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NHPC

BSE: 533098|NSE: NHPC|ISIN: INE848E01016|SECTOR: Power - Generation & Distribution
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Directors Report Year End : Mar '19    Mar 18

DIRECTORS'' REPORT

Dear Members,

On behalf of the Board of Directors, it gives me immense pleasure to present the 43rd Annual Report on the business and operations of the Company along with Audited Financial Statements, Auditors'' Report and review of financial statements by the Comptroller and Auditor General of India (CAG). During the financial year 2018-19, your Company continued to achieve new heights.

Major highlights of your Company since last report are:

• Power Stations have achieved highest ever annual generation of 24,193 Million Units (MUs) surpassing the previous highest generation of 23,404 MUs during financial year 201 5-1 6.

• Total revenue and revenue from operations (net) were Rs 9,086 crore and Rs 8,161 crore respectively. Total comprehensive income, Net Profit After Tax (PAT) and other comprehensive income were Rs 2,618 crore, Rs 2,630 crore and Rs (12) crore respectively.

• Cash contribution of Rs 1,894 crore was made to Government of India''s exchequer through dividend, dividend tax and income tax in the financial year 2018-19.

• Company had bought back 21,42,85,714 equity shares at a price of Rs 28 per share for an aggregate amount of Rs 599.99 crore.

• Market capitalization of the Company as on March 31, 2019 stood at Rs 24,861.46 crore.

• Resolution Plan submitted by NHPC Limited for Lanco Teesta Hydro Power Limited (LTHPL) has been approved by Hon''ble National Company Law Tribunal (NCLT), Hyderabad Bench on July 26, 2019 subject to certain reliefs as per The Insolvency and Bankruptcy Code, 201 6 (IBC). LTHPL is the developer of Teesta VI HE Project (500 MW) in Sikkim. Cabinet Committee on Economics Affairs (CCEA) has already accorded its investment sanction for the acquisition of LTHPL and execution of balance works of Teesta Stage-VI HE Project.

• The Principal Bench of Hon''ble National Green Tribunal (NGT) vide order dated July 31, 2019 has upheld the constitution of Expert Committee by Ministry of Environment, Forest & Climate Change (MoEF&CC) for Subansiri Lower H.E. Project (2,000 MW) and observed that the project be advanced in public interest.

• CCEA has accorded approval for incurring expenditure on pre-investment activities and various clearances for Dibang Multipurpose Project (2,880 MW) in Arunachal Pradesh for an amount of Rs 1,600 crore.

• NHPC has signed a Memorandum of Understanding (MoU) on February 3, 2019 with Jammu and Kashmir State Power Development Corporation Limited (JKSPDC) and Government of Jammu & Kashmir (GoJK) for the implementation of Ratle HE Project (850 MW) in the State of Jammu & Kashmir through a Joint Venture Company (JVC). The equity participation of NHPC and JKSPDC shall initially be in the ratio of 51:49.

NHPC has signed a MoU with NLC India Limited (NLCIL) on February 18, 2019 for the trading of power. As per MoU, NHPC and NLCIL will offer surplus power available in northern and north-eastern region to the bulk consumers in the southern region of the Country at an affordable price.

• NHPC has been appointed as ''Aggregator'' under Pilot Scheme-ll by Ministry of Power for procurement of aggregated power of 2500 MW for three years through the nodal agency ''PFC Consultancy Limited''. NHPC has signed a MoU with NT Roorkee for establishing NHPC Chair Professorship and Memorandum of Agreement (MoA) for R&D collaboration. This shall facilitate co-operation in research & education in the field of hydropower.

• NHPC has signed a MoU on September 3, 2018 with BHEL for consultancy and co-operation in hydro-electric projects. As per the MoU, both NHPC and BHEL will co-operate in joint bidding for consultancy works and hydro-electric projects, wherein, NHPC shall be responsible for civil works and hydro-mechanical works and BHEL shall be responsible for electromechanical works.

• NHPC has signed a MoU with Indian Army in April, 2019 for undertaking construction of semi underground bunkers and fully underground caverns at different locations in India.

• CCEA has accorded investment sanction for construction of Kiru HE Project (624 MW) in Jammu & Kashmir by Chenab Valley Power Projects Private Limited (A Joint Venture Company).

1. FINANCIAL PERFORMANCE

The financial results for the year ended March 31, 2019 are summarized in Table 1. Table 1: Financial Highlights

PARTICULARS

Financial Year

2017-18

2018-19

Revenue from operations

6,938.22

8,161.18

Profit before depreciation, interest, rate regulated income and tax

5,134.13

5,406.25

Depreciation

1,395.51

1,589.99

Profit after depreciation but before rate regulated income, interest and tax

3,738.62

3,816.26

(Rs in crore)

PARTICULARS

Financial Year

2017-18

2018-19

Interest and finance charges

922.32

894.88

Profit after depreciation and interest but before rate regulated income and tax

2,816.30

2,921.38

Rate regulated income

62.33

823.40

Tax

109.60

1,114.23

Profit after depreciation, interest, rate regulated income and tax

2,769.03

2,630.55

Other Comprehensive Income (OCI)

5.88

(12.41)

Total Comprehensive Income (TCI)

2,774.91

2,618.14

Surplus from statement of profit and loss of earlier years (including Other Comprehensive Income)

2,670.59

3,590.61

Transfer from bond redemption reserve

148.17

244.98

Transfer from R&D Fund

43.90

-

Sub-total

5,637.57

6,453.73

Less: Appropriations

Transfer to bond redemption reserve

668.45

308.78

Dividend and Corporate Dividend Tax (CDT)

1,378.51

1,149.03

Closing Balance of Retained Earnings including Other Comprehensive Income

3,590.61

4,995.92

1.1 REVENUE

Your Company has generated revenue of Rs 9,085.96 crore during the financial year 2018-19. The revenue during the financial year 2017-18 was Rs 8,358.77 crore.

1.2 EXPENSES

The total expenditure during financial year 2018-19 was Rs 6,164.58 crore as against total expenditure of Rs 5,542.47 crore in the financial year 2017-18.

1.3 PROFIT

Your Company has earned a Profit After Tax (Total Comprehensive Income) of Rs 2,618.14 crore during the financial year 2018-19 as compared to Rs 2,774.91 crore in the financial year 2017-18.

1.4 NET WORTH

Your Company''s net worth as on March 31, 2019 was Rs 29,214.73 crore as against Rs 28,351.82 crore in the previous year.

