that the parties from which these financial assets are recoverable, have strong capacity to meet the obligations and where the risk of default is negligible or nil and accordingly no provision for expected credit loss has been provided on these financial assets. Break up of financial assets other than trade receivables have been disclosed on balance sheet.
(b) Expected credit loss for trade receivables
Based on assessment which is driven by the historical experience/ credit rating available in relation to default and delays in collection thereof, the expected credit loss for trade receivables is estimated to be in the range of 8%-11%.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
The Company also monitors the level of expected cash inflows on trade receivables and loans (comprising the undrawn borrowing facilities) together with expected cash outflows on trade payables and other financial liabilities.
(i) Financing arrangements
The Company had access to the following undrawn borrowing facilities as at the end of the reporting period:
Market risk is the risk of loss of future earnings, fair value or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loans and borrowings.
(i) Foreign currency risk
The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD and Euro. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Company's functional currency (INR). The risk is measured through a forecast of highly probable foreign currency cash flows.
The Company manages its foreign currency risk by entering into derivatives such as forward contracts. When a derivative is entered into for the purpose of hedging, the Company negotiates the terms of those derivatives to match the terms of the foreign currency exposure.
The Company exposure to foreign currency risk at the end of the reporting period expressed in H million, are as follows
(D) Commodity price risk
Company is exposed to the risk of price fluctuation in commodities including metals and alloys.The framework and governance mechanism in place to ensure that it is adequately protected from the market volatility. Company proactively manages these risks through sagacious contract negotiation, inventory management and proactive vendor development practices to the maximum extent possible.
Exposure of the Company to various commodities is as follows:
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's debt obligations with floating interest rates.
Exposure to Interest rate risk
The Company has the following exposure in interest bearing borrowings as on reporting date:
The Company's fixed rate borrowings are carried at amortised cost. They are, therefore, not subject to interest rate risk since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
The sensitivity of profit or loss to changes in the interest rates
45 . The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law / accounting standards for material foreseeable losses on such long term contracts (including derivative contracts) has been made in the books of account.
a. During the current year ended 31 March 2024, there is no exceptional item
b. During the previous year ended 31 March 2023, the Company rationalised it's manufacturing facility at Durgapur to meet the changing business demands and incurred cost of H 106.9 million, which has been disclosed under exceptional item.
47. CAPITAL MANAGEMENT
The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital, as well as the level of dividends to equity shareholders.
The board of directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowing and the advantages and security afforded by a sound capital position.
48. SHARE BASED PAYMENTS
A) Employee share purchase plan (ESPP)
Under the globally designed employee share purchase plan (Plan), all the permanent employees of the Company get an opportunity to buy a stake in the General Electric Co, USA (being the ultimate holding Company). An employee can invest upto a maximum of 25% of their monthly salary (eligible for provident fund) in the shares of General Electric Co, USA. The Company makes a matching contribution of 15% on every purchase made by the employee. All share are bought at market price on the transaction date. The fair value of the share granted under the plan is determined on the basis of market value of the shares on the grant date. During the year, the following numbers of shares were purchased at the below mentioned weighted average fair value:
B) Employees stock options
The employees are entitled to shares of General Electric Co., USA, the ultimate holding company. Details of these plan is given below.
The ultimate holding company (General Electric Co., USA) grant stock options, restricted stock units to employees under the 2007 and 2022 Long-Term Incentive Plan post approval of Board of directors of ultimate holding company. Incentive stock options can be granted only to employees.
As restricted stock units (RSU's) and stock options have been granted at the fair value of option on the grant date, therefore the Company measure and disclose the employee's compensation expenses relating to restricted stock option units and stock options using the fair value.
The employees' compensation expense for stock options & RSU's during the year ended 31 March 2024 amounts to H 27.5 million as included under salaries and wages, charged in the statement of profit and loss during the year. Further, the Ultimate Holding Company raises charge to the Company for both stock options and RSUs.
The options become exercisable over the vesting period (typically three or five years) and expire 10 years from the grant date if not exercised. Restricted stock units (RSU) provide an employee with the right to receive shares of GE stock when the restrictions lapse over the vesting period.
49 . The Company had entered into an agreement with Navayuga Engineering Company Limited ("NECL”) on 29 December
2017 for design, engineering, manufacturing, supply, erection, testing and commissioning of 12 x 80MW capacity vertical full Kaplan Turbine generator along with all associated auxiliary and ancillary equipment. On 19 July 2019, the Company received an intimation from NECL for stopping all works on the project with immediate effect. On 12 March 2020, the Company terminated the contract due to prolonged suspension of work by NECL due to no certainty on resumption of work in the near future. Soon thereafter, NECL encashed the two advance bank guarantees (ABGs) amounting to INR 1,309.3 million and performance bank guarantee (PBG) amounting to INR 409.2 million. As on 31 March 2022, the Company has netted off such encashment of ABGs against the advances outstanding as on that date and presented the encashed PBG under Other non current assets. Based on an internal assessment and legal advice obtained, the management is of the view that NECL has unfairly encashed the bank guarantees without settling the Company's claims as per the contract towards works performed. Based on available facts and management assessment, the Company expects favorable outcome through dispute resolution process. The Company has initiated the arbitration proceedings against NECL. The arbitration is ongoing. Witness cross examination has been completed. Next date of hearing is in July, 2024
50 . In respect of the fire incident on July 20, 2022, at the Flue Gas Desulphurization System project site at Solapur, Maharashtra,
leading to damage of certain items, the current estimated loss on account of this incident is H 997.5 million. The Company has filed its interim insurance claim against loss, net of deductibles, salvage value etc, of which it has received H 400 million in March 2024.
