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NHPC Ltd.

BSE: 533098 Sector: Infrastructure
NSE: NHPC ISIN Code: INE848E01016
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VOLUME 546602
52-Week high 34.50
52-Week low 24.00
P/E 11.06
Mkt Cap.(Rs cr) 30,983
Buy Price 30.20
Buy Qty 2139.00
Sell Price 0.00
Sell Qty 0.00
OPEN 30.90
CLOSE 30.85
VOLUME 546602
52-Week high 34.50
52-Week low 24.00
P/E 11.06
Mkt Cap.(Rs cr) 30,983
Buy Price 30.20
Buy Qty 2139.00
Sell Price 0.00
Sell Qty 0.00

NHPC Ltd. (NHPC) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 40th Annual Report on the performance of yourCompany along with audited financial statements Auditors' Report Report of SecretarialAuditor and review of financial statements by the Comptroller and Auditor General of Indiafor the Financial Year ended 31st March 2016.

1. FINANCIAL RESULTS

The financial results for the year ended 31st March 2016 are summarized in Table 1.

Table 1: Financial highlights

(Rs. in Crore)

PARTICULARS 2015-16 2014-15
Sales 7346.77 6736.64
Profit before depreciation interest rate regulated income and tax 5166.25 4909.86
Depreciation 1452.14 1425.87
Profit after depreciation but before rate regulated income interest and tax 3714.11 3483.99
Interest and finance charges 1067.37 1179.77
Profit after depreciation and interest but before rate regulated income and tax 2646.74 2304.22
Rate regulated income 549.94 521.95
Tax 756.54 701.70
Profit after depreciation interest and tax 2440.14 2124.47
Adjustment arising out of transition provisions for recognizing rate regulatory assets (net of provision for income tax) - 876.10
Surplus of statement of profit and loss of earlier years 1745.79 7447.16
Amount written back from bond redemption reserve 109.43 15.96
Amount written back from self-insurance reserve - 5.65
Amount written back from CSR fund 13.33 4.59
Tax on dividend—written back 24.08 10.05
Balance available for appropriation 4332.77 10483.98
APPROPRIATIONS
Transfer to bond redemption reserve 185.74 379.10
Transfer to self-insurance fund - 55.77
Transfer to general reserve - 7500.00
Transfer to CSR reserve - -
Transfer to R & D fund 9.91 4.63
Proposed/final dividend 1660.60 664.27
Tax on proposed dividend 338.06 134.42
Balance carried over to reserves and surplus 2138.46 1745.79

2. DIVIDEND

Your Directors have recommended a final dividend of Rs. 1.50 per equity share(excluding dividend tax) for the Financial Year 2015-1 6. The above amount is inclusive ofan interim dividend of Re. 0.92 per equity share paid in March 201 6. The final dividendshall be paid after your approval at the forthcoming Annual General Meeting. On approvalthe total dividend payout for the year will be 68.05% of Profit After Tax.

3. POWER GENERATION

During the year the installed capacity of your Company has increased to 5041.2 MW withthe commissioning of two units of 40 MW each of TLDP-IV (4X40 MW). With the commissioningof these units the total number of commissioned units of your Company has increased to65. The third unit of TLDP-IV has also been commissioned during the current financialyear.

Board is pleased to inform that during the year 201516 your Company has achieved thehighest ever annual generation of 23683 Million Units (MUs) with 81.6% PlantAvailability Factor (PAF) as against 22000 MUs with 78.5% PAF in the Memorandumof Understanding (MoU) for excellent rating.

It is a matter of great satisfaction that Uri-II Power Station (4X60 MW) which wasunder complete shutdown since 20th November 2014 due to major fire has been fullyrestored during 2015-1 6. The power station has achieved its annual design energy (1124MW) and normative annual plant availability factor (55%) during the year.

Your Company has earned a net deviation charges of Rs. 176.72 Crore (approx) due toefficient operation and timely response to changes in the grid frequency.

Bairasiul Power Station (180 MW) is completing 35 years of its commercial operation in2016-17. Detailed Project Report (DPR) for renovation & modernization for extension ofthe life of the power station has been approved by the Board of Directors and has beenvetted by Central Electricity Authority. Presently process for award of contract for mainplant Electro-Mechanical (E&M) package is in advance stage.

4. COMMERCIAL PERFORMANCE

Your Company's commercial performance during the year 2015-16 was as under:

4.1 Sales and Realization

During the year your Company's sales were Rs. 7347 Crore and it was able to realize anamount of Rs. 8031 Crore which includes liquidation of outstanding amount of previousyears.

As on 31st March 2016 outstanding dues of Rs. 835 Crore were pending for more than 60days. Out of the above Rs. 580 Crore pertains to Power Development Department J&K(JKPDD) and Rs. 206 Crore pertains to BSES Yamuna Power Limited. Your Company has madeefforts to recover the outstanding dues including regulation of power supply ofdefaulting beneficiaries. The implementation of Ujwal DISCOM Assurance Yojna (UDAY) ofGovernment of India has also facilitated in liquidation of outstanding dues bybeneficiaries.

4.2 Tariff petition before Central Electricity Regulatory Commission

Your Company has submitted tariff petitions (including truing up petitions) forfixation of tariff under Central Electricity Regulatory Commission (Terms & Conditionsof Tariff) Regulation 2014 for the period 2014-19 for its 17 power stations.

Central Electricity Regulatory Commission has issued tariff orders for 7 power stationsviz. Bairasiul Salal Chamera-I Tanakpur Dhauliganga Rangit & Loktak. Ordersagainst remaining petitions are expected shortly.

Unit 1 2 and 3 of TLDP-IV HE Project (4x40 MW each) have been commissioned on 14thFebruary 2016 16th March 2016 and 3rd July 2016. Unit 1 2 and 3 have been declared undercommercial operation with effect from 11th March 2016 31st March 2016 and 17th July 2016respectively.

5. CAPITAL STRUCTURE AND NET WORTH

Your Company's paid-up capital and net worth as on 31st March 2016 was Rs. 11070.67Crore and Rs. 28751.95 Crore respectively.

President of India acting through Ministry of Power Govt. of India in April 2016divested 11.36% of its holding in the Company and had raised Rs. 2719.55 Crore throughOffer for Sale (OFS) route through the stock exchange mechanism. Post OFS President ofIndia's shareholding in the Company has come down to 74.60% from 85.96%.

