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NHPC Ltd.

BSE: 533098 Sector: Infrastructure
NSE: NHPC ISIN Code: INE848E01016
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VOLUME 345808
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VOLUME 345808
52-Week high 34.50
52-Week low 24.50
P/E 12.22
Mkt Cap.(Rs cr) 27,700
Buy Price 0.00
Buy Qty 0.00
Sell Price 27.00
Sell Qty 745.00

NHPC Ltd. (NHPC) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 41st Annual Report on thebusiness and operations of the Company along with audited financial statementsAuditors' Report Report of Secretarial Auditor and review of financial and AuditorGeneral of India for the Financial Year ended 31st March 2017. Financial Year 2016-17 wasyet another year of achievements for your Company. During the year under report yourCompany added 130 MW to its capacity by commissioning its first wind power plant of 50 MWat Jaisalmer Rajasthan and two units of 40 MW each of TLDP-IV Power Station (4 X 40MW).

The total installed capacity of your Company (including of subsidiaries& JVs) as on 31st March 2017 was increased to 6691 MW.

Major highlights for the year 2016-17 are:

• Total revenue and revenue from operations (net) were Rs 8729.84 crore and Rs7271.17 crore respectively. Total comprehensive income Net Profit After Tax (PAT) andother comprehensive income were Rs 2803.26 crore Rs 2795.59 crore and Rs 7.67 crorerespectively.

• Power stations have achieved generation of 23275 MUs which includes generationof 18.2 MUs from Wind Power Project Jaisalmer and deemed generation of 326.8 MUs fromChutak & Nimmo Bazgo Power Stations.

• Company had bought back 81.13 crore equity shares at a price of Rs 32.25 pershare for an aggregate amount of Rs 2616.60 crore.

• Overall Plant Availability Factor (PAF) of 83.41% was achieved during theFinancial Year which is higher than previous year's PAF of 81.6%.

• Overall performance of the Company for the Financial Year 2015-16 was rated as"Very Good" in terms of Memorandum of Understanding (MOU) signed with Governmentof India.

• Cash contribution of Rs 3116.08 crore was made to Government of India'sexchequer through dividend dividend tax income tax and wealth tax in the Financial Year2016-17.

• Market capitalization of the Company as on 31st March 2017 stood at Rs32881.12 crore.

• Power Purchase Agreements (PPAs) were signed with Government of BiharUttarakhand Assam and Mizoram for upcoming Tawang HE Projects Stage-I (600 MW) andStage-II (800 MW) in Arunachal Pradesh.

• Power Purchase Agreement (PPA) was signed with Government of Bihar and Odishafor upcoming Teesta IV HE Project (520 MW) in Sikkim.

• Highest ever interim dividend of Rs 1882.02 crore (@ Rs 1.70 per equity share)was paid in January 2017. Further a final dividend of Rs 0.10 per equity share has beenrecommended for the Financial Year 2016-17 subject to approval of the shareholders.

Awards and Recognition

• "Best Miniratna" at Dun & Bradstreet PSU Awards 2016.

• "PSE Excellence Award" for securing third place in the ‘MiniRatnas and other category' for Corporate Governance for the year 2015 at the 6th PSEExcellence Awards organized by Indian Chamber of Commerce in association with theDepartment of Public Enterprises Govt. of India.

• "Best Hydropower Enterprise Award" by Hydropower Forum of India underthe aegis of Enertia Foundation and Renewable Energy Promotion Association at the 2ndIndia Hydro Awards 2016.

• Awarded for displaying utmost commitment and drive to create a vibrant workenvironment for the construction fraternity especially by achieving the targets of"Mission Skilling India" by Construction Industry Development Council (CIDC).

• Excellence in CSR/Environment Protection and Conservation at the 8th India PrideAwards 2016-17.

• Runner-up in the listed Public Sector Company category at the 2nd CorporateGovernance Excellence Awards 2015-16 organized by ASSOCHAM.

• "Best Water Management in Power Generation" at the 11th Water DigestWater Awards Water Titans 2016-17.

• Awarded for "Best Risk Management Practices" at the 3rd India RiskManagement Awards.

• Winner of Dun & Bradstreet Infra Awards 2016 under "PowerGeneration-Renewable" category.

• Second prize under "Rajbhasha Kirti Puraskar" by Ministry of HomeAffairs Govt. of India for commendable work in implementation of Rajbhasha amongst PublicSector Undertakings located in Region "A" for the year 2015-16.

• Second prize under the category of Public - Manufacturing (Large) at the 13thNational Awards for Excellence in Cost Management-2015 by the Institute of CostAccountants of India.

• "Golden Peacock Business Excellence Award 2016" by Institute ofDirectors.

1. FINANCIAL PERFORMANCE

The financial results for the year ended 31 st March 2017 aresummarized in Table 1.

Table 1: Financial Highlights

( Rs in crore)

PARTICULARS

2016-17

2015-16*

Revenue from operations

7271.17

7353.00

Profit before depreciation interest rate regulated income and tax

5222.23

5060.77

Depreciation

1388.40

1359.07

Profit after depreciation but before rate regulated income interest and tax

3833.83

3701.70

Interest and finance charges

1073.22

1072.10

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

2760.61

2629.60

Rate regulated income

713.99

550.90

Tax

679.01

750.61

Profit after depreciation interest rate regulated income and tax

2795.59

2429.89

Other Comprehensive Income (OCI)

7.67

3.24

Total Comprehensive Income (TCI)

2803.26

2433.13

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

3147.66

2531.56

Amount written back from bond redemption reserve

109.42

109.43

Amount written back from CSR fund

-

13.33

Tax on dividend—written back

-

24.08

Movement in Other Comprehensive Income

-

(9.40)

Sub-total

6060.34

5102.13

Less: APPROPRIATIONS
Transfer to bond redemption reserve

394.49

185.74

Dividend and Corporate Dividend Tax (CDT)

2996.35

1758.82

Transfer to R & D fund

12.20

9.91

Closing Balance of Retained Earnings including Other Comprehensive Income

2657.30

3147.66

* Figures of Financial Year 2015-16 have been re-casted to make them Ind-AS compliant.

1.1 Revenue

Your Company has registered a growth of 4.61% in the total incomeduring the Financial Year 2016-17 by generating revenue of Rs 8729.84 crore as against Rs8345.07 crore during the Financial Year 2015-16.

