The Directors hereby present their Eighty-fourth annual report on the
 business and operations of the Company and the statement of accounts
 for the year ended 31st March, 2000.
 
 FINANCIAL RESULTS
 
 The summarised financial results are :                    Previous Year
                                                  Rupees          Rupees
 
 The profit before tax and after providing
 for depreciation amounted to              198,64,78,397   150,19,88,087
 
 Less : Provision for taxation              58,17,78,157    49,83,93,731
 
 Profit after tax and before statutory
 appropriations                            140,47,00,240   100,35,94,356
 
 Less : Statutory appropriations            15,49,23,572     9,86,32,067
 
 Distributable Profit                      124,97,76,668    90,49,62,289
 
 which the Directors have appropriated to :
 
 (i) Proposed Dividend                       3,29,82,845    24,44,12,158
 
 (ii) Interim Dividend                      24,40,73,053             Nil
 
 (iii) Net provision for Dividend for
 earlier years                                     2,183             Nil
 
 (iv) General Reserve                       45,00,00,000    30,00,00,000
 
 leaving a balance carried forward of       52,27,18,587    36,05,50,131
 
 The Directors declared an interim
 dividend for the year 1999-2000 at Rs.
 3.70 per share on Equity Shares
 (including 59,450 shares not allotted but
 held in abeyance) (1998-99 Rs. 3.70 per
 share)                                     24,40,73,053             Nil
 
 The Directors recommend a final dividend
 of Re. 0.50 per share, if declared by the
 shareholders at the Annual General
 Meeting                                     3,29,82,845    24,44,12,158
 
 The Directors recommend payment of
 dividend for the year ended 31st March,
 1999 on Equity Shares, which were as on
 31st March, 1999 forfeited, which
 forfeiture was annulled by the Board of
 Directors on 31st January, 2000                   2,183             Nil
 
 POWER SECTOR OUTLOOK
 
 During the current year, power sector reforms have been gaining
 momentum.  In order to accelerate the reforms and the ultimate
 privatisation of the State Electricity Boards (SEBs), the Government of
 India is introducing a new Electricity Bill 2000.  Several States
 including Maharashtra have initiated the reform process of
 corporatisation of the SEBs.  The Maharashtra Electricity Regulatory
 Commission has already started functioning.  Tata Electric Companies
 with their past record and experience will therefore be having
 increasing opportunities for accelerated growth.  In the recent past,
 Tata Electric Companies have grown from being a Maharashtra-based power
 company supplying Mumbai area, to a national player, presently
 operating in Karnataka, Bihar and Madhya Pradesh.  In the current phase
 of reforms, Tata Electric Companies will be targeting much larger
 projects in various States.
 
 MERGER
 
 The Board of Directors has approved a scheme to merge the Company and
 The Tata Hydro-Electric Power Supply Company Limited with The Tata
 Power Company Limited.  Based on an independent valuation, the Board
 approved a swap ratio of 4 shares in The Tata Power Company Limited for
 5 shares of the Company.  The merger will result in a much stronger
 Balance Sheet, greater leverage for Tata Electric to participate in
 large projects and from the investors' view point it will also improve
 liquidity.  The change in stamp duty structure facilitated the merger
 during the current year.
 
 PERFORMANCE HIGHLIGHTS
 
 The outlook of demand in Mumbai for power generated by Tata Electric is
 encouraging.  Because other generation capacities for Mumbai are fully
 loaded, further growth in electricity demand of 4-6% per annum in
 Mumbai will accrue to the Companies.  TEC have accelerated their direct
 marketing initiatives and have set up consumer substations at different
 load centres in North Mumbai.
 
 Tata Electric Companies' on-going projects are being implemented to
 schedule.  The refurbishments of the 3x24 MW Hydro Units at Bhivpuri
 were completed and commissioned during the financial year.  The 2x120
 MW Units at Jamshedpur are also progressing as per schedule with the
 first Unit due to be commissioned by December, 2000.  The plant and
 equipment for 80 MW Unit at Belgaum has been delivered at site and the
 erection activities are progressing to schedule for commissioning by
 the year-end.  The operations of the 67.5 MW Unit at Jamshedpur have
 also been at a very high level with Plant Load Factor of 91%.  Overall,
 the whole year has been of steady progress for Tata Electric which has
 contributed to the very good results.
 