6. STATUS OF ONGOING PROJECTS

Your Company is presently engaged in the construction of four hydroelectric projectsand their status is as under:

6.1 Teesta Low Dam-IV Hydroelectric Project (160 MW) West Bengal:

All the major Civil & Hydro-Mechanical (HM) works have been completed and threeunits of the project have been commissioned. The fourth unit is expected to becommissioned by September 2016.

6.2 Kishanganga Hydroelectric Project (330 MW) Jammu & Kashmir:

The project is estimated to generate 1705.60 MUs of energy in a 90% dependable year.Construction works of the project are in full swing. E&M and HM works are in progress.The project is expected to be commissioned by November 2016.

6.3 Parbati- II Hydroelectric Project (800 MW) Himachal Pradesh:

Parbati-II Hydroelectric Project is a run of the river scheme on the river Parbati. Theproject is estimated to generate 3108.66 MUs of energy in a 90% dependable year.Construction works of the project are going in full swing. Major civil works of dam andpower house have been completed.

Balance Civil E&M and HM works are in progress. Excavation of balance Head RaceTunnel (HRT) by Tunnel Boring Machine (TBM) is most critical. The shear zone treatmentwhere the TBM was stuck has been completed and tunneling has been resumed in October 2015.Project is now expected to be commissioned in December 2018.

6.4 Subansiri Lower Hydroelectric Project (2000 MW) Assam/Arunachal Pradesh:

The project works are held up since December 2011 due to agitation by various pressuregroups of Assam State which has affected the project completion schedule. Ministry ofPower (MoP)

Govt. of India has constituted various committees to resolve the issues. Company isregularly pursuing with Central Govt. and State Govt. of Assam for immediate resumption ofthe construction activities at the project. The project is expected to be completed infour years time from resumption of work. The annual energy generation from this project isestimated to be 7421 MUs in a 90% dependable year. A petition against the project ispending before National Green Tribunal (NGT) at its Kolkata Branch. The petitioner hasprayed for stay on the project execution till the issue of minimum downstream flow andprotection of river embankments at downstream is decided by NGT.

7. NEW PROJECTS

Table 2: Projects under approval stage are as under:

S. PROJECT No. STATE INSTALLED CAPACITY (MW)
A. STANDALONE BASIS
(a) HYDRO PROJECTS
i Kotlibhel 1 -A Uttarakhand 195
ii Teesta-IV Sikkim 520
iii Dibang* 2880
iv Tawang-I Arunachal Pradesh 600
v Tawang-II 800
Sub-total (a) 4995
(b) WIND PROJECTS
i Wind Project Palakkad Kerala 72
ii Wind Project Andhra Pradesh 16
Sub-total (b) 88
(c) SOLAR PROJECT
iI Solar Project Tamil Nadu 50
Sub-total (c) 50
Total A (a + b+c) 5133
B. THROUGH SUBSIDIARIES
(a) HYDRO PROJECTS
i Loktak Downstream HE Project by Loktak Downstream Hydroelectric Corporation Limited (Joint Venture with Govt. of Manipur) Manipur 66
Sub-total (a) 66
(b) SOLAR PROJECTS
i I Solar Project by Bundelkhand Saur Urja Limited (Joint Venture with UPNEDA) Uttar Pradesh 50
Sub-total (b) 50
(c) THERMAL PROJECTS
i Pirpainti Thermal Power Project (a Joint venture between Bihar State Power Generation Company Limited and Pirpainti Bijlee Company Private Limited) Bihar 1320
Sub-total (c) 1320
Total B (a + b+c) 1436
C. THROUGH JOINT VENTURE
(a) HYDRO PROJECTS
i Kiru$ (Joint Venture with JKSPDC & PTC) 624
ii Kwar$ (Joint Venture with JKSPDC & PTC) Jammu & Kashmir 540
iii Pakal Dul (Joint Venture with JKSPDC and PTC) 1000
iv Chamkharchhu - I (Joint Venture with Druk Green Power Corporation Limited Bhutan) in Bhutan - 770
Sub-total (a) 2934
Total C (a) 2934
Grand Total (A+B + C) 9503

Notes:

* Dibang Multipurpose Project was accorded concurrence by Central Electricity Authority(CEA) initially for 3000 MW. Subsequently Dibang Multipurpose Project was accordedenvironmental clearance by Ministry of Environment Forest and Climate Change on 19th May2015 with reduction in dam height by 10 meters. Due to reduction in dam height theinstalled capacity shall now be of 2880 MW.

$ Earlier capacities of Kiru and Kwar HE Projects were envisaged as 600 MW and 520 MWrespectively. The detailed project report of Kiru HE Project for 624 MW has been clearedby CEA on 13th June 2016 and Environment clearance has also been accorded to it on 24thJune 2016. The detailed project report of Kwar HE Project for 540 MW is under appraisal byCEA.

Besides the above projects two projects viz. Kotlibhel Stage 1B (320 MW) and KotlibhelStage II (530 MW) in Uttarakhand were under clearance stage. CEA had concurred theseschemes and Project Investment Board (PIB) had recommended these projects in 2007.However environmental clearance of Kotlibhel Stage-1B was withdrawn by Ministry ofEnvironment Forest and Climate Change (MoEF & CC). In this regard NHPC has filed acivil appeal before Hon'ble Supreme Court. Further MoEF & CC has also declinedpermission for diversion of forest land for construction of Kotlibhel Stage-1 B andKotlibhel Stage-II HE Projects. NHPC has taken up the issue with MoEF & CC/MoP/Statefor reconsideration of forest clearance of these projects.

8. DIVERSIFICATION

Your Company is diversifying its activities from hydropower to other sources of energyviz. wind solar and thermal. The activities of the company for establishment of suchprojects are as under:

8.1 Wind Power Projects

EPC contract for development of 50 MW wind power project in the Jaisalmer DistrictRajasthan was awarded in February 2015 along with its comprehensive operation &maintenance for 10 years. The project will be commissioned after signing of PPA withRajasthan Discoms which is under process.

A Memorandum of Understanding (MoU) was signed between Government of Kerala and NHPCfor the development of a 72 MW (10%) capacity of Wind Power Project at Agali sitePalakkad District in the State of Kerala. DPR to execute the wind power project has beenprepared.

Your Company has received in-principle allotment of 16 MW wind power plant in AndhraPradesh from New & Renewable Energy Development Corporation of Andhra Pradesh Limited(nodal agency).