1.2 Expenses

The total expenditure during Financial Year 2016-17 was of Rs 5969.23crore as against total expenditure of Rs 5715.47 crore in the Financial Year 2015-16.Employee benefit expenses generation & other expenses finance cost and depreciationwere 26% 33% 18% and 23% respectively of total expenses as against 20% 37% 19% and 24%respectively in the previous year. Total expenditure in terms of percentage remained thesame as of previous year at 68% of total income during the Financial Year 2016-17.

1.3 Profit

Your Company had earned a Profit After Tax (Total Comprehensive Income)of Rs 2803.26 crore during the Financial Year 2016-17 as compared to Rs 2433.13 crore(re-stated as per Ind AS) in the Financial Year 2015-16.

1.4 Share Capital

The paid-up equity share capital of the Company as on 31st March 2017was Rs 10259.32 crore as against Rs 11070.67 crore in the previous year. Decrease inpaid up capital was due to buy-back of equity shares.

1.5 Net Worth

Your Company's net worth as on 31st March 2017 was Rs 26942.13crore as against Rs 29761.15 crore in the previous year. Decrease in net worth as on31st March 2017 was due to buy-back of shares and payment of interim dividend.

1.6 Offer for Sale by the Govt. of India to the Employees

The President of India acting through Ministry of Power Govt. of Indiahad divested its holding in NHPC equivalent to 11.36% of the paid up capital duringApril 2016 and raised Rs 2719.55 crore through Offer for Sale (OFS) route. Furthertotal of 62881397 shares representing 0.568% of the paid up equity capital of theCompany were offered to eligible employees in November 2016. These shares were offered ata rate of Rs 20.66 per equity share (at a discount of 5% on OFS price of Rs 21.75). Afterthe above Offer for Sale to employees the holding of Government of India in the Companywas reduced to 74.51%.

1.7 Buy-back of Shares

Your Company had also bought back its 811347977 fully paid up equityshares of Rs 10/- each from the shareholders of Company at a price of Rs 32.25 per equityshare pursuant to the decision taken by the Board of Directors in its meeting held on 7thFebruary 2017. The buy-back consideration paid to the shareholders was Rs 2616.60 crore.The activity of the buy-back was completed on 27th March 2017. After the Buy-back paidup capital was reduced to Rs 10259.32 crore comprising 10259320519 equity shares ofRs 10/- each.

2. DIVIDEND

Your Company had paid an interim dividend of Rs 1.70 per equity sharein January 2017. In addition to above the Board of Directors of your Company hasrecommended a final dividend of Rs 0.10 per equity share for the Financial Year 2016-17.Accordingly the total dividend for the year comes to Rs 1.80 per equity share. The totaldividend pay-out on approval of final dividend of Rs 0.10 for the Financial Year 2016-17will be Rs 1984.61 crore ( Rs 2388.64 crore including dividend distribution tax of Rs404.03 crore) representing 71% of the profits after tax as against a dividend pay-out ofRs 1660.60 crore representing 68% of the profits after tax in the previous year.

3. OPERATIONAL PERFORMANCE

During the Financial Year 2016-17 the standalone installed capacity ofyour Company had increased to 5171 MW with the commissioning of remaining twounits of 40 MW each of TLDP-IV HE Project (4X40 MW) (under commercial operation w.e.f.19th August 2016) and 50 MW Wind Power Project Jaisalmer Rajasthan (under commercialoperation w.e.f. 30th September 2016). Presently the aggregate installed capacity ofyour Company is 6691 MW (including 2 power stations of 1520 MW of NHDC Limited –Subsidiary Company of NHPC).

Your Company had generated 23275 Million Units (MUs) during theFinancial Year 2016-17. The Plant Availability Factor during the Financial Year 2016-17was at 83.41%. The power station wise generation and Plant Availability Factor is given atTable 2.

Table 2: Power Station wise generation and Plant Availability Factor(PAF) during Financial Year 2016-17

NAME OF POWER STATIONS

GENERATION TARGET* (MU)

ACTUAL GENERATION (MU)

PAF TARGET* (%)

ACTUAL PAF (%)

PONDAGE POWER STATIONS**
BAIRA SIUL (180 MW)

650

669

92.54

93.30

LOKTAK (105 MW)

530

741

93.54

96.91

CHAMERA – I (540 MW)

2270

2224

96.54

98.02

RANGIT (60 MW)

340

347

95.54

97.84

CHAMERA – II (300 MW)

1460

1444

95.54

98.67

DHAULIGANGA (280 MW)

1110

956

89.54

82.58

DHULASTI (390 MW)

2147

2280

95.24

95.26

TEESTA – V (510 MW)

2593

2773

92.54

95.09

SEWA – II (120 MW)

470

471

96.54

98.13

CHAMERA – III (231 MW)

1015

917

91.54

80.14

TLDP – III (132 MW)

565

554

89.54

89.51

TLDP – IV1 (160 MW)

500

603

89.54

92.15

Sub Total A

13650

13979

93.55

93.43

RUN OF THE RIVER POWER STATIONS & RESTRICTED PLANTS
SALAL (690 MW)

3280

3423

65.00

70.45

TANAKPUR (94.2 MW)

450

430

55.00

66.20

URI (480 MW)

2940

2803

74.00

79.10

CHUTAK2 (44 MW)

195

220

50.00

57.35

NIMOO BAZGO2 (45 MW)

220

246

65.00

81.41

URI – II (240 MW)

1362

1473

74.00

81.75

PARBATI – III (520 MW)

665

682

50.00

53.49

KISHANGANGA (330 MW)

238

-

80.00

-

Sub Total B

9350

9277

64.00

69.29

TOTAL A+B (HYDRO)

23000

23256

81.12

83.41

WIND POWER PROJECT3

0

18

-

-

TOTAL

23000

23275

81.12

83.41

*Targets shown are for "Very Good" rating as per MOU.

** PAF MOU Targets for Financial Year 2016-17 are for "VeryGood" rating and related to Pondage Power Stations only i.e. excluding Run of RiverPower Stations & Restricted Plants.

Actual achievement for the Financial Year 2016-17 is as under:

Increase in Plant Availability Factor over Previous Year excluding Run of River and Restricted

Financial Year 2015-16 - Actual

Financial Year 2016-17 - Actual

Actual increase over previous year

Plants

92.85%

93.43%

0.62%

Note:

1. Unit 3 & 4 of TLDP IV HE Project (4X40 MW) were commissioned on3rd July 2016 & 11th August 2016 and declared under commercial operation on 17thJuly 2016 & 19th August 2016 respectively.