 CORPORATE HIGHLIGHTS
 
 A) FINANCIAL HIGHLIGHTS
 
 The distributable profits for the year were higher at Rs. 125 crores as
 compared to Rs. 91 crores for the previous year.  In the last ten
 years, the Company has been achieving higher record profits each year,
 resulting in a compound annual growth of 32%.The Company declared an
 interim dividend of 37% during the year and has recommended a final
 dividend of 5%.
 
 The Companies once again made the returns allowed under the Electricity
 (Supply) Act, 1948 for the 51st year in succession.  Profit from the
 captive power plants continues to increase due to higher performance
 levels at Jojobera and Wadi Stations.
 
 An issue which was unresolved for the last couple of years, was
 regarding the fair sharing of standby charges.  The Government of
 Maharashtra, through its Order, has directed that your Company and its
 distribution licensee share the standby charges at the same rates and
 conditions as charged by MSEB to TEC.  While awaiting receipt of the
 payment, the Companies have taken this into account for the year ended
 31st March 2000.
 
 In anticipation of our growth plans, your Companies had raised funds
 which were, as expected, surplus till absorbed by the Companies'
 capital expenditure and investment plans.  This temporary surplus has
 been judiciously deployed generating a non-recurring income of Rs. 48
 crores through buy-back of Yankee Bonds of U.S. $ 60 million, purchase
 and sale of mutual fund units and securities.  At the year end, the
 surplus accumulated generation of previous years have been
 substantially invested in projects and long-term strategic investments.
 It is expected that the remaining surplus funds would also be shortly
 deployed and yield operating income for the Companies.
 
 The rate of return was delinked from the bank rate for investments made
 after 1-4-1999 and is pegged at 16% per annum.  The Companies are
 continuing their efforts to delink the rate for the earlier periods
 also.
 
 The draft Electricity Bill 2000 has proposed a market- based pricing to
 be approved by the Regulator as part of the Government's effort to make
 the power sector a competition driven sector.
 
 The Companies continue to maintain the highest rating of AAA and LAAA
 awarded by CRISIL and ICRA respectively for its borrowings. During the
 year, the Company issued Debentures aggregating to Rs.115.50 crores on
 private placement basis.
 
 The total deposits and loans from the public, shareholders and
 employees outstanding as on 31st March 2000 amounted to Rs.1 5.05
 crores.  521 deposits amounting to Rs. 41.54 lakhs matured, but had not
 been claimed or renewed by the depositors as on that date.  Out of
 these, 107 deposits amounting to Rs.8.61 lakhs have since been renewed
 or repaid.
 
 The notes to the accounts referred to in the Auditors' Report are
 self-explanatory and, therefore, do not call for any further comment.
 
 OPERATIONAL HIGHLIGHTS
 
 Hydro Power
 
 Hydro generation of the Companies was at a high of 1613 Million Units
 (MUs) during the year as compared to 1350 MUs in 1998-99.
 
 At Bhivpuri Generating Station, installation of the three new 24 MW
 Units of improved efficiency was successfully completed together with
 the commissioning of a new penstock.  This would enable generation of
 about 25 MUs additional energy every year, from the same amount of
 water, due to better efficiency of the turbines and lower friction
 losses in the penstocks.
 
 The first phase of the kundli Water Augmentation Scheme was also
 completed and about 23 MUs of additional energy was generated.
 
 Thermal Power
 
 Trombay Thermal achieved a thermal generation of 7360 MUs in 1999-2000
 as compared to 7670 MUs in the previous year.  The thermal units
 operated with an overall plant availability of 88.9% as compared to 84%
 last year.
 
 Power System Improvements
 
 The transmission and distribution losses in the Tata Electric System
 for the year were again at an all time low of 2.2% (2.3% for the
 previous year), which indicates a very well designed and maintained
 System.
 
 The transmission and distribution network was strengthened to maintain
 the reliability of power supply.  The highlights are as under :
 
 An additional 110 kV line between Trombay Thermal Power Station and
 Parel Receiving Station, using existing 110 kV network which will
 enhance the capacity of Parel Receiving Station.
 