2. SHARE CAPITAL

During the year, your Company has bought back its 21,42,85,714 fully paid up equity shares of Rs 10/- each from the shareholders at a price of Rs 28 per equity share pursuant to the decision taken by the Board of Directors. The total consideration for the buy-back of shares was Rs 599.99 crore. The paid-up capital of the Company as on March 31, 2019 was Rs 10,045.03 crore comprising 10,04,50,34,805 equity shares of Rs 10/- each.

In addition to above, the Government of India divested its holding in NHPC by transferring 2,93,54,564 and 4,98,89,622 shares to Bharat 22 Exchange Traded Fund (ETF) in June, 2018 and February, 2019 respectively. After transfer of shares to Bharat 22 ETF and Buy-back, the holding of Government of India in NHPC reduced to 73.33%.

3. DIVIDEND

Your Company has a consistent track record of dividend payment. The Board of Directors has recommended a final dividend of Re. 0.75 per equity share for the financial year 2018-19 amounting to Rs 753.38 crore. The above dividend is in addition to the interim dividend of Re. 0.71 per equity share amounting to Rs 713.20 crore (excluding dividend distribution tax) paid in March, 2019. Accordingly, total dividend for the financial year 2018-19 comes to Rs 1.46 per equity share. The total dividend pay-out (subject to approval of final dividend by the members of the Company) for the financial year 2018-19 will be Rs 1466.58 crore (excluding dividend distribution tax) representing 56% of the profits after tax, as against dividend pay-out of Rs 1,436.31 crore representing 52% of the profits after tax in the previous year.

In pursuant to requirement of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI LODR], your Company has formulated a Dividend Distribution Policy. The Dividend Distribution Policy is given as a separate annexure and is available on Company''s website i.e. www.nhpcindia.com.

4. OPERATIONAL PERFORMANCE

During the financial year 2018-19, your Company has achieved highest ever generation of 24,193 MUs (excluding deemed generation of 279 MUs from ChutakS Nimoo Bazgo Power Stations). Your Directors are pleased to inform that five power stations viz. Uri-ll, TLDP-III, TLDP-IV, Nimoo Bazgo and Chutak have achieved highest ever generation since their commissioning. The pondage power stations (except Run of the River & Restricted Plants) have achieved highest ever Plant Availability Factor (PAF) of 95%. Five pondage power stations viz. Chamera-l, Sewa-ll, Teesta-V, TLDP-III and TLDP-IV have achieved their highest ever PAF. The power station wise generation and PAF is given at Table 2.

Table 2: Power Station wise generation and PAF during financial year 2018-19

NAME OF POWER STATION

GENERATION TARGET* (MU)

ACTUAL GENERATION (MU)

PAF TARGET* (%)

ACTUAL PAF (%)

PONDAGE POWER STATIONS**

Loktak (105 MW)

650

603

94.00

97.87

Chamera - I (540 MW)

2365

2485

96.50

99.49

Rangit (60 MW)

340

349

96.40

95.67

Chamera -II (300 MW)

1470

1508

96.50

94.15

Dhauliganga (280 MW)

1120

1106

94.50

91.39

Dulhasti (390 MW)

2210

2273

93.50

89.58

Teesta-V (510 MW)

2710

2701

94.50

98.23

Sewa-ll (120 MW)

535

498

96.50

103.34

Chamera -III (231 MW)

1065

1043

94.00

90.96

TLDP-III (132 MW)

550

572

91.80

95.71

TLDP - IV (160 MW)

700

709

91.85

93.64

Sub Total (A)

13715

13847

94.75

95.00

RUN OF THE RIVER POWER STATIONS & RESTRICTED PLANTS

Bairasiul (180 MW)

500

367

90.00

75.09

Salal (690 MW)

3290

3412

77.00

84.05

Tanakpur ( 94.2 MW)

450

453

70.00

74.07

Uri (480 MW)

2630

3048

80.00

89.22

Chutak1 (44 MW)

40

49

49.00

51.45

Nimoo Bazgo1 (45 MW)

95

106

64.00

71.44

Uri - II (240 MW)

1400

1581

83.00

90.29

Parbati-lll (520 MW)

680

608

65.00

51.76

Kishanganga (330 MW)

1450

529

85.00

44.85

Parbati-ll2 (800 MW)

300

42

30.00

0.00

Sub Total (B)

10835

10195

73.35

73.12

TOTAL (A B) (HYDRO)

24550

24042

84.30

84.97

Wind Power Project, Jaisalmer (50 MW)

70

68

-

-

Solar Power Project, Tamil Nadu (50 MW)

80

83

-

-

TOTAL

24700

24193

84.30

84.97

*Targets shown are for Very Good rating as per MOU with Government of India.

** PAF MOU targets for financial year 2018-19 were fixed for Pondage Power Stations only (i.e. Run of River Power Stations and Restricted Plants were excluded).

Actual Achievement and MoU target of PAF for the financial year 2018-19 is as under:

Very Good MoU Target:

FY 2017-18 Actual

FY 2018-19 Actual

Improvement in PAF over previous year

0.20% improvement in PAF (excluding Run of River and Restricted Plants) over previous year

94.56%

95.00%

0.47%

Note:

1. Generation excludes deemed generation from Chutak Power Station (148.2 MUs) & Nimoo Bazgo Power Station (131 MUs).

2. Unit 1 & 2 started generation from September 14, 2018 & September 22, 2018 respectively. Generation includes infirm power.

During the financial year under report, your Company has earned net deviation charges of Rs 185.05 crore due to efficient operation and timely response to changes in the grid frequency.

In the present scenario, Renovation & Modernization (R&M) of power plants is considered to be a cost-effective option to complement new capacity addition, as these have a shorter gestation period with available statutory clearances and beneficiaries. NHPC is undertaking R&M for life extension of two power stations i.e. Bairasiul (180 MW) and Loktak (105 MW). Bairasiul Power Station (3 X 60 MW), completed its 35 years of commercial operation in financial year 2016-17. The work of R&M of the power stations started in October, 2018 with scheduled completion in financial year 2021-22. During the period, two units will be available for generation and one unit will be kept under R&M, so that beneficiaries continue to get power.

Loktak Power Station has completed its 35 years of commercial operation in financial year 2018-19. Final hearing of petition to approve R&M proposal has already been completed in February, 2019 before Central Electricity Regulatory Commission (CERC) and order is awaited.