2. Generation includes deemed generation of Chutak Power Station (176.2MUs) & Nimoo Bazgo Power Station (150.6 MUs).

3. Wind Power Project was declared under commercial operation on 30thSeptember 2016. Accordingly your Company had achieved target for "Very Good"rating as per the MOU signed with Ministry of Power Govt. of India. Your Directors arepleased to inform that Company had also earned net deviation charges of Rs 150crore (approx) due to efficient operation and timely response to changes in the gridfrequency.

The Bairasiul Power Station (180 MW) which was commissioned in theyear 1981 had completed 35 years of its commercial operation in the Financial Year2016-17. Proposal for its renovation & modernization for the extension of its life hasbeen approved by Central Electricity Regulatory Commission (CERC) and shall be carried outfrom the year 2018 to 2021. Electro-Mechanical (E&M) package for the power station hasbeen awarded to M/s BHEL. Likewise Loktak Power Station (105 MW) shall be completing 35years of its commercial operation in the Financial Year 2018-19. Proposal for itsrenovation & modernization for the extension of its life has been approved by theBoard of Directors and is presently under examination/vetting by the Central ElectricityAuthority (CEA).

4. COMMERCIAL PERFORMANCE

4.1 Sales and Realization

During the year under report your Company's sales from operationsstood at Rs 7191.53 crore. We are pleased to inform that your Company has been able torealize an amount of Rs 7676.27 crore including collection of surcharge and liquidationof outstanding amount of previous years during the Financial Year 2016-17. As on 31stMarch 2017 the total outstanding dues of Rs 959.95 crore were pending for more than 60days. Out of the above Rs 566.64 crore pertains to Power Development Department J&K(JKPDD) and Rs 256.74 crore pertains to BSES Yamuna Power Limited. Your Company is makingefforts to recover the outstanding dues by continuous follow-up and regulation of powersupply of defaulting beneficiaries. The implementation of Ujwal DISCOM Assurance Yojna(UDAY) of Government of India has also facilitated in liquidation of outstanding dues bybeneficiaries.

4.2 Tariff petition before Central Electricity Regulatory Commission

The tariff petitions in respect of all the 19 hydro power stations hadbeen filed for the period 2014-19 for fixation of tariff under Central ElectricityRegulatory Commission (Terms & Conditions of Tariff) Regulation 2014. Tariff ordersfor 14 power stations have been issued by Central Electricity Regulatory Commission(CERC). Interim tariff have been allowed for remaining 5 new power stations. The finaltariff for these new power stations will be issued by CERC after the submission ofrevised cost estimate duly approved by Govt. of India.

4.3 Signing of Power Purchase Agreements (PPAs)

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

SR. No. Name of State/ Union Territory/ Distribution Companies Name of Power Station
1 Jammu & Kashmir Dulhasti Chamera–I Chamera – II Tanakpur Salal Uri and Sewa - II
2 Uttar Pradesh Chamera – II Tanakpur Salal Uri Chamera – I and Sewa - II
3 Chandigarh Salal Uri Tanakpur Chamera–I Sewa-II Chamera-III Uri-II and Parbati–III
4 Tata Power Delhi Distribution Limited – Delhi Bairasiul Salal Tanakpur Chamera – I Uri – I Sewa – II and Chamera – III
5. Assam Loktak
6 Bihar Teesta – V and Rangit
7. Jharkhand Teesta – V and Rangit
8 Odisha Teesta – V

5. STATUS OF ONGOING PROJECTS

Your Company is presently engaged in the construction of threehydroelectric projects. The status of these ongoing projects is as under:

5.1 Kishanganga Hydroelectric Project - 330 MW (3 X 110 MW) Jammu& Kashmir:

Kishanganga HE Project is a run of the river project on KishangangaRiver in the Bandipore District of Jammu & Kashmir. The project will generate 1713MUs of energy in a 90% dependable year on its commissioning. The Dam works and Head RaceTunnel (HRT) of the project are almost completed. The Electro-Mechanical works are inadvanced stage of completion. The work of project was disrupted due to law and orderproblem in the Kashmir valley during July 2016 to January 2017. The work in power housearea has been resumed with effect from January 2017. The progress of the balance work onall fronts is gearing up for commissioning of project. The 1st Unit of the projectis anticipated to be commissioned in November 2017 and remaining two Units by January2018.

5.2 Parbati- II Hydroelectric Project - 800 MW (4 X 200 MW) HimachalPradesh:

Parbati-II Hydroelectric Project is a run of the river scheme on theRiver Parbati. Major civil works of Dam Intake Structure De-silting Chamber Pressureshafts Surge shaft Powerhouse and Jiwa Nallah works have been completed. Water conductorsystem consists of 31.52 Km long Head Race Tunnel (HRT) out of which excavation of 27.4Km and concrete lining of 24.6 Km length has been completed till May 2017. Since theresumption of excavation of HRT by Tunnel Boring Machine (TBM) from October 2015 648 mof tunnel has been excavated till 31st May 2017. E&M works of powerhouse are alsoprogressing satisfactorily. Out of four generating units three units have been boxed up.In Unit-IV stator and rotor have been lowered and boxing up is in progress.

First and second units of Parbati-II HE Project were successfully spunon 31st March 2017 and 9th April 2017 respectively by using the water of Jiwa Nallah.First Unit of Parbati-II HE Project has been successfully synchronized on part-load on29th July 2017. Erection of all radial gates of Dam has been completed and shall becommissioned shortly. Diversion works of Jigrai Manihaar Pancha and Hurla Nallahs arealso progressing satisfactorily.

Excavation of balance HRT by TBM is most critical. Project is nowanticipated to be commissioned in December 2018.

5.3 Subansiri Lower Hydroelectric Project - 2000 MW (8 X 250 MW)Assam/Arunachal Pradesh:

Works on the project is presently stalled due to directions fromNational Green Tribunal (NGT) Kolkata. Company is in constant touch with the CentralGovt. and State Govt. of Assam for the early resumption of the construction activities atthe project. Efforts are being made for early vacation of stay from NGT Kolkata. Theproject is expected to be completed in 4 years' time from the date of resumption ofwork.