 The existing transmission and distribution network has been further
 strengthened during the year to maintain the reliability of power
 supply by commissioning of two new sub-stations at Bandra-Kurla Complex
 and at Bandra-BMC Pumping Station, addition of new high voltage cables,
 transmission lines, shunt capacitors, SCADA systems, replacement of
 circuit breakers, etc.  at various generating and receiving stations.
 
 Electronic Research and Development
 
 Electronic Research and Development Services forged ahead with the
 initiation/award of several repeat orders for the supply of Rugged
 Computers, Fault Tolerant Systems, High Performance Graphics
 Workstations and Platform Hoisting and Retraction Systems during the
 year.  Orders have also been received from CLW, Indian Railways for the
 supply of sub-systems for Locomotives.
 
 POWER MARKETING
 
 The Companies' proposal for setting up a 220 kV
 
 Receiving Station at Backbay has been cleared by all Government
 agencies and construction of the Receiving Station and 220 kV
 underground transmission lines and fibre optic network from Dharavi
 Receiving Station to Backbay along the Western side of the city is in
 an advanced stage.
 
 The 220 kV Receiving Station is scheduled to be commissioned by March
 2001 which will enhance the reliability of power supply to South
 Mumbai, as it would complete the Ring Distribution system for Mumbai
 city.
 
 Trombay Repowering Project
 
 TEC have submitted a proposal to the Maharashtra Government to re-power
 their existing two 500 MW multifuel fired Thermal Units by the
 installation of 2x225 MW Gas Turbines.  This project is unique insofar
 as it offers the users of Mumbai the lowest capital cost for additional
 power required for Mumbai.  Against a norm of about Rs.3 crores per MW,
 this project will cost only Rs.1.9 crores per MW for an additional
 generation of 450 MW.  Further, it will improve efficiencies of the
 existing plants and ultimately result in more competitive power tariff.
 It is also more environment-friendly and being nearest to the city will
 enable is landing, protecting the consumers from power breakdowns in
 the Western Grid.  The Companies are also actively pursuing
 opportunities for increasing the distribution business in the State.
 
 GROWTH PLANS
 
 2x120 MW Units at Jojobera Station
 
 A substantial part of the project activities (68%) for Unit II of 120
 MW has been completed.  Hydro Test of the first Boiler has been
 successfully done on 24th January 2000.  All the materials required for
 successful commissioning of the Unit by December 2000 are now at
 Jojobera site and work on all the fronts is progressing satisfactorily.
 
 Drum lifting for the Unit No. III of 120 MW had been successfully done
 in the month of March 2000 and the first Unit will be commissioned by
 the year end.
 
 As already stated earlier, the exercise of re-powering the existing 500
 MW Units at Trombay will provide the Mumbai consumer with low cost
 power by improving the efficiency of the existing Units 5 and 6.
 
 LNG Business
 
 TEC have a long-term strategic interest in the Liquid Natural Gas (LNG)
 industry as it will offer their Thermal Power Plant at Trombay greater
 fuel economy, efficiency and is a cleaner fuel from the environmental
 point of view.  It will also provide fuel for re-powering the existing
 two 500 MW Units.  A joint venture company, India Natural Gas Company
 Limited (INDIGAS) with TOTALFINA Elf of France has been formed.  A
 Joint Co-operation Agreement has also been signed with Gas Authority of
 India Limited (GAIL) for their participation as equal partner in the
 joint venture company.
 
 Multi-fuel Jetty
 
 After persistent efforts, the Companies have been awarded a Build, Own,
 Operate and Transfer License by Mumbai Port Trust.  The jetty will
 ensure timely supplies of fuels for Trombay Thermal Power Station.  The
 implementation will be taken up concurrently with the LNG facilities.
 
 1000 MW Mangalore Power Project
 
 The Government of Karnataka has approved TEC's participation as
 co-promoters (with 30% equity stake) in the 1000 MW Mangalore Power
 Project (MPC) with China Light & Power- Power International.  Efforts
 are on to evolve a suitable payment security structure for MPC and
 progress the further development of this major project.
 