8.2 Solar Power Projects

Your company has incorporated a subsidiary Company i.e. Budelkhand Saur Urja Limited injoint venture with Uttar Pradesh New and Renewable Energy Development Agency (UPNEDA) toimplement a 50 MW solar power project at Village Parason Tehsil-Kalpi District-JalaunUttar Pradesh.

Your Company has signed a MoU with the Government of Maharashtra on 10th February 2016for setting up a solar plant in the State of Maharashtra.

MoU has also been signed with Solar Energy Corporation of India (SECI) on 30th November2015 for development of 250 MW solar power projects in India.

8.3 Thermal Power Projects

A Memorandum of Understanding (MoU) was signed on 22nd February 2014 amongst NHPCLimited Bihar State Power Generation Company Limited (BSPGCL) and Pirpainti BijleeCompany Private Limited (PBCPL) for development of 1320 (2X660) MW Pirpainti ThermalPower Project in district Bhagalpur Bihar through a joint venture mode with 74% equityparticipation of NHPC and balance 26% equity share of BSPGCL in PBCPL (project company).Investment approval for the same is under process by Ministry of Power Government ofIndia.

Coal from Doecha-Pachami-Dewanganj-Harinsingha block at Birbhum West Bengal has beenallotted on 06th September 2013 to the project along- with other states. A joint venturecompany has been incorporated on 29th September 2015 under the name of "BengalBirbhum Coalfield Limited” by the allottees (seven PSUs from six states) fordevelopment of the coal block.

8.4 Pumped Storage Scheme

Your Company is actively exploring opportunities for development of pumped storageschemes in the State of Maharashtra. Preliminary cost estimate for preparation of DPR ofthe proposed projects are being worked out. Preparation for submission of Terms ofReference (ToR) has also been taken up. The matter regarding signing of Memorandum ofUnderstanding (MoU) is being taken up with Government of Maharashtra.

9. PROJECTS UNDER DPR PREPARATION

Survey and Investigation for preparation of DPRs of the following hydroelectricprojects are under process:

Table 3: Details of projects under survey and investigation:

S. No. PROJECT INSTALLED CAPACITY (MW)
1 Bursar HE Project* J&K 800
2 Dhauliganga Intermediate HE Project** Uttarakhand 225
3 Goriganga-IIIA HE project Uttarakhand 120
Total 1145

• Earlier installed capacity of Bursar HE Project was envisaged as 1020 MW. Asper the terms of reference of MoEF & CC the capacity of Bursar has been reduced to800 MW. Accordingly the viability of the project would be reviewed on completion of DPR.

** Due to flash flood in the month of June 2013 and deposition of huge riverinematerial in the dam area the alternative dam site location has been identified. As perthe new water series the installed capacity of Dhauliganga Intermediate HE Project mayincrease from 210 MW to 225 MW subject to detailed engineering.

10. DEEN DAYAL UPADHYAY GRAM JYOTI YOJNA (ERSTWHILE RGGVY)

Your Company has implemented rural electrification projects during the X and XI planunder the Deen Dayal Upadhyay Gram Jyoti Yojna (erstwhile RGGVY) in 27 districts spreadover five states viz. West Bengal Bihar J&K Chhattisgarh and Odisha at an estimatedcost of approx. Rs. 2800 Crore.

Major achievements of rural electrification works till 31st March 2016 were as under:

• Electrified 9077 Un-electrified/De-electrified villages.

• Electrified 18693* partially electrified villages.

• Provided service connections to 16.10 Lakhs* Below Poverty Line (BPL) families.

• Constructed eleven 66/11 kV new sub-stations in Leh and Kargil.

• Constructed forty eight 33/11 kV new sub-stations.

• While approval of the closure report of various rural electrification projectsthe project cost and the number of villages/BPL connections have been revised/reduced byRural Electrification Corporation Limited the nodal agency for the scheme.

11. RURAL ROADS PROJECT

Your company had signed an MoU with the Ministry of Rural Development Government ofIndia and the Government of Bihar for constructing rural roads in six districts namelyVaishali Muzaffarpur Sitamarhi East Champaran Sheohar and West Champaran of Biharunder the Pradhan Mantri Gram Sadak Yojna (PMGSY) in the year 2004. These roads are to bemaintained by NHPC for five years after construction.

Under this scheme 758 roads of 3228.82 Km length having cost of Rs. 1725.65 Crorehave been awarded to NHPC for execution. Till 31st March 2016 752 roads having 3221 Kmlength have been completed and handed over. Out of the above maintenance period of fiveyears in respect of 338 roads of 1637 Km length has been completed.

12. CONSULTANCY SERVICES

Your company provides consultancy services in various fields of hydro power viz. riverbasin studies survey works design and engineering geological studies geotechnicalstudies hydraulic transient studies hydrological studies contract managementconstruction management equipment planning underground construction testingcommissioning operation & maintenance etc. within and outside the country.

Your Company has also signed an agreement with Teesta Urja Limited (TUL) for providingconsultancy services for Project Construction Management for 1200 MW Teesta Stage-III HEProject Sikkim.

Major consultancy assignments to your company are from government agencies (Central andState) CPSUs and other agencies in India and Bhutan.

13. GLOBAL INITIATIVES

The work for the preparation of Pre-feasibility Report of Kuri Gongri Reservoir Projectin Bhutan was entrusted to NHPC. The report has been submitted to Royal Government ofBhutan (RGoB). Further design & engineering consultancy services are also beingprovided to Mangdechhu Hydroelectric Project Authority (MHPA) for the implementation ofMangdechhu Hydroelectric Project (720 MW) in Bhutan. This prestigious assignment includesentire design and engineering right from the initiation of tender process till theexecution of the project.

NHPC is in the process of undertaking implementation of 770 MW Chamkharchhu-I HEproject in Bhutan in joint venture mode under an inter government agreement signedbetween Government of India and RGoB. iscussions with Druk Green Power CorporationLimited Bhutan are in advanced stage for the formation of Joint Venture Company.

During the year NHPC has also provided consultancy services as a partner in Indianconsortium led by Power Grid Corporation of India Limited in management consultancycontract with Ethiopian Electric Power Company (EEPCO) in Ethiopia.

14. FINANCING OF NEW PROJECTS

As per CERC guidelines for the purpose of tariff fixation the financing of a projectis to be considered in 70:30 debt equity ratio. Your directors are of the opinion thatavailable internal accruals will be sufficient to finance equity component fornew/upcoming projects.

Your Company is well positioned to raise required funds against its strong domestic andinternational credit ratings.