6. NEW PROJECTS

Table 3: Projects under clearance/approval stage:

SR. No. PROJECT

STATE

INSTALLED CAPACITY (MW)

A. STANDALONE BASIS
(a) HYDRO PROJECTS
i Kotlibhel - IA

Uttarakhand

195

ii Teesta-IV

Sikkim

520

iii Dibang

28801

iv Tawang-I

Arunachal Pradesh

6002

v Tawang-II

8002

Sub-total (a)

4995

(b) WIND PROJECTS
i Wind Project Palakkad

Kerala

72

ii Wind Project

Andhra Pradesh

12.53

Sub-total (b)

84.5

(c) SOLAR PROJECT
i Solar Project

Tamil Nadu

50

Sub-total (c)

50

Total A (a+b+c)

5129.5

B. THROUGH SUBSIDIARIES
(a) HYDRO PROJECTS
i Loktak Downstream HE Project through Loktak Downstream Hydroelectric Corporation Limited (Joint Venture with Govt. of Manipur)

Manipur

66

Sub-total (a)

66

(b) SOLAR PROJECTS
i Project in Jalaun District of U.P. through Bundelkhand Saur Urja Limited (Joint Venture with UPNEDA)

Uttar Pradesh

324

Sub-total (b)

32

SR. No. PROJECT

STATE

INSTALLED CAPACITY (MW)

(c) THERMAL PROJECTS
i Pirpainti Thermal Power Project (a Joint venture between Bihar State Power Generation Company Limited and Pirpainti Bijlee Company Private Limited – The JV Company is yet to be incorporated)

Bihar (Approval for NHPC participation is awaited)

1320

Sub-total (c)

1320

Total B (a+b+c)

1418

C. THROUGH JOINT VENTURE
(a) HYDRO PROJECTS
i Kiru (Joint Venture with JKSPDC & PTC)

6245

Jammu & Kashmir

ii Kwar (Joint Venture with JKSPDC & PTC)

5405

iii Chamkharchhu – I (Joint Venture with Druk Green Power Corporation Limited Bhutan – yet to be incorporated) in Bhutan

-

770

Sub-total (a)

1934

Total C (a)

1934

Grand Total (A+B+C)

8481.5

1. The project was initially concurred for 3000 MW by CentralElectricity Authority (CEA). Subsequently due to reduction in the proposed height of theproject at the time of clearance by Ministry of Environment Forest and Climate Changethe installed capacity of the project has been reduced to 2880 MW. Forest clearance(Stage-I) and Environment Clearance have been accorded. Compliance of conditions underForest Clearance (Stage-I) is under process for obtaining Forest Clearance (Stage-II).Meeting for concurrence of the project has been held at Central Electricity Authority(CEA) in May 2017. Final concurrence for the project is awaited.

2. Environment Clearance and concurrence by CEA have been accorded forTawang-I & II HE Projects. Forest Clearance (Stage-I) has been accorded to Tawang-IIHE Project. Compliance of conditions under Forest Rights Act 2006 is under process forthese projects.

3. New & Renewable Energy Development Corporation of Andhra PradeshLimited had initially accorded approval for 16 MW project. However due to connectivityissues approval for 12.5 MW has been granted.

4. As against land for 50 MW solar power project UPNEDA hastransferred 63.491 Ha Land at Village Parason to BSUL. Now a 32 MW solar power project isproposed to be implemented.

5. DPR of Kiru & Kwar HE Projects have been techno-economicallyappraised by Central Electricity Authority. Earlier capacity for Kiru and Kwar projectswas envisaged as 600 MW and 520 MW respectively.

7. DIVERSIFICATION

Your Company is making efforts for capacity addition throughdiversification of its activities by taking projects of different sources of energy viz.wind solar and thermal. The activities of the Company for establishment of such projectsare as under:

7.1 Wind Power Projects

Your Company has commissioned a 50 MW wind power project in theJaisalmer District in the state of Rajasthan on 30th September 2016.

The Detailed Project Report (DPR) to execute a 72 MW (10%) capacitywind power project at Agali site Palakkad District in the State of Kerala has beenprepared. Signing of Power Purchase Agreement (PPA) and allotment of land is underprocess. Government of Kerala has requested to execute 8 MW capacity initially as perexisting evacuation facility. EPC bid process has been initiated.

Your Company has also received an in-principle approval for 12.5 MWwind power plant in Andhra Pradesh from New & Renewable Energy Development Corporationof Andhra Pradesh Limited (nodal agency). Signing of PPA and EPC bidding for the projectis under process.

7.2 Solar Power Projects

Your Company is in process for the establishment of a 50 MW Solar PowerProject at Dindigul/Theni District of Tamilnadu. The letter of award has been issued toEPC contractor with completion time of 9 months. The project is likely to be completed byMarch 2018.

Your Company is also under process to install solar power plants at itsvarious projects/power stations including corporate office. Plants with aggregate capacityof 360 KWp have already been commissioned. In addition to above plants with aggregatecapacity of 605 KWp are under execution and tender process for 974 KWp has been initiated.

7.3 Thermal Power Project

Investment approval for the formation of a Joint Venture Company byacquisition of 74% equity shares of Bihar State Power Generation Company Limited for thedevelopment of 1320 MW (2 X 660 MW) Pirpainti Thermal Power Project in DistrictBhagalpur Bihar is under process. The approval of Govt. of Bihar for the extension of MoUand equity funding without availing loan from NHPC is also under process.

Doecha-Pachami-Dewanganj-Harinsingha coal block at Birbhum DistrictWest Bengal was allocated to the project along with other states. However theapplications were invited by Ministry of Coal Govt. of India for allocation of seven coalblocks to States/CPSUs separately due to operational difficulties and the same is underprocess.

7.4 Pumped Storage Scheme

Government of India has envisaged large capacity additions of variableand intermittent power from solar and wind in coming years. Accordingly expeditiousdevelopment of Pumped Storage potential as balancing plants has become very vital forensuring greater grid discipline load balancing and facilitating large renewablepenetration. In the recent times Government is giving more emphasis on the development ofPumped Storage Plants due to their inherent advantages of absorbing the off-peak energy inthe system and providing peaking power which will help in the system stability. NHPC isactively exploring opportunities for the development of pumped storage schemes inpotential rich states like Maharashtra Karnataka Odisha etc. Your

Company has identified some projects in Maharashtra and Karnataka andis under discussion with respective state governments for DPR preparation and subsequentdevelopment of pumped storage projects.

8. DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATECOMPANIES

Your Company has the following subsidiaries/associates/joint ventureCompanies as on 31st March 2017:

Name of the Company Details of Joint Venture partners Performance of the Company during Financial Year 2016-17
SUBSIDIARY COMPANIES
NHDC Limited (NHDC) NHPC (51%) and Government of Madhya Pradesh (49%) NHDC is having two operating power stations viz. Indira Sagar (1000 MW) and Omkareshwar (520 MW) in Madhya Pradesh. During the Financial Year 2016-17 the generation from Indira Sagar Power Station and Omkareshwar Power Station was of 3320.79 MUs and 1427.71 MUs respectively.
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 NHPC (74%) and the Government of Manipur (26%) LDHCL is currently implementing Loktak Downstream Hydro-Electric Project (66 MW) in Tamenglong District of Manipur. All statutory clearances for the project have been received.
Corporation Limited (LDHCL) Bids for turnkey execution of the project were invited by the Company. As the lowest bid was much higher than the estimated cost therefore the Board of LDHCL decided to go for re-tendering. The project is now planned to be implemented through two EPC packages viz. one for Civil & Hydro- Mechanical and the other for Electro-Mechanical works. Tendering for the two EPC packages are under process.
Further 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 accorded in-principle approval for equity contribution for this project. The project at present is under investigation 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 Tehsil-Kalpi 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 resulting in cancellation of bids for EPC contract. Subsequently UPNEDA transferred 63.491 Ha Land at Village Parason to BSUL on 21st March 2017. Now a 32 MW Solar Power Plant is proposed to be implemented at the site.
Fresh bids for the award of EPC contract to develop 32 MW solar crystalline photovoltaic grid connected power plant along with associated 132 kV power evacuation equipment and its 10 years comprehensive operation & maintenance have been invited.

Name of the Company Details of Joint Venture partners Performance of the Company during Financial Year 2016-17
ASSOCIATE/JOINT VENTURE COMPANIES
Chenab Valley Power Projects Private Limited NHPC Limited (49%) Jammu & Kashmir State Power Development Corporation Three projects viz. Pakal Dul HE Project (1000 MW) Kiru HE Project (624 MW) and Kwar HE Project (540 MW) in Jammu & Kashmir are being developed by CVPPPL.
(CVPPPL) Limited (49%) and PTC India Limited (2%) Tenders for the execution of Pakal Dul HE Project through packages of major components viz. Diversion tunnel Head Race Tunnel-TBM Dam Power House Hydro-Mechanical and Electro-Mechanical are under process. All statutory clearances for Kiru & Kwar HE Projects are also available. Process of tendering for civil works of Kiru HE Project has been initiated. The Company has also taken up infrastructure development works i.e. projects roads bridge building etc. for Kiru HE Project. However major construction activities are yet to be started.
Tender documents for three packages – Civil Hydro-Mechanical and Electro-Mechanical for Kwar HE Project are under preparation.
National High Power Test NHPC Limited NTPC Limited Power Grid Corporation NHPTL was established to set up an online high power test laboratory for short-circuit test facility in the Country.
Laboratory Private Limited of India Limited Damodar Valley Corporation and The Company is constructing laboratories for High Voltage Transformer (HVTR) and Medium Voltage Transformer (MVTR) at Bina Madhya Pradesh.
(NHPTL) Central Power Research Institute (each having shareholding of 20%) The Voltage Transformer section of its laboratory under Stage-I for short circuit testing of transformers is commercially operational at 400 kV at Bina Madhya Pradesh w.e.f. 1st July 2017.

National Power Exchange Limited (A joint venture of NHPC Limited NTPCLimited Power Finance Corporation Limited and Tata Consultancy Services) has been woundup and dissolved w.e.f. 31st March 2017 pursuant to the orders of Hon'ble High Courtof Delhi.

A report on the financial position of each of the subsidiariesassociates and joint venture Companies as per the Companies Act 2013 has been provided asan annexure to the consolidated financial statements and hence not repeated here for thesake of brevity.

The audited financial statements of subsidiary companies are not beingattached to the audited annual financial statements of the Company. In terms of Section136 of the Companies Act 2013 any shareholder who desires to have a copy of aforesaidfinancial statements may write to the Company Secretary NHPC Limited. The financialstatements of subsidiary companies are also available on the website of the Company i.e. www.nhpcindia.com.

9. PROJECTS UNDER DPR PREPARATION

Survey and Investigation for the preparation of DPRs of the followinghydroelectric projects are under process:

SR. NO. PROJECT

INSTALLED CAPACITY (MW)

1 Bursar HE Project Jammu & Kashmir

800

2 Dhauliganga Intermediate HE Project Uttarakhand

210

3 Goriganga-IIIA HE Project Uttarakhand

150

Total

1160

9.1 Bursar HE Project Jammu & Kashmir:

The Bursar HE Project is a storage project located in Kishtwar Districtof Jammu & Kashmir on Marusudar River a major tributary of River Chenab. The projectis planned with an installed capacity of 800 MW. The storage provided at the project isintended to be used for additional power generation during lean flow months and releasingregulated flow in the downstream.

The DPR of the project has been submitted to Central ElectricityAuthority (CEA) on 6th January 2017 and is under examination.

9.2 Dhauliganga Intermediate HE Project Uttarakhand:

The Dhauliganga Intermediate HE Project is situated in the PithoragarhDistrict of Uttarakhand on the River Dhauliganga. The project was earlier planned with aninstalled capacity of 225 MW. The capacity of the project has now been reduced to 210 MWdue to change of Dam site consequent upon flash flood in June 2013 and deposition of hugeriverine material in the Dam area. The survey & investigation activities at theproject for the preparation of DPR are under progress.

9.3 Goriganga IIIA HE Project Uttarakhand:

The Goriganga IIIA HE Project is situated in the Pithoragarh Districtof Uttarakhand on the River Goriganga. The project was earlier planned with an installedcapacity of 120 MW. However as per approved water series by Central Water Commission(CWC) the installed capacity of the project was increased to 150 MW. Major survey &investigation activities have already been completed and DPR is under preparation.

10. RURAL ROAD PROJECTS

Your Company had signed an MoU with the Ministry of Rural DevelopmentGovernment of India and the Government of Bihar for the construction of rural roads in sixDistricts of Bihar namely Vaishali Muzaffarpur Sitamarhi East Champaran Sheohar andWest Champaran under the Pradhan Mantri Gram Sadak Yojna (PMGSY). Under the scheme yourCompany was awarded the works of 758 roads having cost of Rs 1725.65 crore for execution.As on 31st March 2017 752 roads of the length of 3076 km have been completed.Construction of balance 6 roads (5 roads in Vaishali District and 1 road in SheoharDistrict) are under progress.