5. COMMERCIAL PERFORMANCE

5.1 SALES AND REALIZATION

During the year under report, your Company''s sales from operations stood at Rs 8,161.18 crore. We are pleased to inform that your Company has been able to realize an amount of Rs 6,498.70 crore including liquidation of outstanding amount of previous years and surcharge of Rs 190.74 crore during the financial year 2018-19.

As on March 31, 2019, the total outstanding dues of Rs 1,719.02 crore (including surcharge of Rs 362.93 crore) were pending for more than 60 days. The outstanding amount mainly pertains to Power Development Department, Jammu & Kashmir (Rs 707.19 crore), Uttar Pradesh Power Corporation Limited (Rs 640.74 crore) and BSES Yamuna Power Limited (Rs 219.10 crore).

Your Company is making efforts to liquidate the outstanding dues by continuous follow-up.

5.2 SIGNING OF POWER PURCHASE AGREEMENTS (PPAs)

The PPAs in respect of following power stations had been renewed for 35 years from the date of their commercial operation with following states/distribution companies in financial year 2018-19:

S. No.

Name of State/ Distribution Companies

Name of Power Station

1

Himachal Pradesh

Dhauliganga, Chamera-ll, Salal, Tanakpur, Chamera-l, Uri-l, Chamera-lll, Bairasiul & Parbati-lll

2

Uttar Pradesh

Kishanganga

3

Rajasthan

Chamera-lll, Parbati-lll

4

Tata Power Delhi Distribution Limited (TPDDL) - Delhi

Bairasiul

Efforts are being made for the renewal of PPAs for balance useful life of power stations (i.e. 35 years) with DISCOMs in respect of expired PPAs. It is expected that most of the PPAs shall be renewed for 35 years in financial year 2019-20.

6. STATUS OF ONGOING PROJECTS

Your Company is presently engaged in the construction of two hydro-electric projects with aggregate installed capacity of 2,800 MW. The status of these on-going projects is as under:

6.1 PARBATI- II HYDRO-ELECTRIC PROJECT - 800 MW (4 X 200 MW), HIMACHAL PRADESH:

Parbati-ll Hydro-electric Project is a run of the river scheme on the River Parbati in Kullu District of Himachal Pradesh. Major civil works of dam, intake structure, de-silting chamber, pressure shafts, surge shaft, powerhouse and works at Jiwa Nallah have been completed. Water conductor system consists of 31.52 Km long Head Race Tunnel (HRT). Excavation of 28.47 Km and concrete lining of 26.58 Km length has been completed till March, 2019. Since the resumption of excavation of HRT by Tunnel Boring Machine (TBM) from October, 201 5, 1 671 m of tunnel has been excavated till March 31, 2019. E&M works of powerhouse has also been completed.

First and second units has been successfully synchronized with grid at part-load on September 14, 2018 and September 22, 2018 respectively by using discharge from Jiwa Nallah. Project is anticipated to be commissioned by December, 2021.

6.2 SUBANSIRI LOWER HYDRO-ELECTRIC PROJECT - 2,000 MW (8 X 250 MW), ASSAM/ARUNACHAL PRADESH:

Construction of the project was started in January, 2005 and 55% of the works have been completed. Main construction activities of the project at present have been stalled due to directions from Hon''ble National Green Tribunal (NGT), Kolkata. In accordance to judgement of Hon''ble NGT in October, 2017, a three member expert committee has been constituted by Ministry of Environment, Forest & Climate Change (MoEF&CC) to review all issues pertaining to the project. However, meetings of the committee were deferred by Principal Bench of Hon''ble NGT, New Delhi due to objection raised on its constitution. After final hearing in the matter, Principal Bench of Hon''ble NGT dismissed the applications of petitioners. Thereafter, Expert Committee held various meetings and conducted site visits and submitted their report to MoEF&CC in March, 2019. However, the petitioners have approached Hon''ble Supreme Court challenging the orders of Principal Bench of Hon''ble NGT. Hon''ble Supreme Court has set aside the orders of Hon''ble NGT and ordered that the applications be restored for filing before the Tribunal for determination afresh. The Principal Bench of Hon''ble NGT vide order dated July 31, 2019 has upheld the constitution of Expert Committee by MoEF&CC and observed that the project be advanced in public interest.

7. NEW PROJECTS

The status of projects including of subsidiaries/joint ventures under various stages of clearances/approval are given in Table 3 Table 3: Projects under clearance/approval stage:

S.No.

PROJECT

STATE

INSTALLED CAPACITY (MW)

A.

STANDALONE BASIS

(a)

HYDRO PROJECTS

i

Kotlibhel - IA*

Uttarakhand

195

ii

Teesta-IV

Sikkim

520

iii

Dibang**

Arunachal Pradesh

2,880

iv

Tawang-l

600

V

Tawang-ll

800

vi

Bursar

Jammu & Kashmir

800

vii

Goriganga-IIIA

Uttarakhand

150

Sub-total (a)

5,945

(b)

WIND PROJECTS

i

Wind Project, Palakkad

Kerala

8

Sub-total (b)

8

Total A (a b)

5,953

B.

THROUGH SUBSIDIARIES/JOINT VENTURES

(a)

HYDRO PROJECTS

i

Loktak Downstream H.E. Project through Loktak Downstream Hydroelectric Corporation Limited (A Joint Venture with Govt. of Manipur)

Manipur

66

ii

Kwar (A Joint Venture with JKSPDC & PTC India Limited)

Jammu & Kashmir

540

iii

Chamkharchhu - I (A Joint Venture with Druk Green Power Corporation Limited, Bhutan - yet to be incorporated) in Bhutan

-

770

Sub-total (a)

1,376

(b)

SOLAR PROJECTS

i

Project in Jalaun District of U.P. through Bundelkhand Saur Urja Limited (A Joint Venture with UPNEDA) ***

Uttar Pradesh

32

Sub-total (b)

32

Total B (a b)

1,408

Grand Total (A B)

7,361

*Approval of the Project Investment Board (PIB) for the project is subject to clearance by the Hon''ble Supreme Court. Other construction

activities of the project are also dependent upon the decision of Hon''ble Court.

**CCEA has accorded approved for incurring expenditure on pre-investment activities and various clearances for Dibang Multipurpose

Project in Arunachal Pradesh for an amount of Rs 1,600 crore.