 The project is among the eight major projects identified by the
 Government of India and has several positive features.  Firstly, being
 coal-based, the fuel pricing is more stable.  All statutory clearances
 are in place and the counter guarantee has also been cleared by the
 Government of India.  The Karnataka Government is considering alternate
 to the escrow mechanism after which the project would be moving forward
 with greater momentum.
 
 Wadi Station
 
 An additional 110 TPH boiler along with 25 MW Unit 3 is being added to
 increase the capacity of the existing power plant to 75 MW.
 
 TELECOM AND BROADBAND BUSINESS
 
 TEC are poised to exploit the potential of exponential growth in
 broadband business in India.  The city of Mumbai accounts for 30% of
 the national e-business traffic.  TEC already have a 400 kms.  Optic
 Fibre Network and an additional 1200 kms.  Right of Way for further
 development in Mumbai, which would cover the entire Greater Mumbai
 including the commercial, residential and industrial centres in the
 city.
 
 TEC will spearhead the Tata Group's thrust into telecom infrastructure
 and will synergise their activities with other Group companies, to
 optimally exploit the potential of the Communications and Information
 Systems Business Sector.
 
 You will see that Tata Electric is aiming to become a much larger
 national player in the power sector and into interrelated
 infrastructure like LNG and broadband/communication businesses.
 
 TATA GROUP PURPOSE
 
 Our purpose in TATA is to improve the quality of life in India.  Tatas
 do this through leadership in sectors of National Economic significance
 to which they bring unique set of capabilities.  The heritage of
 returning to society what we earn evokes Trust among consumers,
 employees, shareholders and the community.  This heritage will be
 continuously enriched by formalising the high standards of behaviour
 expected from employees and the Companies.  The Tata name is a unique
 asset representing leadership with Trust.  Leveraging this asset to
 enhance group synergy and become globally competitive is the route to
 sustained growth and long term success.
 
 12.0 OUR VALUES
 
 The five Tata values are :
 
 a) Integrity
 
 b) Understanding
 
 c) Excellence
 
 d) Unity
 
 e) Responsibility
 
 Integrity
 
 We must conduct our business fairly, with honesty and transparency.
 Everything we do must stand the test of public scrutiny.
 
 Understanding
 
 We must be caring, showing respect, compassion and humanity for our
 colleagues and customers around the world, and always working for the
 benefit of India.
 
 Excellence
 
 We must constantly strive to achieve the highest possible standards in
 our day-to-day work and in the quality of the goods and services we
 provide.
 
 Unity
 
 We must work cohesively with our colleagues across the group and with
 our customers and partners around the world, building strong
 relationships, based on tolerance, understanding and mutual
 cooperation.
 
 Responsibility
 
 We must continue to be responsible, sensitive to the countries,
 communities and environments in which we work, always ensuring that
 what comes from the people goes back to the people many times over.
 
 The name TATA says it all.  It encompasses the lowest common Tata
 denominator the way others see us
 
 TRUST
 
 ACCEPTABILITY
 
 TRANSPARENCY
 
 ACCOUNTABILITY
 
 CORPORATE GOVERNANCE
 
 The basic philosophy of corporate governance in the Companies is to
 have fidelity and transparency, keeping in view the needs and interests
 of other stakeholders.  The Companies believe that good corporate
 practices enable the Board to direct and control the affairs of the
 Companies in an efficient manner and to achieve their ultimate goal of
 maximising the stakeholder value.  Realising this,the Companies have
 adopted many practices over the last few years, prior to the same being
 made mandatory, viz. Constitution of an Audit Committee, Remuneration
 Committee, etc.  The Companies are committed to transparency in all
 their dealings and to provide better services and place uncompromising
 emphasis on integrity and regulatory compliance.
 
 The Internal Audit Department reports any significant findings to the
 Audit Committee comprising of non-executive Directors.  The Committee
 met 5 times during the year to review the audit observations, adequacy
 of actions taken and followed up implementation of corrective actions.
 The Committee also met the Companies' statutory auditors to ascertain
 their views on the adequacy of internal control systems in the
 Companies.
 