15. INFORMATION TECHNOLOGY AND COMMUNICATION

Your Company has a robust information technology and communication infrastructure. Itsvarious sites are connected with the corporate office through multimode fail-safecommunication links using MPLS-VPN/VSAT-Ku band/broadband technologies. NHPC hasco-located its key servers at TIER-III data centers of M/s National Informatics CentreService Incorporated (NICSI) at New Delhi and M/s BSNL at Faridabad. Disaster Recovery(DR) site is also operational for ERP at NHPC office at Kolkata and a near DR site hasalso been made operational at M/s BSNL's Data Centre at Faridabad. Information Technology(IT) and cyber security policy is in place to manage the IT system to ensure optimum andsecure utilization of the assets owned by NHPC.

All key business functions viz. finance human resource procurement & contractsinventory project management power plant operation and maintenance energy sales andaccounting quality assurance etc. have been implemented in the IFS-ERP System usinglatest tools & technologies.

As per Government of India directives the procurement process through e-tender systemis operational in the Company. NHPC is also acting as a nodal agency for CERT- HYDRO toguide and monitor the cyber security related activities in the constituent memberorganizations.

16. TRAINING AND HUMAN RESOURCE DEVELOPMENT

Training is an effective tool for improvement in performance and grooming internaltalent of individual he team and the organization. NHPC in collaboration with ASCIHyderabad IIMs IMT Ghaziabad FMS Delhi IIT Roorkee ISM Dhanbad IISc Bangalore ABBAlstom GE Electric BHEL etc. regularly organizes multi-disciplinary programmes todevelop behavioural managerial and functional competency of employees.

NHPC took a special initiative on succession planning by identifying senior officialswho can hold key level positions. During the year a customized program on successionplanning designed in consultation with Faculty of Management Studies (FMS) University ofDelhi was organized. This programme consisted of four modules of four days each whichwere attended by Head of Units/prospective Head of Units.

17. INDUSTRIAL RELATIONS

During the year industrial relations remained cordial and harmonious at all theProjects/Power Stations/Units.

18. RESETTLEMENT AND REHABILITATION

Your Company is committed to follow the newly enacted Resettlement & Rehabilitationprovisions as mentioned in the "Right to Fair Compensation & Transparency in LandAcquisition Resettlement & Rehabilitation Act 2013”.

19. VIGILANCE ACTIVITIES

As per CVC guidelines integrity pact has been implemented successfully for allprocurement of works goods and services equal to or more than value of Rs. 100 Lakh Rs.7 Lakh and Rs. 15 Lakh respectively.

In compliance to guidelines issued by Ministry of Power and Central VigilanceCommission NHPC has opted for e-procurement solution across the organization as a part oftransparent procurement system. The supply/works/ contracts cases above the value of Rs. 5lakh are awarded through e-procurement process. Now the threshold limit of Rs. 5 lakh fore-tendering has been reduced to Rs. 2 lakh.

Circulars and guidelines based on inspection/intensive examination are being issuedfrom time to time as part of preventive vigilance.

Regular and surprise inspections are being conducted by vigilance department.Actionable points identified by Project Vigilance Officers are intimated to Head ofProjects from time to time. Intensive examinations of works wherever required are alsocarried out by Chief Technical Examiner (CTE) of the CVC.

Vigilance awareness week and various vigilance awareness programmes are being organizedto promote transparency and ethics in working system.

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal financial controls with reference to financialstatements. During the year such controls were tested and no reportable material weaknessin the design or operation was observed.

21. RISK MANAGEMENT

Risk Management Policy of the Company which was under implementation since 2009-10has been revised in July 2015. The policy establishes a structured and disciplinedapproach to Risk Management including the development of a risk register to guidedecisions on risk related issues. A total of 53 key risks have been identified along-withtheir mitigation measures and recorded in the risk register of the revised policy. Riskco-ordinators for each risk are identified who are responsible for timely action tomanage the risks to avoid any detrimental effect on the Company's business. Implementationof risk management policy has resulted in increased focus on corporate governance andmanaging the risks during construction of projects and operation of power stations.Company has also improved the compliance on legal and regulatory requirements by periodiccompliance audit of its various locations.

22. PROCUREMENT FROM MICRO & SMALL ENTERPRISES

Under the Public Procurement Policy for Micro and Small Enterprises (MSEs) Order 2012annual procurement plan including items to be procured from Micro & Small Enterprises(MSEs) are uploaded on NHPC's website for the benefits of MSEs. NHPC has designated aNodal officer for the co-ordination & implementation of public procurement policy.

NHPC is extending benefits to MSEs like exemption of tender fee earnest money depositpurchase preference and interest on delayed payments.

During the financial year 2015-16 under public procurement policy NHPC has procuredproducts and services from MSEs constituting 20.1% of total annual procurement value afterexcluding the value of items/ equipments/services which are either Original EquipmentManufacturers (OEMs) proprietary equipments and/ or not manufactured/provided by MSEsagainst the mandate target of 20% set by Ministry of Micro Small and Medium Enterprises(MSME) Govt. of India.

A total of nineteen (19) special vendor development programmes have been organized inco-ordination with MSME at various NHPC's Power Station/Projects/Units.

23. OFFICIAL LANGUAGE IMPLEMENTATION

Your Company has complied the provisions of the Official anguages Act 1963 andrelevant rules during the year 2015-1 6. Efforts were made to improve the progressive useof official language in accordance with Government of India policy.

Quarterly meetings of the Official Language Implementation Committee (OLIC) and TownOfficial Language Implementation Committee (TOLIC) Faridabad were organized to review theprogressive use of official language. Many programmes like Hindi fortnight all Indiarajbhasha sammelan Hindi competitions Hindi pustak pathan saptah Hindi kavi sammelanetc. were organised to propagate the use of official language Hindi during the year2015-16. Hindi workshops and departmental computer workshops were regularly organized inthe Company. Rajbhasha magazines titled 'Rajbhasha Jyoti' and 'Nagar Saurabh' were alsopublished to encourage use of Hindi.

The Parliamentary Committee on Official Language carried out inspection of Salal PowerStation at Jammu on 2nd June 2015 and appreciated the efforts made by the Company in theprogressive use of Hindi. Further intensive monitoring of Official Languageimplementation and Rajbhasha inspections were carried out in various departments of thecorporate office and at other power stations/projects/regional offices by seniorexecutives of the Company.