***MOU has been signed between NHPC and Uttar Pradesh New and Renewable Energy Development Agency (UPNEDA) for setting up of

50 MW solar power project in UP. The land for the project is presently available for 32 MW only.

Your Directors are please to inform that Resolution Plan submitted by NHPC Limited for Lanco Teesta Hydro Power Limited (LTHPL) has been approved by Hon''ble NCLT, Hyderabad Bench on July 26, 2019 subject to certain reliefs as per IBC. LTHPL is the developer of Teesta-VI HE Project (500 MW) in Sikkim. CCEA has already accorded its investment sanction for the acquisition of LTHPL and execution of balance works of Teesta-VI HE Project.

In addition to above, a Memorandum of Understanding (MoU) has been signed for implementation of Ratle H.E. Project (850 MW) through a Joint Venture Company to be incorporated initially with equity shareholding of 51% by NHPC and 49% by Jammu & Kashmir State Power Development Corporation Limited (JKSPDC). The equity of NHPC shall be purchased by JKSPDC from the end of 5th year after the date of commissioning over 1 5 years through equal installments.

8. DIVERSIFICATION

Your Company is making efforts to diversify its activities by taking projects of different sources of renewable energy viz. wind, solar etc. The activities of the Company for establishment of such projects are as under:

8.1 SOLAR POWER PROJECTS

Your Company has initiated the process for the development of 10 MW floating solar power project in Kallada, Kerala. The bids for the project are under evaluation. Signing of PPA is being expedited before issue of letter of award. Various activities before the implementation of the project are under process.

NHPC has also received in-principle approval for setting-up of one solar park of 100 MW capacity in Odisha from Ministry of New and Renewable Energy, Government of India. In the first phase, 40 MW solar project shall be developed in Ganjam District. Transfer of land, signing of PPA and grid connectivity approval is in process. Bids for EPC contract have already been invited. Development of balance capacity is also being explored.

8.2 WIND POWER PROJECTS

NHPC has initiated the process for the development of 72 MW (±10%) capacity Wind Power Projects in the Palakkad District of Kerala to tap the high wind potential available in the State. The DPR of the project has already been prepared. In the first instance, 8 MW capacity Wind Power Project shall be implemented as per available power evacuation infrastructure. Land allotment, signing of PPA and grid connectivity approval is in process.

8.3 POWER TRADING LICENSE

NHPC has entered into new avenues in the Power Sector. During the year, NHPC has obtained Category-l license from CERC for interstate trading of electricity in whole of India. NHPC is registered at DEEP (Discovery of Efficient Electricity Price) e-bidding portal and has obtained trader membership in Indian Energy Exchange (IEX) & Power Exchange of India Limited (PXIL). In addition to above, your Company has been appointed as ''Aggregator'' under Pilot Scheme-ll by Ministry of Power for procurement of aggregated power of 2500 MW for three years through the nodal agency PFC Consultancy Limited in March, 2019.

9. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has the following subsidiaries/associates/ioint venture companies as on March 31, 2019:

Name of the Company

Details of joint venture partners (equity participation)

Performance of the Company during FY 2018-19

SUBSIDIARY COMPANIES

NHDC Limited (NHDC)

NHPC (51.08%) and Government of Madhya Pradesh (48.92%)

NHDC has two operating power stations viz. Indira Sagar (1,000 MW) and Omkareshwar (520 MW) in Madhya Pradesh. During the year, NHDC generated 1921.23 MUs from its power stations i.e. 1309.22 MUs from Indira Sagar Power Station and 612.01 MUs from Omkareshwar Power Station. NHDC is also exploring possibilities for its capacity addition through diversification in renewable sources of energy i.e. solar power projects in the State of Madhya Pradesh.

Loktak Downstream Hydroelectric Corporation Limited (LDHCL)

NHPC (74%) and Government of Manipur (26%)

LDHCL is currently implementing Loktak Downstream Hydro-electric Project (66 MW) in Tamenglong, Manipur. All statutory clearances for the project have been received. Tendering for the EPC packages are under process. The Government of Manipur has also allocated hydro-electric component of Thoubal Multipurpose Scheme (7.5 MW) to the Company. The Board of NHPC Limited has also accorded its in-principle approval for equity contribution for this project. The project, at present, is under nvestigation stage.

Bundelkhand Saur Urja Limited (BSUL)

NHPC (99.99%) and Uttar Pradesh New & Renewable Energy Development Agency (UPNEDA)

BSUL was incorporated to implement a 50 MW solar power project at Village Parason, District-Jalaun, Uttar Pradesh and any other conventional & non-conventional power projects entrusted to it by the Govt. of Uttar Pradesh. The land earmarked by UPNEDA earlier for the project was withdrawn. Subsequently, UPNEDA transferred 63.491 Ha Land at Village Parason to BSUL. Now, a 32 MW Solar Power Plant is proposed to be implemented at the site. Bids for the project works are under evaluation.

Chenab Valley Power Projects Private Limited* (CVPPPL)

NHPC Limited (51.94%), Jammu & Kashmir State Power Development Corporation Limited (47.77%) and PTC India Limited (0.29%)

Three projects viz. Pakal Dul HE Project (1,000 MW), Kiru HE Project (624 MW) and Kwar HE Project (540 MW) in Jammu & Kashmir are being developed by CVPPPL. The Company has taken up infrastructure development works i.e. roads, bridge, building etc. for the projects. Pakal Dul HE project is being executed through packages of major components viz. Head Race Tunnel-TBM, Dam, Power house, Hydro-Mechanical and Electro-Mechanical. The works for Dam & Power house packages have been awarded. Bids for remaining packages are under process. Bids for all packages of Kiru HE Project have been evaluated and award of work is under process. CCEA has accorded investment sanction for construction of Kiru HE Project by CVPPPL. Bids for Civil & Hydro-Mechanical packages for Kwar HE Project are under evaluation. Bids for Electro-Mechanical packages have been invited.

ASSOCIATE/JOINT VENTURE COMPANY

National High Power Test Laboratory Private Limited (NHPTL)

NHPC Limited, NTPC Limited, Power Grid Corporation of India Limited, Damodar Valley Corporation and Central Power Research Institute (each having shareholding of 20%)

NHPTL was established to set up an online high power test laboratory for short-circuit test facility in the Country. The laboratory for High Voltage Transformer (HVTR) at 400 kV level and 765 kV level is already in operation at Bina, Madhya Pradesh. Laboratory for Medium Voltage Transformer (MVTR) is expected to be commissioned by October/November, 2019.