 The Companies have adopted the Tata Code of Conduct which entitles them
 to use the Tata Brand name.  All the officers of the Companies have
 pledged compliance with the Code of Conduct which prescribes the manner
 in which the employees will conduct the Companies' business.
 
 TATA BUSINESS EXCELLENCE MODEL
 
 In order to enhance the level of service to our customers and improve
 the overall organisational performance, the Companies have been
 following the JRD QV Business Excellence Model since 1995.  The Tata
 Quality Management Services (TQMS), a division of Tata Sons Ltd.,
 conducts the assessment of all companies in the group on the basis of
 this model.  There has been a steady improvement in our performance.
 
 YEAR 2000 (Y2K) COMPLIANCE
 
 The proactive steps taken by the Companies ensured that there was no
 disruption to its computer systems at the time of roll over to the year
 2000.
 
 DEPOSITORY SYSTEM
 
 In line with the Company's constant endeavour to provide best possible
 services to the Shareholders, the Equity Shares of the Company
 effective 29-10-1999 are now also available for dematerialisation under
 the depository system operated by Central Depository Services (India)
 Ltd. in addition to National Securities Depository Ltd.  The
 Shareholders can now have the benefit of multiple depository system in
 the country.
 
 TECHNOLOGY ABSORPTION
 
 22 kV/11 kV Ring Main Units have been installed at consumer nodes for
 improving reliability of distribution.
 
 Programmable logic controllers have been used for automation of new 3 x
 24 MW hydro units at Bhivpuri.
 
 ENERGY CONSERVATION, ENVIRONMENT PROTECTION AND COMMUNITY DEVELOPMENT
 
 As a result of replacement of old 12 MW Units by new and more efficient
 24 MW Units at Bhivpuri Hydro Generating Station, the efficiency of the
 Generating Station has increased by about 8%.  Similar work is in
 progress at Khopoli Generating Station.
 
 The Companies have always been conscious about the environment
 protection and the community development programmes in their area of
 operation.  The Companies have undertaken eco-restoration and
 eco-development programme in the catchment areas of their lakes in
 Mawal and Mulshi Talukas which are located in the ecologically fragile
 and sensitive areas of Western Ghats and are considered to be the hot
 spots of Bio-diversity.  Over the past 30 years, the Companies have
 planted over 70 lakhs saplings of 60 tree species on the hill slopes in
 the catchment areas.  It is planned to plant a further 5.2 lakhs
 saplings during the monsoon of 2000 in the lake catchment areas.  The
 above programme of afforestation was intensified in 1995 and the
 Companies have been planting over 6 lakhs trees mainly evergreen and
 indigenous species under the guidance of an expert committee.  The
 surrounding hills have not only become green and aesthetically
 picturesque but also attracting different species of birds and animals.
 
 The Companies are conducting a comprehensive School Environment
 Education Programme with the help of Bharti Vidyapeeth Environment
 Education and Research Institute, Pune.  This non-formal environment
 education programme is designed to bridge the gap between the syllabus,
 the classroom teaching and real life issues related to environment
 concerns.  This has helped to develop among the student community the
 new values pertaining to conservation of natural resources.  The
 Companies also conduct workshops for capacity building in teachers for
 imparting environment education.
 
 Establishment of an Environment Interpretation Centre to create general
 awareness in people is under consideration.
 
 Conservation of endangered species of flora and fauna, distribution of
 fruit trees and providing fingerlings of fast growing fish species free
 of cost to village panchayats to augment the village income, improve
 the quality of water of village ponds and to create employment
 opportunities, provision of drinking water for the panchayats from the
 Companies' Lakes and by tankers and bullock carts to drought prone
 villages on request from the Government, construction of Primary
 schools and providing medical aid in rural areas by organising medical
 camps with the help of Doctors of Rotary Club are some of the
 activities undertaken by the Companies for the environmental protection
 and community development.
 
 TRAINING AND HUMAN RESOURCE DEVELOPMENT
 
 The Training and Human Resource Development functions have been
 re-aligned to the organisation's overall business plans, in order to
 meet the current and future challenges facing the organisation.
 Training programmes have been restructured with a renewed focus to
 orient employees to the changing environment and growing competition.
 Employee Satisfaction Survey and 360 Degree Feedback processes have
 been introduced to identify areas for improvement in the organisation
 and its human resources effectively.
 