24. PR INITIATIVES/AWARENESS ACTIVITIES

Your Company's achievements and necessity of hydropower were highlighted through printand electronic media from time to time.

Corporate films highlighting the developmental activities carried out by NHPC werescreened at a number of platforms. NHPC has also participated in various exhibitionsduring the year at different locations.

21st Inter CPSU Chess Tournament was successfully hosted by NHPC at its ResidentialComplex Faridabad from 16th to 18th March 2016. Teams from NHPC also participated invarious other Inter CPSU sports tournaments organized under the aegis of Power SportsControl Board Ministry of Power during the financial year 2015-16.

Bureau of Energy Efficiency (BEE) implements various schemes for encouragement ofenergy conservation throughout the country with the support of CPSUs under the overallguidance of Ministry of Power Government of India. NHPC had co-ordinated the paintingcompetitions at Schools State and National level in the States of Jammu and KashmirManipur Sikkim Arunachal Pradesh and Madhya Pradesh.

25. AWARDS AND RECOGNITIONS

Today in this ever-changing business environment every organization is looking for newhorizons to maintain a cutting edge. Company's excellence can't be measured by merefinancial performance. NHPC endeavors for an all-round growth and the same is reflected inthe list of awards & achievements received during the year.

Awards in management & leadership:

• CBIP Award for the "Best performing utility in Hydro power sector” atCBIP Awards on 29th December 2015.

• "Power Sector PSE of the year Award” at the 2nd IPSE Awards held atNew Delhi on 23rd December 2015.

• "Dun & Bradstreet Everest Infra Awards 2015” under the PowerGeneration (Renewable Energy) category.

• "Gold Shield” for meritorious performance (for the year 2013-14) forearly Completion of Nimmo Bazgo HE Project on 3rd June 2015 presented by Shri PiyushGoyal Hon'ble Union Minister of State (Independent Charge) for Power Coal and New &Renewable Energy.

• "Most Eco Friendly Award” and "Most Valuable Company Award”in the Mini-Ratna Category at the Second India Today Group PSU Awards held on 14thDecember 2015.

• "Special Jury Award for Best Enterprise” under Mini-Ratna Category byForum of Women in Public Sector in recognition of commendable work and employee friendlypolicies.

• First prize by Ministry of Home Affairs for outstanding work in implementationof Hindi for the year 201415 under a new award scheme "Rajbhasha Kirti Puraskar”on 14th September 2015.

• "Second Prize” by Ministry of Home Affairs to TOLIC Faridabad(working under the aegis of NHPC) for outstanding work in the field of Rajbhashaimplementation.

• Regional office Jammu was awarded first prize for commendable work done inimplementation of Hindi for the year 2014-15. Salal Power Station and Tanakpur PowerStation were also awarded third prize for the same.

26. CORPORATE GOVERNANCE REPORT

In compliance to Schedule V (C) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (LODR) nd Guidelines onCorporate Governance for Central Public Sector Enterprises issued by Department of PublicEnterprises (CGDPE) a separate section on Corporate Governance is given at Annexure-I.A certificate from practicing company secretary regarding compliance of conditions ofcorporate governance in accordance with Schedule V (E) of the LODR and CGDPE is given at Annexure-II.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance to Schedule V (B) of the LODR and CGDPE a separate report on managementdiscussion and analysis is given at Annexure-III.

28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are given at Annexure-IV.

29. BUSINESS RESPONSIBILITY REPORT

In compliance to Regulation 34 (2) of LODR a Business Responsibility Report regardingthe disclosures of initiatives taken by the Company on environmental social andgovernance issues is given at Annexure-V.

30. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2015-16 the Company has not entered into any materialtransaction with any of its related party. The Company's major related party transactionsare generally with its subsidiaries and associates for providing consultancy servicesleasing out of properties and manpower services. All thecontracts/arrangements/transactions entered into with related parties were on arm's lengthbasis intended to further Company's interest. Accordingly the disclosure of RelatedParty Transactions as required under section 134(3)(h) of the Companies Act 2013 in FormAOC-2 is not applicable.

The policy on related party transactions as approved by the Board can be accessed onthe Company's website at the link: http://nhpcindia.com/writereaddata/Images/pdf/Policy-Related-Pa rty-Transaction.pdf.

Attention of the members is also drawn to para no. 10 of note no. 29 of the financialstatements which sets out related party disclosures as per Accounting Standard - 18.

31. REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) & SUSTAINABLE DEVELOPMENT (SD)

Your Company is conducting its business in a socially responsible manner by maintaininghigh level of organizational integrity and ethical behavior in conformity with expectedstandards of transparency in reporting and disclosing the performance in all spheres ofactivities. CSR initiatives of your Company aim at addressing social economical andenvironmental concerns of its stakeholders including those directly impacted by itsoperations and activities.

Your Company has a well defined policy on CSR & Sustainability in line with theprovisions of section 135 of the Companies Act 2013 read with Companies (Corporate SocialResponsibility Policy) Rules 2014 and the Guidelines on Corporate Social Responsibilityand Sustainability issued by Department of Public Enterprises Government of India.

The Corporate Social Responsibility & Sustainability Policy of your Company isavailable at http://www.nhpcindia. com/writereaddata/Images/pdf/CSR_Policy_Final.pdf

As per section 135 of the Companies Act 2013 2% of the average net profit for thelast 3 financial years is to be spent on CSR activities. As against the required amount ofRs. 43.28 Crore for the financial year 20151 6 the company has spent Rs. 72.68 Crore. Assuch the spending on CSR activities comes to 3.36% of average net profit of last threefinancial years.

A separate report on activities undertaken by your Company during the Financial Year2015-16 under Corporate Social Responsibility (CSR) & Sustainable Development (SD) isgiven at Annexure-VI.

32. EXTRACT OF ANNUAL RETURN

Extract of annual return of the Company in accordance to section 92(3) of the CompaniesAct 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014is given at Annexure- VII.

33. RIGHT TO INFORMATION

In compliance to the provisions of the Right to Information Act 2005 (RTI) NHPC hasplaced various documents/records on its website. Further NHPC has designated AppellateAuthority Transparency Officer Central Public Information Officer (CPIO) at CorporateOffice and Assistant Public Information Officers (APIOs) at PowerStations/Projects/Regional Offices/Units to implement the provisions of Right toInformation Act 2005 (RTI).