*As the required matching contribution was not made by the other Joint Ventures Partners, the shareholding of NHPC was 51.94% as on March 31, 2019 and therefore pursuant to provisions of the Companies Act, 2013, CVPPPL continued to be subsidiary of NHPC Limited.

A report on the financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 has been provided as an annexure to the consolidated financial statements and hence not repeated here for the sake of brevity.

The audited financial statements of subsidiary companies are not being attached to the audited annual financial statements of the Company. In terms of Section 136 of the Companies Act, 2013, any shareholder who desires to have a copy of aforesaid financial statements, may write to the Company Secretary, NHPC Limited. The financial statements of subsidiary companies are also available on the website of the Company i.e. www.nhpcindia.com.

10. RURAL ROAD PROJECTS

Your Company is executing works relating to construction of rural roads in six districts of Bihar in pursuance to a MoU signed with Ministry of Rural Development, Government of India and Government of Bihar under Pradhan Mantri Gram Sadak Yojna(PMGSY).

Under the scheme, your Company has to construct 758 roads having cost of Rs 1,725.65 crore and its maintenance for five years after construction. As on March 31, 2019, 753 roads covering 3,084 Km have been completed. Construction of balance 5 roads in Vaishali District is in progress. Maintenance period of 734 roads covering 2,982 Km has also been completed.

11. CONSULTANCY SERVICES

The technical know-why and know-how, proficiency and experience of your Company places it in a leading position to offer a wide range of world class consultancy services from Concept to Commissioning along with operation and maintenance in the field of hydro power and related works. At present, your Company is providing consultancy services related to river basin studies, survey works, design and engineering, hydrological studies, contract & construction management etc. The major consultancy assignments of your Company include providing of engineering & design consultancy services for the implementation of Mangdechhu HE Project in Bhutan, consultancy services for the implementation of Pakaldul, Kiru & Kwar HE Project in Jammu & Kashmir and overhauling of Kalpong Power Station in Andaman & Nicobar islands.

To make other organizations take benefit of the knowledge of NHPC, programmes were offered to participants from Public and Private Sector in the area of electrical, mechanical, design & engineering aspects of hydropower projects. A large number of Indian and foreign delegates participated in these programmes.

12. FINANCING OF NEW PROJECTS

Your Directors believe that internal accruals of the Company would be sufficient to finance the equity component for the new/upcoming projects. Your Company is well positioned to raise the borrowings as per CERC norms given its low geared capital structure and strong credit ratings.

Your Company is exploring domestic as well as international borrowing options including overseas development assistance provided by multilateral/bilateral agencies to mobilize the debt required for the planned capacity addition programmes.

13. INFORMATION TECHNOLOGY AND COMMUNICATION

Your Company considers information technology as an important constituent for the attainment of sustainable growth in business. Various units of the Company across India are connected to Corporate Office through multimode & fail-safe communication links. Information Technology (IT) and Cyber Security Policy are in place to ensure optimum and secure utilization of the IT&C assets owned by your Company. Enterprise Resource Planning (ERP) application has been implemented in NHPC to integrate all its business functions to improve information availability, transparency and decision making.

As per Government of India directives, e-procurement, Government e-Market (GeM) and e-Reverse auction system is operational in the Company. Your Company is also acting as a nodal agency for CERT-HYDRO to guide and monitor the cyber security related activities in the constituent member organizations. Efforts are also being made for enhanced deployment of e-office applications with the aim to have paperless office.

14. HUMAN RESOURCE MANAGEMENT

During the year, T&HRD has organized competency and capacity building programmes in the areas of Civil & Electrical Engineering, Design, HR, Finance and other core areas to ensure that employees of the Company keep abreast with the latest technological advancement. The reimagined approach to learning and development has helped the Company to provide 20,744 man-days training to its employees during the period.

In addition to these programmes, executives were nominated in customized training programmes, organized at India''s leading institutes like IIMs, IITs, CBIP etc. to enhance their skills for achieving higher productivity and efficiency in the organization. A total 583 executives were sponsored in different programmes organized by the above institutes. Besides, executives were also sponsored for higher education courses viz. MBA etc. and deputed for foreign training programmes to become aware of the global practices in the field of hydropower development.

NHPC has four training centers viz. Salal (Jammu & Kashmir), Uri (Jammu & Kashmir), Tanakpur (Uttarakhand) and Chamera-l (Himachal Pradesh). These training centers also organized skill development programmes in different trades for the employees.

NHPC in its process to benchmark with leading CPSEs in the country, organized various cross sectoral programmes to understand practices followed in the respective organizations. The programmes organized were on ''Contracts and Arbitration'', ''Solar Development'', ''Hydropower Development'' etc.

During the year under report, revised pay scales w.e.f. 01.01.2017 for Board Level, Below Board Level executives, supervisors and workmen were implemented in the Company. In addition to above, pay scales of executives including Board Level executives were also regularized w.e.f. January 1, 2007 in March, 2019.

15. INDUSTRIAL RELATIONS

The Industrial Relations in the Company remained cordial and harmonious during the year. Employees actively contributed in the decision making process for the growth of the Company.

16. RESETTLEMENT AND REHABILITATION (R&R)

Your Company appreciates the difficulties of populace displaced during the execution of its projects. Resettlement and Rehabilitation Plans are formulated for Project Affected Families (PAFs) to provide economic sustenance under the provisions of The Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013''. Recently, NHPC has formulated a policy for reservation of certain type of works through competitive bidding for PAFs and locals residing near the Projects/Power Stations.

17. VIGILANCE ACTIVITIES

The systems, procedures and processes in your Company are aimed to make the organization a transparent entity. All the procedures are documented to monitor and handle vigilance complaints and disciplinary cases. Your Company has a Vigilance Department headed by Chief Vigilance Officer to ensure transparency, objectivity and quality of decision making in its operations.

Vigilance Department co-ordinates with CBI, CVC and other concerned departments of the government. Six vigilance cases were concluded during the financial year 2018-19. As on March 31, 2019, three vigilance cases relating to misconduct, misappropriation and disproportionate assets against employees were under investigation.

As a part of preventive vigilance, circulars and guidelines are being issued regularly based on various inspections / intensive examinations carried out from time to time. Vigilance awareness week and other vigilance awareness programmes are also being organised by the Company to promote transparency and ethics in working system.