As per the Tripartite Agreement maintenance of all 758 roads was alsoto be carried out for five years after completion of their construction. Out of 752 roadsalready completed maintenance period of five years for 570 roads covering 2395 km ofroad length has also been completed. 182 roads of the length of 681 km are undermaintenance period.

11. CONSULTANCY SERVICES

Your Company is also providing consultancy services in various fieldsrelated to hydro power within and outside the country viz. river basin studies surveyworks design and engineering hydrological studies contract & constructionmanagement etc.

Major consultancy clients of your Company are government agencies(Central and State) CPSUs and Governments of neighbouring countries.

12. FINANCING OF NEW PROJECTS

As per CERC guidelines the financing of projects is to be consideredin debt equity ratio of 70:30 for the purpose of tariff fixation.

Your directors are of the opinion that available internal accruals willbe sufficient to meet equity component for new/upcoming projects. Further your Company iswell positioned to raise required funds on the basis of its strong domestic andinternational credit ratings.

13. INFORMATION TECHNOLOGY AND COMMUNICATION

Your Company has a robust information technology and communicationinfrastructure.

Information Technology (IT) and Cyber Security Policy is in place tomanage the IT system to ensure optimum and secure utilization of the assets owned by NHPC.Its various sites are connected with the corporate office through multimode fail-safecommunication links using MPLS-OPGW/VPN/VSAT-Ku band/broadband technologies. Your Companyhas co-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 Kolkata.

All key business functions viz. finance human resource procurement& contracts inventory project management power plant operation and maintenanceenergy sales and accounting quality assurance etc. have been implemented in the IFS-ERPSystem using latest tools & technologies.

E-waste is being disposed-off in an environment friendly manner. YourCompany is also acting as a nodal agency for CERT-HYDRO to guide and monitor the cybersecurity related activities in the constituent member organizations.

14. TRAINING AND HUMAN RESOURCE DEVELOPMENT

Your Company believes that an organization can ensure its growth andexpansion on sustainable basis if its human resources are ready to lead change providemeaningful solutions overcome competitive challenges and make the most of everyopportunity for growth. It is only through an extensive training and developmentintervention that we can produce capable human resource who can put the organization onthe growth trajectory in a sustained manner.

During the period your Company has organized number of training anddevelopment programmes to enhance the competencies of the employees towards their valuablecontribution for the growth of the organization. Your Company in collaboration with ASCIHyderabad IIMs IIT-Roorkee ISM-Dhanbad Alstom BHEL etc. has organizedmultidisciplinary programmes to develop behavioural managerial and functional competencyof employees. The above programmes have been organized in various areas includingBehavioral Competency & Leadership Development Functional Competency Health &Lifestyle Management.

15. INDUSTRIAL RELATIONS

During the year industrial relations remained cordial and harmoniousat all the projects / power stations / units.

16. RESETTLEMENT AND REHABILITATION

Resettlement and Rehabilitation (R&R) Plan for the project affectedfamilies are in place as per ‘the Right to Fair Compensation and Transparency in LandAcquisition Rehabilitation and Resettlement Act 2013' for upcoming NHPC'sprojects.

17. VIGILANCE ACTIVITIES

The systems procedures and processes in NHPC are aimed to makeorganization a transparent entity. Vigilance Division of your Company has been granted ISO9001:2008 certification. All the procedures are documented and systems are in place tomonitor vigilance complaints and disciplinary cases to avoid delays.

As a part of transparent procurement system and in compliance toguidelines issued by Ministry of Power and Central Vigilance Commission (CVC) yourCompany has opted for e-procurement solution across the Company. The procurement processfor supply/works/contracts cases over the value of Rs 2 lakh is being done throughe-procurement. Your Company has also implemented e-Reverse auction for the works ofElectro-Mechanical /Hydro-Mechanical Contracts Solar Wind projects & procurement ofgoods of estimated value of more than Rs 5 crore and are not of urgent nature.

Integrity Pact has been successfully implemented for all theprocurement of works goods and services equal to or more than value of Rs 100 lakh Rs 7lakh and Rs 15 lakh respectively.

Regular and surprise inspections are being conducted by VigilanceDepartment. Actionable points identified by Project Vigilance Officers are intimated toHead of Projects from time to time. Intensive examination of works wherever required isalso carried out by Chief Technical Examiner of the CVC.

Circulars and guidelines based on inspection / intensive examinationare being issued regularly as part of preventive vigilance. Vigilance awareness week andother programmes are being arranged to create awareness promote transparency and ethicsin working system.

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal financial controls.

During the year such controls were tested and no reportable materialshortcoming in the design or operation of control systems was observed.

19. RISK MANAGEMENT

Risk Management Policy establishes a structured and disciplinedapproach to Risk Management including the development of a risk register to guidedecisions on risk related issues. The Policy was revised in July 2015 wherein a total of54 key risks had been identifiedalong-with their mitigation measures and recorded in therisk register. The Risk Management Committee comprising Independent and FunctionalDirectors has oversight on all the risks assumed by the Company. Risk co-ordinators foreach of the risks are identified for timely action to manage the risks which may havedetrimental effect on the business of the Company. Implementation of risk managementpolicy has resulted in increased focus on corporate governance and managing the risksduring construction and operation of power stations/projects. Company has also improvedthe compliances relating to legal and regulatory frameworks with periodic compliance auditof its various locations.

20. PROCUREMENT FROM MICRO & SMALL ENTERPRISES

In compliance to Public Procurement Policy for Micro and SmallEnterprises (MSEs) Order 2012 annual procurement plan including items to be procuredfrom Micro & Small Enterprises (MSEs) are uploaded on NHPC's website for thebenefits of MSEs. Your Company has designated a Nodal Officer for co-ordination &implementation of the policy.

NHPC is also extending the benefits to MSEs like exemption from tenderfees earnest money deposit purchase preference and interest on delayed payments. Duringthe Financial Year 2016-17 your Company has procured products and services from MSEswhich constitute 34.69% of the total annual procurement value against the mandate of 20%set by Ministry of Micro Small and Medium Enterprises Govt. of India. The total annualprocurement value doesn't include items/ equipments/services procured from OriginalEquipment Manufacturers (OEMs) and/or not manufactured/ provided by MSEs.