During the year 2015-1 6 744 applications and 84 First Appeals were received under RTIAct out of which 735 (98.79%) applications and 75 First Appeals (89.28%) respectivelywere replied/disposed off. Besides the above 3 Second Appeals were filed by theapplicants before the Central Information Commission (CIC) which were decided in favourof NHPC.

34. AUDITORS AND AUDITORS' REPORT

34.1 Secretarial Auditor

The Board has appointed M/s Agarwal S. & Associates practicing companysecretaries Delhi to conduct Secretarial Audit of the Company for the Financial Year2015-16. The Secretarial Audit Report is given at Annexure- VIII. The SecretarialAuditor in his report has made certain qualifications/ observations. Thequalifications/observations and replies thereto are as under:

S. No. Qualification/ Observation Management reply
1. Composition of the Board of Directors of the Company is required to be in Compliance with Regulation 17(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (Clause 49(I I) of erstwhile Listing Agreement) and Para 3.1.4 of DPE Guidelines on Corporate Governance. Company does not have requisite number of Independent Directors on its Board. As per Article 34 of the Articles of Association of the Company read with MCA notification dated 5th June 2015 the power to appoint Directors (including Independent Directors) on the Board of the Company vests in the President of I ndia. Accordingly the matter regarding appointment of Independent Directors is regularly pursued with the administrative Ministry i.e. Ministry of Power.
2. Performance evaluation of the Directors of the Company is required to be in Compliance with Regulation 17(10) & 25(4) of SEBI (LODR) 2015. Board of Directors in its meeting held on 26th April 2016 has approved the "Policy on performance evaluation of Board Board level Committees and Independent Directors”. The process of performance evaluation of Board Board level Committees and Independent Directors for the Financial Year 201516 has already been initiated.
3. Board has extended the tenure of two independent Directors by reappointing them as additional Directors. Necessary consent from administrative ministry is still awaited. The Board had extended the tenure of two Independent Directors by appointing them as Additional Directors for the period till new independent Directors joined the Board or till the date of next AGM. The decision of the Board was conveyed to the Ministry and no directions/objections were received from the Ministry.

34.2 Statutory Auditors

The Statutory Auditors of NHPC Limited being a Government Company are appointed by theComptroller and Auditor General of India.

M/s S.N. Dhawan & Co. New Delhi M/s Ray and Ray Kolkata and M/s Gupta Gupta& Associates Jammu were appointed as Joint Statutory Auditors for the Financial Year2015-16.

The notes on financial statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark. No instance of fraud has beenreported by the Auditors under section 143(12) of the Companies Act 2013.

The standalone financial statements of the company along-with report of the StatutoryAuditors is given at Annexure-IX. The comments f the Comptroller and AuditorGeneral of India along-with management reply thereon are given at Annexure-X. Theconsolidated financial statements of the Company along-with the Statutory Auditors' Reportare given at Annexure-XI.

34.3 Cost Auditors

In accordance with the Companies (Cost Records and Audit) Rules 2014 the costaccounts are being maintained by all power stations of the Company. The following firms ofCost Accountants were appointed to conduct audit of cost accounting records of powerstations as indicated against their respective names for the Financial Year 20151 6 undersection 148 of the Companies Act 2013:

Name of the Firm Name of Power Station
M/s. K. L. Jaisingh & Co. Noida. Salal Uri-I and Uri-II
M/s. H. Tara & Co. New Delhi. Chamera-I Bairasiul and Parbati-III
M/s. V. P. Gupta & Co. Noida Chamera-II and Sewa-II
M/s. SKR & Associates Jaipur Tanakpur Chamera-III and Dhauliganga
M/s Jugal K Puri & Associates New Delhi Chutak and Nimmo Bazgo
M/s. N K Jain & Associates New Delhi Dulhasti Loktak and TLDP-IV
M/s S P Bhattacharyya & Co. Kolkata Rangit Teesta-V and TLDP-III

Consolidated Cost Audit Report for the FY 201415 was filed on 1st October 2015. Thedetails of cost audit firms for which Cost Audit Report for the FY 2014-15 was filed aregiven below:

S. No. Power Stations Cost Auditor Membership No. Address
1. Salal Uri-I and Uri-II M/s Ravi Sahni & Co. 16339 C-40 West Gorakh Park Extension New Delhi 110 032
2. Chamera-I and Bairasiul M/s Bahadur Murao & Co. 5574 Shop No. 25 DDA Market "B” Block Preet Vihar Delhi 110 092
3. Tanakpur Dhauliganga and Chamera III M/s S.C Mohanty & Associates 10924 511 Sahid Nagar Bhubaneshwar 751 007
4. Rangit Teesta-V and TLDP III M/s K. L. Jaisingh & Co. 1222 J-7 Sector-XI Jaisingh House Noida 201 301
5. Chutak Nimmo Bazgo and Parbati-III M/s H. Tara & Co. 17321 A-1-B/49-B Paschim Vihar New Delhi 110 063
6. Dulhasti and Loktak M/s V. P. Gupta & Co. 1917 B-25 Sector-23 Noida Uttar Pradesh 201 301
7. Chamera II and Sewa-II M/s SKR & Associates 5966 Shop No.- 5 1st Floor JDA Market Near SBBJ Chouraha Chitrakoot Scheme Ajmer Road Jaipur 302 021

35. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act 2013 and Accounting Standard (AS)-21 onconsolidated financial statements read with AS-27 on financial reporting of interest injoint ventures the audited consolidated financial statements are provided in this AnnualReport.

36. PARTICULARS OF LOANS & GUARANTEES GIVEN INVESTMENTS MADE AND SECURITIESPROVIDED

Particulars of loans & guarantees given investments made and securities providedare given in the standalone financial statements (please refer to Note No. 4 12 & 15of the standalone financial statements).

Further section 186 of the Companies Act 2013 (except sub-section 1) regarding loansmade guarantees given or securities provided is not applicable to the Companies engagedin the business of providing infrastructure facilities.

37. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has the following subsidiary/associates/ joint venture Companies as on31st March 2016:

A. Subsidiary Companies

(i) NHDC Limited

NHDC is a Joint Venture Company between NHPC Limited (51%) and the Government of MadhyaPradesh (49%) having two operating power stations i.e. Indira Sagar (1000 MW) andOmkareshwar (520 MW) in Madhya Pradesh. During the Financial Year 2015-16 the generationfrom Indira Sagar Power Station and Omkareshwar Power Station was 1974.28 MU and 958.61MU respectively.

In order to diversify its activities NHDC is exploring the prospects of solar powerdevelopment in the State of Madhya Pradesh.