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Adequate internal financial controls with reference to financial reporting are in place in the Company. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

19. RISK MANAGEMENT

Your Company has an elaborate Risk Management Policy to have structured and disciplined approach towards risks. The development and implementation of Risk Management Policy has been covered in the Management Discussion and Analysis Report, which forms part of this report.

20. PROCUREMENT FROM MICRO & SMALL ENTERPRISES

Government of India has notified Public Procurement Policy for Micro and Small Enterprises (MSEs) Order, 2012 to support marketing of products produced and services rendered by them. In compliance to the policy, annual procurement plan including items to be procured from Micro & Small Enterprises (MSEs) are uploaded on NHPC''s website for the benefit of MSEs.

The benefits to MSEs like exemption from tender fees and earnest money deposit, purchase preference, interest on delayed payments and exemption from prior experience - prior turnover criteria subject to meeting of quality and technical specifications are also extended to encourage these enterprises.

During the financial year 2018-19, your Company has procured products and services from MSEs, which constituted 67.49% of the total annual procurement value, against the mandate of 25% set by Ministry of Micro, Small and Medium Enterprises, Govt. of India. During the year, 918 MSEs were benefited out of which 45 MSEs belonged to SC/ST category and 23 MSEs were owned by women.

NHPC is also registered on the Trade Receivables Discounting System (TReDS) platform for financing of trade receivables of Micro, Small & Medium Enterprises (MSMEs). TReDS platform facilitates the discounting of invoices of MSMEs leading to prompt generation of working capital for their regular business operations.

Your Company had also organized/participated in five vendor development programmes in co-ordination with Ministry of Micro, Small and Medium Enterprises, Govt. of India to encourage participation of Micro and Small Enterprises.

21. IMPLEMENTATION OF OFFICIAL LANGUAGE

Your Company has complied the provisions of the Official Languages Act, 1963 and relevant rules during the financial year 2018-19. Attractive incentive schemes for employees have been implemented to encourage employees for active participation in promotion of Hindi, by contributing to articles/write-ups for in-house magazines, reading hindi books, and by noting and drafting in Hindi etc.

During the year, NHPC had organized various programmes for its employees to encourage the use of official language Hindi. In addition to above, Hindi typing training programmes, Hindi workshops and departmental computer workshops were regularly organized in the Company. Rajbhasha magazines titled ''Rajbhasha Jyoti'' and ''Nagar Saurabh'' were also published to encourage the use of Hindi.

The efforts made by the Company for the progressive use of Hindi were appreciated at various forums. Your Company''s website also has bilingual mode of operating i.e. in Hindi as well as in English. During the year, Town Official Language Implementation Committee (TOLIC), Faridabad, being operated by NHPC, received Second Prize in Region A for outstanding work in the field of Rajbhasha implementation for the year 2017-18 from Ministry of Home Affairs, Govt. of India.

22. SPORTS AND OTHER ACTIVITIES

During the year 2018-19, NHPC had participated in various Inter CPSU tournaments organized under the aegis of Power Sports Control Board, Ministry of Power. NHPC has organized inter CPSU Kabaddi Tournament at Guwahati from February 26 to 28, 2019. As per NHPC''s Sports Policy, your Company has given scholarship to four young sportspersons during the financial year 2018-19.

Your Company had coordinated painting competitions under the National Awareness Campaign on Energy Conservation organized by the Ministry of Power, Government of India amongst school students in the states of Jammu and Kashmir, Manipur, Sikkim, Arunachal Pradesh and Madhya Pradesh. Shri Rajesh Kumar, SM (HR), Loktak Power Station was adjudged Best Nodal Officer for showing highest percentage increase in student participation over previous year by the Ministry of Power, Government of India.

During the year, your Company has also participated in various National & International exhibitions to showcase its activities.

23. SOCIAL INITIATIVES

Your Company and its employees are continuing with the noble tradition of extending help to the Country in the times of distress. NHPC employees had contributed Rs 1.61 crore to Prime Minister''s National Relief Fund for flood affected people of Kerala and Rs 1.85 crore in ''Bharat ke Veer'' fund in honour of soldiers martyred in Pulwama attack. In addition to it, NHPC has also provided two transformers to Kerala State Electricity Board for restoring their hydropower plants damaged due to flood. NHPC has also contributed Rs 1 crore to the Chief Minister''s Relief Fund for natural calamities in Himachal Pradesh.

Under the ''Pradhan Mantri Bhartiya Janaushadhi Pariyojana'', Director (Personnel) inaugurated a ''PMBJP centre'' at Tanakpur Power Station in August, 2018, to make generic medicines available at cheaper rates.

24. INITIATIVES TOWARDS ENVIRONMENT PROTECTION AND CONSERVATION

Your Company is aware of its obligation to conserve and protect environment. During the investigation stage, probable impact on environment, while executing the projects, are assessed and identified. Environmental Management Plans are proposed and implemented to compensate the adverse impacts of the project by taking necessary measures. In addition to above, construction of buildings is designed to make them environment friendly. We are pleased to share that ''Neer Shakti Sadan'', NHPC Office Complex, Faridabad has been awarded the Four Star GRIHA Rating by the GRIHA Council in June, 2019. GRIHA (Green Rating for Integrated Habitat Assessment) is a joint initiative of Ministry of New and Renewable Energy (MNRE), Govt. of India and The Energy and Resources Institute (TERI).

Large scale plantation programmes were undertaken across various locations of NHPC to celebrate World Environment Day on June 5, 2019. Talks on environmental aspects were also delivered by heads of projects/power stations to spread awareness and sensitivity about environment issues. In addition to above, cultural programmes, slogan competitions, awareness rally and distribution of sapling to locals were also undertaken at some power stations.

25. RIGHT TO INFORMATION

Your Company has placed an elaborate mechanism to deal with the matters related to Right to Information Act, 2005. All the applications/appeals received through the online RTI portal launched by Department of Personnel & Training (DoPT) are attended through the portal only. In compliance to the provisions of the RTI Act, 2005, NHPC has placed various documents/records on its website (www.nhpcindia.com) for wider information of the general public.

During the financial year 2018-19, 519 (266 online) applications and 65 (38 online) first stage appeals were received under RTI Act, out of which 517 (99.61%) applications and 64 (98.46%) first stage appeals were dealt/replied accordingly. Further, 5 appeals were filed by the applicants before the Central Information Commission (CIC), which were also disposed-off.

26. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is an integral part of your Company''s business philosophy. The aim of CSR activities of your Company is to create a deeper positive impact on society at large with focus on key areas of development, especially by addressing the social, economic, environmental and welfare concerns of stakeholders and equitable development through empowerment of marginalized and underprivileged sections/ communities. Your Company has undertaken number of programmes under CSR in the areas of Education, Health, Sanitation, Drinking Water, Rural Development, Skill Development, Environment, Women Empowerment etc. A separate report on CSR activities undertaken by your Company during the financial year 2018-19 including the reasons for shortfall in mandatory expenditure on CSR activities is given as annexure to this report. The Corporate Social Responsibility & Sustainability Policy of your Company is available at http://www.nhpcindia.com/writereaddata/lmages/pdf/ CSR_Policy_E_CMA_201811_1 .pdf

27. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2018-19, the Company has not entered into any material transaction with any of its related parties. The Company''s major related party transactions are generally with its subsidiaries and associates for providing consultancy services, leasing out of properties and manpower services. All the contracts/ arrangements/transactions entered into with related parties were on arm''s length basis, intended to further the Company''s interest. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. During the financial year 2018-19, NHPC has raised GOI Fully Serviced Bonds in the nature of unsecured, redeemable, non-convertible, non-cumulative and taxable long term bonds to fund Extra Budgetary Resources of Rs 2017.20 crore for meeting accrued liabilities of Power System Development Fund scheme of Government of India.

Attention of the members is also drawn to para no. 8 of note no. 34 of the financial statements, which sets out related party disclosures as per Ind AS-24.

28. WHISTLE BLOWER MECHANISM

Your Company had framed a Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the employees, directors, vendors and contractors to bring instances of unethical/improper conduct to the knowledge of competent authority under the policy. The policy provides that confidentiality of whistle blower shall be maintained and he/she shall not be subjected to any discriminatory practice. The policy also allows direct access to the Chairperson of Audit Committee in exceptional cases.

A senior officer has been designated as Coordinator for effective implementation of the policy and dealing with complaints received under the policy. During the financial year 2018-19, one complaint was received under the Whistle Blower Policy, which was investigated and closed in accordance with procedure under the policy. Further, no person was denied access to the Audit Committee on issues pertaining to Whistle Blower Policy.

29. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been implemented in the Company with the objective to provide protection to women employees against sexual harassment at workplace and redressal of their complaints. Internal Complaints Committees (ICC) has been constituted at various locations to redress complaint(s) against sexual harassment of women employees.

Regular workshops are being organised for women employees to create awareness about their rights and facilities at workplace. Programmes for sensitizing the male employees are also being conducted regularly.

During the financial year 2018-19, no complaint of sexual harassment was received. However, a compliant of the previous year was disposed-off during the year.

30. DEBENTURE TRUSTEES

In compliance to the requirements of SEBI LODR, the details of Debenture Trustees appointed by the Company for different series of Bonds is provided at reference information of this Annual Report.

31. STATUTORY AND OTHER INFORMATION

Information required to be furnished as per the Companies Act, 2013, SEBI LODR, Guidelines issued by Department of Public Enterprises (DPE) on Corporate Governance for CPSEs etc. is annexed to this report as follows:

Particulars

Annexure

Report on Corporate Governance

I

Certificate from Practicing Company Secretary regarding compliance to conditions of Corporate Governance

II

Management Discussion and Analysis Report

III

Conservation of energy, technology absorption and foreign exchange earnings and outgo

IV

Business Responsibility Report

V

Annual Report on CSR Activities

VI

Extract of Annual Return

VII

Dividend Distribution Policy

VIM

32. AUDIT AND AUDITORS'' REPORT

32.1 SECRETARIAL AUDIT

The Board has appointed M/s Agarwal S. & Associates, Company Secretaries, Delhi to conduct Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Auditor in its report has given some observations/qualifications. The report of Secretarial Auditor along with management reply is given at Annexure-IX.

In compliance to Regulation 24A of SEBI LODR, Secretarial Audit report of NHDC Limited, which is a material unlisted subsidiary company of NHPC Limited, is also given at Annexure-X.

32.2 STATUTORY AUDIT

The Statutory Auditors of your Company are appointed by the Comptroller & Auditor General of India (CAG). CAG has appointed following Joint Statutory Auditors for the financial year 2018-19:

1. M/s DSP & Associates, New Delhi;

2. M/s Lodha & Co, Kolkata; and

3. M/s Arora Vohra & Co, Jammu

The Joint Statutory Auditors have given un-modified report on the financial statements of the Company for financial year 2018-19. Further, no instance of fraud by any officer or employee of the Company has been reported by the Auditors under Section 143(12) of the Companies Act, 2013.

The standalone financial statements of the Company along-with Statutory Auditors'' Report thereon are given at Annexure-XI. The consolidated financial statements of the Company along-with the Statutory Auditors'' Report thereon are given at Annexure-XII.

32.3 REVIEW OF ACCOUNTS BY CAG

The comments of CAG on the standalone and consolidated financial statements of your Company for the financial year 2018-19 after conducting supplementary audit under Section 143(6)(a) of the Companies Act, 2013 are given at Annexure-XIII.

32.4 COST AUDIT

As per the requirement of Companies (Cost Records and Audit) Rules, 2014, the Cost Accounting records are being maintained by all power stations of your Company. The consolidated Cost Audit Report in XBRL format for the financial year ended March 31, 2018 was filed with the Central Government on October 15, 2018. The following firms of Cost Accountants were appointed to conduct audit of cost accounting records of power stations for the financial year 2018-19 under Section 148 of the Companies Act, 2013:

Name of the Firm

Name of Power Station/Project

M/s Chandra Wadhwa & Co., Delhi (Lead Cost Auditor)

Chutakand Nimmo Bazgo

M/s Balwinder & Associates, Mohali-Punjab

Chamera-l, Bairasiul and Parbati-lll

M/s Sanjay Gupta & Associates, Delhi

Chamera-ll, Chamera-lll and Wind Power Project-Jaisalmer

M/s K. L. Jaisingh & Co., Noida

Dulhasti, Salal and Sewa-ll

M/s K. G. Goyal & Associates, Jaipur

Uri-l, Uri-ll and Kishanganga

M/s R. J. Goel & Co., Delhi

Dhauliganga and Tanakpur

M/s DGM & Associates, Kolkata

Loktak, TLDP-IV and 50 MW Solar Power Project -Tamil Nadu

M/s Niran & Co., Kolkata

Rangit, Teesta-V and TLDP-III

The Cost Audit Report for the financial year ended March 31, 2019 shall be filed within the prescribed time period.