51. In respect of the fire incident on May 21, 2023, at the covered main store in the Flue Gas Desulphurization System project at NTPC Sipat, Chattissgarh, leading to damage of items stored therein, the estimated loss of H 694 million had been accounted under "Cost of material and erection services” in the books of account for the year ended March 31, 2024. The Company had raised the first interim claim of H 100 million for on-account payment against the fire incident that occurred in the main store of Flue Gas Desulphurization System project at NTPC Sipat, Chhattisgarh on May 21, 2023. The Company received payment of H 100 million on 15th February 2024 towards the interim claim. Surveyor's visits have been progressively carried out to assess the loss. The restoration works are in progress and are expected to be completed by end of December 2024.
52 . The Company has incurred significant losses during the current year ended 31 March 2024 and the previous two financial
years ended 31 March 2023 and 31 March 2022. As at 31 March 2024, the net worth of the Company is H 573.5 million and current liabilities exceeds current assets by H 708.7 million. Considering, the business plan for next one year which have been approved by the Board of Directors, the Company is expected to generate cash from operations.
The funding requirement of the Company will be met through flow of funds from operations, unutilized cash pool facility from GE Group and unutilized credit facility from banks which has been approved by the shareholders of the Company in Annual General Meeting (AGM) dated 28 August 2023, Parent Corporate Guarantee on all fund based and non fund based facility obtained from banks which has been approved by the shareholders of the Company through Postal ballot dated 06 December 2023 and retention money expected to be realized within one year from the balance sheet date.
Based on above, the Company is capable of meeting its liabilities existing at the balance sheet date as and when they fall due for payments within a period of one year from the balance sheet date and the use of going concern assumptions has been considered appropriate by the Management in preparation of the above financial statements of the Company.
53 . The Company has established a comprehensive system of maintenance of information and documents as required by the
transfer pricing regulation under Sections 92-92F of the Income-tax Act, 1961. Since, the law requires existence of such information and documentation to be contemporaneous in nature, the Company continuously updates its documentation to determine whether the transactions entered into with the associated enterprises during the financial year on an arm's length basis. The management is of the opinion that such transactions are at arm's length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.
54 . The Company is maintaining its proper books of account as required by law except for the keeping backup on daily basis
for such books of account maintained in electronic mode on the server physically located in India through out the year.
55. Ministry of Corporate Affairs (MCA) vide its notification number G.S.R. 206(E) dated March 24, 2021 (amended from time to time) in reference to the proviso to Rule 3 (1) of the Companies (Accounts) Amendment Rules, 2021, introduced the requirement of only using such accounting software w.e.f April 01, 2023 which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled. The Institute of Chartered Accounts of India ("ICAI”) issued an "Implementation guide on reporting on audit trail under rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (Revised 2024 edition)” in February 2024 relating to feature of recording audit trail.
The Company has identified relevant applications that record financial transactions, along with the primary SAP system to which the aforementioned provision and guidance apply. Basis the applications identified, the Company has made an assessment that in respect of a) one accounting software has a feature of recording audit trails (edit log) facility which was enabled throughout the year at application level but not enabled at database level b) for other accounting software audit trail feature was not enabled, and c) other software operated by third party service organizations for maintenance of payroll records did not have the audit trail feature enabled.
SAP, as primary accounting software, is a highly integrated application and inherently logged all changes made to the books of account and has a feature of recording audit trail of each and every transaction at the application level and audit trail feature was not enabled at the database level.
Only authorized personnel have access to the underlying database for the purpose of system support after obtaining explicit permission from the Company. The Company has enabled logs at the database level which captures objects edited along-with timing and personnel identity. Any data changes would undergo inherent checks that are built onto application and any impermissible changes at the database level creates multiple errors like operational failure, corrupting of tables etc. and rule out the possibility of such changes.
The Company has established and maintained an adequate internal control framework and based on its assessment, believes that this was effective for the year ended March 31, 2024.
56. No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries”) with the understanding that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
57. In line with the General Electric Company (GE) announcement dated 21 September 2020 to pursue exit from new build coal power market intimated to Stock Exchanges (BSE & NSE) by the Company on 22 September 2020, on 08 February 2022, GE Steam Power - Immediate Holding Company, had written to the Board of Directors of the Company conveying its intention to reduce its stake in the Company and de-promoterise within 36 months, which will be implemented in a staggered manner ("GEPIL Depromoterization”). Through this transition, GE intends to strengthen the Company to operate independently from GE and to achieve its long-term growth plans.
With effect from 02 April 2024 the ultimate holding company of GE Power India Limited has changed from General Electric Company to GE Vernova Inc. as intimated to the stock exchanges on 06 October 2023 and 03 April 2024. There is no update on the progress of GEPIL Depromoterization as of now.
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