(ii) Loktak Downstream Hydroelectric Corporation Limited

Loktak Downstream Hydroelectric Corporation Limited (LDHCL) was promoted as a JointVenture Company between NHPC Limited and the Government of Manipur with equityshareholding of 74% and 26% respectively for implementation of Loktak DownstreamHydroelectric Project (66 MW) in Tamenglong District of Manipur. All statutory clearancesfor execution of the project have been obtained. As desired by Central ElectricityAuthority fresh DPR was submitted on 25th March 2015 which is under examination. Bidsfor turnkey execution of the project were nvited by the Company. As the quotation fromlowest bidder was much higher than the estimated cost LDHCL Board decided to cancel thetenders and to implement the project through two EPC packages viz. one for civil &hydro-mechanical and the other for Electro-mechanical works.

Further the Government of Manipur has also allocated hydro-electric component (7.5 MW)of Thoubal Multipurpose Scheme to the company. The Board of NHPC Limited has accordedin-principle approval to contribute equity for this project. The project is under fieldinvestigation stage.

(iii) Bundelkhand Saur Urja Limited

Bundelkhand Saur Urja Limited was incorporated on 2nd February 2015 as a Joint VentureCompany between NHPC Limited and Uttar Pradesh New and Renewable Energy Development Agency(UPNEDA) to implement a 50 MW solar power project at Village Parason Tehsil-KalpiDistrict-Jalaun Uttar Pradesh. As per the promoters' agreement the equity participationof NHPC shall not be less than 74% and of UPNEDA for the project will not be more than 26%of the total share capital of the Company. The land earmarked by UPNEDA for the projecthas been withdrawn and allotment of another land is in process. Accordingly the contractwhich was to be awarded on the basis of the land earmarked was cancelled.

Fresh bidding process for award of EPC contract for the development of 50 MW solarcrystalline photovoltaic grid connected power plant along with associated 132 kV powerevacuation equipment will be initiated after allocation of land by UPNEDA.

B. Associate/Joint Venture Companies

(i) Chenab Valley Power Projects Private Limited

Chenab Valley Power Projects Private Limited is a Joint Venture Company between NHPCLimited (49%) Jammu & Kashmir State Power Development Corporation Limited (49%) andPTC India Limited (2%) established for development of Pakal Dul HE Project (1000 MW)Kiru HE Project (624 MW) and Kwar H E Project (540 MW) in the state of Jammu &Kashmir.

Bids for turnkey execution of Pakal Dul HE Project which were invited on 19th June2013 have been cancelled. Process for inviting fresh bids for execution of the projectthrough packages of major components viz. Diversion Tunnel HRT- TBM Dam Power house HMand E&M has been initiated.

Central Electricity Authority (CEA) has accorded Techno Economic Appraisal (TEA) forthe Kiru HE Project. Environment Clearance has been accorded to the Project by MoEF&CCon 24th June 2016. Detailed Project Report (DPR) of Kwar HE Project is under examinationby CEA and environment clearance for the project is under process.

The Company has taken up infrastructure development works (Projects Roads BridgeBuilding etc.). However major construction activities are yet to be started.

(ii) National High Power Test Laboratory Private Limited (NHPTL)

NHPTL was incorporated as a Joint Venture Company of NHPC Limited NTPC Limited PowerGrid Corporation of India Limited and Damodar Valley Corporation to set up an online highpower test laboratory for short-circuit test facility in the Country. SubsequentlyCentral Power Research Institute joined the Company after execution of a supplementaryjoint venture agreement.

The Company is constructing High Voltage Transformer (HVTR) Lab and Medium VoltageTransformer (MVTR) Lab at Bina in the State of Madhya Pradesh for short circuit testing oftransformers upto 765 kV. Around 95% of the work has been completed till date. Thelaboratory is expected to be commissioned in 2016.

(iii) National Power Exchange Limited

National Power Exchange Limited was incorporated on 11th December 2008 as a JointVenture Company of NHPC Limited NTPC Limited Power Finance Corporation Limited and TataConsultancy Services Limited to operate a power exchange at National level. The Company ispresently under liquidation. The equity participation of NHPC in the Company is 16.67%.

No Company has become/ceased to be a subsidiary or joint venture or associate duringthe Financial Year 2015-1 6.

A report on the financial position of each of the subsidiaries associates and jointventure Companies as per the Companies Act 2013 is provided as annexure to theconsolidated financial statements and hence not repeated here for the sake of brevity.

The audited financial statements of subsidiary companies are not being attached to theaudited annual financial statements of the Company. In terms of section 136 of theCompanies Act 2013 any shareholder interested in obtaining a copy of aforesaid financialstatements may write to the Company Secretary NHPC Limited.

This information is also available on the website of the Company i.e. www.nhpcindia.com.

The policy on material subsidiaries as approved by the Board may be accessed on theCompany's website at the following link:

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

38. DISCLOSURES:

In terms of the requirements of section 135 and section 177 of the Companies Act 2013the disclosure regarding composition of Committee on Corporate Social Responsibility (CSR)& Sustainability and Audit Committee as on 31st March 2016 are as under:

38.1 Committee on Corporate Social Responsibility (CSR) and Sustainability

The Committee on Corporate Social Responsibility (CSR) and Sustainability comprises thefollowing members:

1. Prof. Arun Kumar Independent Director- Chairman

2. Shri Jayant Kumar Director (Finance)

3. Shri D.P. Bhargava Director (Technical)

38.2 Audit Committee

The Audit Committee comprises the following members:

1. Shri Satya Prakash Mangal Independent Director-Chairman

2. Shri Farooq Khan Independent Director

3. Shri Ratish Kumar Director (Projects)

All the recommendations made by the Audit Committee during the year were accepted bythe Board.

38.3 Vigil Mechanism

Your Company has a defined and established whistle blower policy (vigil mechanism) forreporting instances of unethical/improper conduct and for taking suitable steps toinvestigate and correct the same. The whistle blower policy is available on the Company'swebsite at http://www. nhpcindia.com/writereaddata/images/pdf/wbp.pdf. The provisions ofthis policy are in line with the provisions of section 177(9) of the Companies Act 2013and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

During the year 2015-1 6 no complaint has been reported under whistle blower policy.Further no personnel had been denied access to the Audit Committee.