33. LOANS AND INVESTMENTS

Section 186 of the Companies Act, 2013 (except subsection 1) regarding loans made, guarantees given or securities provided is not applicable to NHPC being engaged in the business of providing infrastructure facilities.

34. PARTICULARS OF EMPLOYEES

In accordance to notification dated June 5, 201 5 issued by the Ministry of Corporate Affairs, Government Companies are exempted from the disclosure requirements of Section 197 of the Companies Act, 2013. Therefore, such particulars have not been included as part of Directors'' Report.

As regards policy on remuneration of Key Managerial Personnel and other employees of the Company, their pay structure, allowances and other benefits are governed by relevant DPE Guidelines. Pay structure and allowances of the Company are also available on the website at http:// www.nhpcindia.com/writereaddata/images/pdf/RTI%20 Corner%20Wages%20UpdationENG_CAA_201 905 J . pdf.

35. BOARD AND COMMITTEES OF THE BOARD

The Board of Directors of your Company met ten times during the financial year 2018-19. Details regarding dates and attendance of the Board Meetings are given in the Corporate Governance Report, which forms part of this report.

Your Company has Audit Committee, Stakeholders'' Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee, Committee on Corporate Social Responsibility & Sustainable Development and other Board Level Committees. Details regarding composition and meetings of these Committees are given in the Corporate Governance Report, which forms part of this report.

There was no instance during the year, where the Board had not accepted recommendation(s) of committee(s) of the board which is mandatorily required to be recommended by the committee(s) for the approval of the Board of Directors.

36. PERFORMANCE EVALUATION OF THE DIRECTORS AND THE BOARD

Your Company has framed a policy on performance evaluation of Board, Board level Committees and Independent Directors in line with SEBI LODR read with Companies Act, 2013. The annual performance evaluation of Board, Board level Committees and Independent Directors of the Company was discussed in the meetings of the Board of Directors and Nomination & Remuneration Committee. The Independent Directors in their separate meeting held on June 11, 2019 decided not to carry out the performance evaluation of Functional Directors as their performance is being evaluated by the Ministry of Power (Administrative Ministry). The process of annual performance evaluation of Board, Board level Committees and Independent

Directors is given in the Corporate Governance Report. Annual performance evaluation of senior management personnel of the Company is being carried out as per rules of the Company read with relevant DPE Guidelines.

37. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under clause (c) of subsection (3) of Section 134 of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

38. SECRETARIAL STANDARDS

Your Company has followed applicable Secretarial Standards relating to ''Meetings of the Board of Directors'' and ''General Meetings'' issued by Institute of Company Secretaries of India (ICSI).

39. GENERAL

No disclosure or reporting in respect of the following items is required, as there was no transaction on these items during the year under report:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Significant and material orders passed by regulators or courts or tribunals, which impact the going concern status or Company''s operations in future.

4. Occurrence of any material changes and commitments after the close of the financial year till the date of this report, which affect the financial position of the Company.

5. Details related to public deposits as required under Chapter V of the Act.

40. WEBSITE LINK FOR VARIOUS POLICIES OF THE COMPANY

Website links for the information required to be hosted on the website of the Company i.e. www.nhpcindia.com as per the Companies Act, 2013, SEBI LODR etc. are as follows:

Particulars

Website Link

Policy on Related Party Transactions

http://www.nhpcindia. com/writereaddata/l mages/ pdf/Policy-Related-Party-Transaction.pdf

Corporate Social Responsibility & Sustainability Policy

http://www.nhpcindia. com/writereaddata/ Images/pdf/CSR Policy E CMA_201811_1.pdf

Policy on Material Subsidiaries

http://www.nhpcindia.com/ writereaddata/l mages/pdf/ Policy-Material-Subsidiary.pdf

Whistle Blower Policy

http://www.nhpcindia.com/ writereaddata/i mages/pdf/ wbp.pdf

Familiarization programme for Directors

http://www.nhpcindia.com/ writereaddata/l mages/pdf/ Familarisation programmes-E. pdf

Dividend Distribution Policy

http://www.nhpcindia.com/ writereaddata/l mages/pdf/ Dividend-Policy-21062017.pdf

Extract of Annual Return

http://www.nhpcindia.com/ NHPC-annual-reports.htm

41. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The following changes in composition of Board of Directors took place since the last annual report:

1. Shri Nalini Kant Jha, Independent Director ceased to be Director on the Board of the Company due to his sudden demise on November 5, 2018. The Board places on record its deep appreciation for the valuable contribution and guidance given by Late (Shri) N. K. Jha during his tenure as Director.

2. Ministry of Power vide its order dated November 22, 2018 re-appointed Shri Satya Prakash Mangal, Prof. Kanika T. Bhal and Prof. Arun Kumar as Non-official Independent Directors for a period of one year with effect from the date of completion of their tenure i.e. November 17, 2018 or until

further orders, whichever is earlier. Accordingly, Board has appointed them as Additional Directors w.e.f. November 18, 2018 till the conclusion of next AGM unless re-appointed.

Details of remuneration/sitting fee paid to Directors during the year 2018-19 are given in the Corporate Governance Report.

All Independent Directors of the Company as on March 31, 2019, have declared that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI LODR. They have further declared that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

42. ACKNOWLEDGEMENT

The Board would like to acknowledge with thanks the guidance and co-operation received from Government of India, particularly the Ministry of Power, Ministry of New & Renewable Energy, Ministry of Finance, Ministry of Environment, Forest & Climate Change, Department of Public Enterprises, Central Electricity Authority, Central Electricity Regulatory Commission, Appellate Tribunal for Electricity, State Governments, State Utilities, Power Distribution Companies and valuable clients of consultancy assignments.

The Board also expresses its gratitude to the Shareholders, Bankers and Financial Institutions for their continued support and confidence reposed by them in the Company.

We place on record our special appreciation to the contribution of contractors, vendors and consultants in implementation of various projects of the Company.

We also acknowledge the constructive suggestions received from the Office of Comptroller & Auditor General of India, Statutory Auditors, Secretarial Auditor and Cost Auditors.

Your Directors wish to place on record their sincere appreciation for the unstinting efforts and dedicated contributions put in by the NHPCians at all levels, to ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors

(Balraj Joshi)

Chairman and Managing Director

DIN: 07449990

Date: August 2, 2019

Place: Faridabad

Source : Dion Global Solutions Limited
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