NHPC had also organized eight vendor development programmes inco-ordination with Ministry of Micro Small and Medium Enterprises Govt. of India atvarious NHPC's power stations/projects/units to encourage participation of Micro andSmall Enterprises.

21. IMPLEMENTATION OF OFFICIAL LANGUAGE

Your Company had complied the provisions of the Official Languages Act1963 and relevant rules during the year 2016-17.

NHPC had organized various programmes for its employees to encouragethe use of official language Hindi like Hindi fortnight All India Rajbhasha SammelanHindi competitions Hindi Pustak Pathan Saptah Hindi Kavi Sammelan etc. during theFinancial Year 2016-17. Hindi workshops and departmental computer workshops were regularlyorganized in the Company. Rajbhasha magazines titled ‘Rajbhasha Jyoti' and‘Nagar Saurabh' were also published to encourage the use of Hindi.

The Parliamentary Committee on Official Language carried out theinspection of TLDP-IV (Darjeeling West Bengal) and Rangit (Gangtok Sikkim) PowerStations on 17th June 2016 and 20th June 2016 respectively. The efforts made by theCompany in the progressive use of Hindi were appreciated. Further Rajbhasha inspectionswere carried out in various departments of the Corporate Office and at powerstations/projects/regional offices by senior executives of the Company. who areresponsible Your directors are pleased to inform that Company has received "RajbhashaKirti Puraskar" for outstanding work in implementation of Rajbhasha for the seventhtime. This is the highest award given by the Govt. of India in the field forimplementation of Official Language.

22. SPORTS AND OTHER ACTIVITIES

NHPC Sports Policy was approved by the Board of Directors of yourCompany during the Financial Year 2016-17. The policy aims to regulate sports relatedactivities/issues such as general administration recruitment of sports personsscholarship to sports persons provision of sports accessories etc.

Teams from NHPC had participated in various other Inter CPSU sportstournaments organized under the aegis of Power Sports Control Board Ministry of Powerduring the Financial Year 2016-17. 19th Inter CPSU Table Tennis Tournament was alsosuccessfully hosted by your Company at its Chamera-I Power Station Himachal Pradesh from12th to 15th February 2017.

Your Company had also coordinated the painting competitions at SchoolsState and National level in the States of Jammu and Kashmir Manipur Sikkim ArunachalPradesh and Madhya Pradesh.

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

23. RIGHT TO INFORMATION

In compliance to the provisions of the Right to Information Act 2005(RTI) NHPC has placed various documents/ records on its website i.e. www.nhpcindia.comduring the Financial Year 2016-17. Your Company has designated senior officers as CentralPublic Information Officer (CPIO) Appellate Authority Transparency Officer at CorporateOffice and Assistant Public Information Officers (APIOs) at powerstations/projects/regional offices/units to implement the provisions of RTI Act.

During the Financial Year 2016-17 541 (185 online) applications and 71(30 online) first appeals were received under RTI Act out of which 538 (99.45%)applications and 71 first appeals (100%) were replied/disposed-off. Further 10 appealswere filed by the applicants before the Central Information Commission (CIC) which werealso disposed-off.

24. INVESTOR EDUCATION AND PROTECTION FUND (IEPF) DETAILS

Pursuant to the provisions of Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 details of unpaid andunclaimed amounts lying with the Company are available on the Company's web sitelink: http://www. nhpcindia.com/Default.aspx?id=278&lg=eng& and also on thewebsite of Ministry of Corporate Affairs. The information relating to transfer ofunclaimed /unpaid amounts to Investor Education and Protection Fund is given in theCorporate Governance Report.

25. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year 2016-17 the Company has not entered into anymaterial transaction with any of its related parties. The Company's major relatedparty transactions are generally with its subsidiaries and associates for providingconsultancy services leasing out of properties and manpower services. All the contracts /arrangements / transactions entered into with related parties were on arm's lengthbasis intended to further the Company's interest. Accordingly the disclosure ofRelated Party Transactions as required under Section 134(3)(h) of the Companies Act 2013in Form AOC-2 is not applicable.

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

26. VIGIL MECHANISM

Your Company had adopted a Whistle Blower Policy as part of vigilmechanism to provide appropriate avenues to the directors employees vendors andcontractors to bring instances of unethical/improper conduct to the knowledge ofmanagement. The provisions of this policy are in line with the provisions of Section177(9) of the Companies Act 2013 and Regulation 22 of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015.

A senior officer has been designated for effective implementation ofthe policy and dealing with the complaints registered under the policy. During theFinancial Year 2016-17 no complaint was reported under the policy. No person was deniedaccess to the Audit Committee on the issues pertaining to the Whistle Blower Policy.

27. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In line with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 ‘Internal ComplaintsCommittees' have been constituted at various locations of the Company for theredressal of complaint(s) against sexual harassment of women employees. The committee atCorporate Office of the Company is being headed by a senior woman officer and includesrepresentative from an NGO as one of its members. Your Company has also prohibited sexualharassment of women by incorporating it as misconduct under "NHPC (ConductDiscipline and Appeal) Rules". During the Financial Year 2016-17 the Company did notreceive any complaint of sexual harassment.

28. DEBENTURE TRUSTEES

In compliance to the requirements of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the details ofDebenture Trustees appointed by the Company for different series of Bonds issued by theCompany from time to time is provided elsewhere in this report.

29. STATUTORY AND OTHER INFORMATION

Information required to be furnished as per the Companies Act 2013SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 DPE'sGuidelines 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

VIII

30. AUDITORS' REPORT

30.1 Secretarial Audit

The Board has appointed M/s P. P. Agarwal & Co. CompanySecretaries Delhi to conduct Secretarial Audit of the Company for the Financial Year2016-17. The report of Secretarial Auditor is given at Annexure-IX.

The qualification/observation in Secretarial Auditor's

Report and reply thereto is as under:

SR. No. Qualification/ Management reply Observation

1. The composition of the As per Article 34 Board of Directors is of the Articles ofnot in compliance with Association of the Section 149(1) of the Company read withCompanies Act 2013 Ministry of Corporate the Regulation 17(1) Affairs notification (b)of Securities and dated 5th June 2015 Exchange Board of India the Independent (ListingObligations Directors on the Board and Disclosure of the Company are Requirements) to beappointed by Regulations 2015 and the President of India. Para 3.1.4 of the DPE Thematter regarding Guidelines on Corporate appointment of Governance as the IndependentDirectors Company does not have is regularly being requisite number of pursued with theIndependent directors Administrative Ministry on its Board. i.e. Ministry of Power.