 The Driving Force
 
 People have always been Tata Electric's greatest asset, and the
 industrial harmony amidst their employees and the Companies' Union, has
 enabled the Companies to face and overcome many challenges several
 times.  A long-term agreement was signed with the Union during the
 year.  This spirit will enable the Companies to continue to play a
 significant role in the development of our nation.
 
 FOREIGN EXCHANGE EARNINGS/OUTGO
 
 Foreign exchange earnings of the Company amounted to Rs.  32 crores in
 the year under review, whereas the outgoings during the year were Rs.
 234 crores, mainly on account of purchase of equipment, repayment of
 foreign currency loans and interest thereon and fuel purchases of
 Rs.145 crores.
 
 SAFETY
 
 The overall approach to safety has been made more scientific in terms
 of introduction of safety audit by external agency, regular training
 programmes on first aid, general safety and fire fighting and
 installation of gas leakage detection system in the gas handling zones
 at Trombay.  The compliance of safety both statutory or otherwise is
 critically monitored.
 
 DISCLOSURE OF PARTICULARS
 
 Particulars required by the Companies (Disclosure of Particulars in the
 Report of Board of Directors) Rules, 1988 are given in the prescribed
 format as Annexure I to the Directors' Report.
 
 Information in accordance with the provisions of Section 217(2A) of the
 Companies Act, 1956, read with the Companies (Particulars of Employees)
 Rules, 1975, as amended, regarding employees is given in Annexure II to
 the Directors' Report.
 
 DIRECTORS
 
 Dr S Ganguly stepped down as Vice-Chairman of the Company. He also
 resigned from the Board of the Company with effect from 9th June 2000.
 The Board placed on record its appreciation of the valuable
 contribution made to the Company by Dr Ganguly.
 
 Mr Asoke Basak, a Director of the Company, resigned on 12th June 2000.
 The Board placed on record its appreciation of the valuable
 contribution made to the Company by Mr Basak.
 
 In accordance with the requirements of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr H N Sethna and Mr N B Godrej
 retire by rotation and are eligible for re-appointment.
 
 AUDITORS
 
 Members will be requested as usual to appoint Auditors and to authorise
 the Board of Directors to fix their remuneration.  In this connection,
 the attention of the Members is invited to Item No.7 of the Notice and
 its relative Explanatory Statement.
 
 Members will also be requested to pass a resolution (vide Item No.8 of
 the Notice) authorising the Board of Directors to appoint
 Auditors/Branch Auditors/Accountants for the purpose of auditing the
 accounts maintained at the Branch Offices of the Company in India and
 abroad.
 
 FORM B
 
 Form for disclosure of particulars with respect to technology
 absorption
 
 Research & Development (R&D)
 
 1. Specific areas in which R&D carried out by the Company :
 
 Electronic Systems and Software Development.
 
 2. Benefits derived as a result of the above R&D :
 
 Indigenous capabilities towards providing optimal, custom- designed
 hardware and software solutions for the Industry.
 
 3. Future Plan of Action :
 
 (a) Offer Design and Consultancy Services in Hardware and Software.
 
 (b) Implement a major initiative towards seeking global opportunities
 in System Software.
 
 4. Expenditure on R&D :     (Rs. lakhs)
 
 (a) Capital           :            6.39
 
 (b) Recurring         :           24.80
 
 (c) Total             :           31.19
 
 Technology absorption, adaptation and innovation
 
 1. Efforts, in brief, made towards technology absorption, adaptation
 and innovation :
 
 Implementation of IEEE 12207 standards and use of Case Tools for
 establishing an advanced software design, development and documentation
 Organisation.
 
 2. Benefits derived as a result of the above efforts :
 
 Core Competencies in servicing global software opportunities.
 
 3. In case of imported technology (imported during the last 5 years
 reckoned from the beginning of the financial year) following
 information may be furnished :
 
 a) Technology imported                       :    None
 
 b) Year of import                            :    NA
 
 c) Has technology been fully absorbed?       :    NA
 
 d) If not fully absorbed, areas where        :    NA
 this has not taken place, reasons
 therefor and future plans of action