39. DIRECTORS' RESPONSIBILITY STATEMENT

In compliance to section 134(3)(c) of the Companies

Act 2013 the Directors hereby confirm the following:

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

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the Financial Year and ofthe profit of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and

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

40. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

• Functional Directors

Since the 39th Annual General Meeting held on 23rd September 2015 Shri R. S. T Saithen Chairman & Managing Director vacated his office on 23rd September 2015 consequentupon the appointment of Shri Krishna Mohan Singh as an additional director to hold theposition of Chairman and Managing Director of the Company w.e.f. 23rd September 2015 tillthe date of next Annual General Meeting.

Shri R.S.T. Sai then CMD who was also given additional charge of Director (Projects)relinquished the same w.e.f. 23rd September 2015 on his ceasing to be CMD NHPC. Ministryof Power Government of India vide its order dated 6th January 201 6 had appointed ShriRatish Kumar as Director (Projects). He was appointed by the Board as an additionaldirector on 7th January 2016 with effect from his taking over the charge i.e. 6th January2016.

Shri Dinesh Prasad Bhargava then Director (Technical) relinquished his charge on 31stMarch 201 6 on attaining the age of superannuation. Shri Balraj Joshi has been appointedby the Board as an Additional Director w.e.f 1st April 2016.

• Government Nominee Directors:

Shri Arun Kumar Verma then Government Nominee Director appointed on the Board of NHPCon 17th December 2014 ceased to be director of the Company consequent upon orders fromMinistry of Power on 19th October 2015. He was succeeded by Shri Aniruddha Kumar thenJoint Secretary (Hydro) Ministry of Power who joined NHPC Board on 28th October 2015.Consequent upon orders from Ministry of Power Shri Aniruddha Kumar ceased to be directorof the Company w.e.f. 29th February 201 6. Smt. Archana Agrawal Joint Secretary (Hydro)Ministry of Power was appointed as Government Nominee Director on the Board of the Companyw.e.f. 6th March 2016.

• Independent Directors:

Shri Ashoke Kumar Dutta and Shri Atul Kumar Garg Independent Directors vacated theiroffice on 23rd September 2015 in terms of section 161 of the Companies Act 2013. Ministryof Power Government of India had appointed Shri Satya Prakash Mangal Prof. Kanika T.Bhal Prof. Arun Kumar and Shri Farooq Khan as Independent Directors vide its letter dated18th November 2015. They were appointed by the Board of Directors of NHPC on 26th November2015 as Additional Directors till the forthcoming Annual General Meeting.

The Board places on record its deep appreciation for the excellent contributions madeby Shri R. S. T Sai Shri K. N. Garg Shri Arun Kumar Verma Shri Aniruddha Kumar ShriAshoke Kumar Dutta Shri Atul Kumar Garg and Shri Dinesh Prasad Bhargava during theirtenure as Directors.

All Independent Directors have declared that they meet the criteria of independence aslaid down under section 149 (6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI(LODR) 2015.

Details of board and committee meetings are given in the corporate governance report.

Ministry of Corporate Affairs vide its notification dated 5th June 2015exempted/amended certain provisions of the Companies Act 2013 for Government Companies.As per the above notification the Nomination & Remuneration Committee is not requiredto formulate criteria for appointment of Directors their remuneration policy and carryingout their performance evaluation in certain cases. Further the Board of ovt. Companiesare not required to evaluate performance of Directors in case they are evaluated by theadministrative Ministry.

Particulars of employees and related disclosure have not been provided in the reportpursuant to above notification.

As regards policy on remuneration of KMPs (other than Directors) and other employees ofthe Company their pay structure allowances and other benefits are governed by relevantDPE Guidelines. Annual performance evaluation of senior management personnel of theCompany is being done as per the "performance appraisalrecording and custody”rules of the Company read with relevant guidelines of Department of Public EnterprisesGovt. of India. Policy on Performance Evaluation of Board Board level Committees andIndependent Directors of the Company has been approved by the Board. Accordingly theperformance evaluation process has been initiated.

The details of familiarization programmes for Directors are put up on the website ofthe Company at http://nhpcindia.com/writereaddata/ Images/pdf/FP-InDirectors2015-16.pdf .

The details of remuneration paid to Directors during the Financial Year 2015-16 havebeen provided in the corporate governance report.

41. MEETINGS OF THE BOARD

Ten meetings of the Board of Directors were held during the year 2015-1 6. For furtherdetails please refer corporate governance report annexed to this Annual Report.

42. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

Your Company is committed for the prevention of sexual harassment of women at workplaceand takes prompt action in the event of reporting of such incidents. Complaint Committeeshave been constituted to deal with sexual harassment complaints if any and conductenquiries.

There were no complaints of sexual harassment pending as on 1st April 2015. During theyear one complaint of sexual harassment was received which was examined and disposed off.

43. INVESTOR EDUCATION AND PROTECTION FUND (IEPF) DETAILS

Pursuant to the provisions of IEPF (Uploading of Information regarding unpaid andunclaimed amounts lying with Companies) Rules 2012 the details of the unpaid andunclaimed amounts lying with the Company as on 23rd September 2015 (date of last AnnualGeneral Meeting) are available on the Company's website at the ink:http://www.nhpcindia.com/IEPF.htm and also on the website of Ministry of CorporateAffairs.

44. GENERAL

No disclosure or reporting in respect of the following items is required as there wereno transactions on these items during the year under review:

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

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

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

4. Remuneration or commission received by Chairman & Managing Director or theFunctional Directors of the Company from any of its subsidiaries.

5. Significant or material orders passed by the regulators or courts or tribunalswhich impact the going concern status and Company's operations in future.

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

45. ACKNOWLEDGEMENT

The Board of Directors of your Company places on record its sincere appreciation forthe persistent support and guidance extended by the Ministry of Power Govt. of IndiaCentral Electricity Regulatory Commission State Governments and their MinistriesDepartments/Boards Bankers Financial Institutions Lenders and Investors.

The Board places its special appreciation to our valued customers State ElectricityBoards & discoms and other valuable clients of our consultancy assignments.

Your Directors also wish to place on record its deep gratitude for the co-operation andcontinued support extended by Statutory Auditors Secretarial Auditors Cost Auditors andthe Office of the Comptroller and Auditor General of India. Last but not the least theBoard wishes to place on record its deep gratitude to all employees whose enthusiasm teamefforts devotion and sense of belongingness has made your Company proud.

For and on behalf of the Board of Directors

(K.M. Singh)
Chairman and Managing Director
DIN 02223301
Date: 4th August 2016
Place: Faridabad