30.2 Statutory Auditors

The following Joint Statutory Auditors of your Company were appointedby the Comptroller and Auditor General of India for the Financial Year 2016-17:

1. M/s S.N. Dhawan & Co. LLP New Delhi

2. M/s Ray and Ray Kolkata and

3. M/s Gupta Gupta & Associates Jammu

The Joint Statutory Auditors have audited the financial statements ofthe Company for the Financial Year 2016-17. The report of Joint Statutory Auditors iswithout any qualification. Further no instance of fraud has been reported by the Auditorsunder Section 143(12) of the Companies Act 2013.

The standalone financial statements of the Company along-with report ofthe Statutory Auditors are given at

Annexure-X. The consolidated financial statements of the Companyalong-with the Statutory Auditors' Report are given at Annexure-XI.

30.3 Review of accounts by the Comptroller & Auditor General ofIndia (C&AG)

The comments of the Comptroller and Auditor General of India (C&AG)on the financial statements of the

Company for the Financial Year 2016-17 in pursuant to Section 143 ofthe Companies Act 2013 are self-explanatory and are given at Annexure-XII.

30.4 Cost Audit

As per the requirement of Companies (Cost Records and Audit) Rules2014 the Cost Accounting records are being maintained by all power stations of your

Company. The following firms of Cost Accountants were appointed toconduct audit of cost accounting records of power stations for the Financial Year 2016-17under Section 148 of the Companies Act 2013:

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

The consolidated Cost Audit Report in XBRL format for the FinancialYear ended 31st March 2016 was filed with the Central Government on 9th September 2016within the statutory period. The Cost Audit Report for the Financial Year ended 31stMarch 2017 shall be filed within the prescribed time period.

31. PARTICULARS OF LOANS & GUARANTEES GIVEN INVESTMENTS MADE ANDSECURITIES PROVIDED

Particulars of loans & guarantees given investments made andsecurities provided are given in the standalone financial statements (please refer to NoteNo. 6 and 16 of the standalone financial statements).

Further Section 186 of the Companies Act 2013 (except sub-section 1)regarding loans made guarantees given or securities provided is not applicable to theCompanies engaged in the business of providing infrastructure facilities.

32. PARTICULARS OF EMPLOYEES

As per notification dated 5th June 2015 issued by the Ministry ofCorporate Affairs Government Companies are exempted from the provisions of Section 197 ofthe Companies Act 2013. Therefore such particulars have not been included as part ofDirectors' Report.

33. BOARD AND COMMITTEES OF THE BOARD

Your Company has Audit Committee Stakeholders' RelationshipCommittee Nomination & Remuneration Committee Risk Management Committee Committeeon Corporate Social Responsibility & Sustainability and other board level committees.The details of composition of these Committees along with number of meetings of the Boardand its Committees are given in the Corporate Governance Report which forms part of thisreport.

34. PERFORMANCE EVALUATION OF THE DIRECTORS AND THE BOARD

Ministry of Corporate Affairs vide its notification dated 5th June2015 has exempted/amended certain provisions of the Companies Act 2013 for the GovernmentCompanies. As per the said notification the Nomination & Remuneration Committee isnot required to formulate remuneration policy criteria for the appointment of directorsand their performance evaluation in certain cases i.e. in case performance of directors isevaluated by the Administrative Ministry.

Policy on Performance Evaluation of Board Board level Committees andIndependent Directors of the Company was approved by the Board. Accordingly an annualperformance evaluation process of Board Board level Committees and Independent Directorsof the Company for the year 2015-16 was carried out during year 2016-17. Theperformance evaluation process for the year 2016-17 is in process.

As regards policy on remuneration of Key Managerial Personnel and otheremployees of the Company their pay structure allowances and other benefits are governedby relevant DPE Guidelines. Annual performance evaluation of senior management personnelof the Company is being done as per the "Performance Appraisal-Recording andCustody" rules of the Company read with relevant guidelines of Department of PublicEnterprises Govt. of India.

35. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act 2013 your Directors confirmthat:

(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 and loss 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; and

(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.

36. DIVIDEND DISTRIBUTION POLICY

Your Company has formulated a Dividend Distribution Policy duly approved by the Boardof Directors and the same is annexed with this report.

37. GENERAL

No disclosure or reporting in respect of the following items is required as there wasno 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 underany scheme.

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

4. Significant regulators or courts or tribunals which impact the going concern statusand Company's operations in future.

5. 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.

6. Details related to public deposits as required under Chapter V of the Act except tothe extent explanation given in the annexure to the Auditors' Report.

38. WEBSITE LINK FOR VARIOUS POLICIES OF THE COMPANY

Website links for the information required to be hosted on the website of the Companyi.e. www.nhpcindia.com as per the Companies Act 2013 SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 etc. are as follows:

Particulars Website Link
Policy on Related http://www.nhpcindia.
Party Transactions com/writereaddata/Images/
pdf/Policy-Related-Party-
Transaction.pdf
Corporate Social http://www.nhpcindia.com/
Responsibility & Sustainability Policy writereaddata/Images/pdf/CSR_
Policy_Final.pdf
Policy on Material http://www.nhpcindia.com/
Subsidiaries writereaddata/Images/pdf/
Policy-Material-Subsidiary.pdf
Whistle Blower Policy http://www.nhpcindia.com/
writereaddata/images/pdf/wbp.
pdf
Familiarization programme for Directors http://www.nhpcindia.com/
writereaddata/Images/pdf/FP-
InDirectors2016-17.pdf
Dividend http://www.nhpcindia.com/
Distribution Policy writereaddata/Images/pdf/
Dividend-Policy-21062017.pdf

39. BOARD OF DIRECTORS

39.1 Functional Directors

Shri Ratish Kumar Director (Projects) has been assigned the additionalcharge to the post of Chairman & Managing Director of the Company with effect from 1stAugust 2017 consequent upon the retirement of Shri K. M. Singh from the post of Chairman& Managing Director on attaining the age of superannuation on 31st July 2017.

Shri Mahesh Kumar Mittal Director (Finance) joined the Board as anAdditional Director on 1st March 2017 consequent upon the retirement of Shri JayantKumar then Director (Finance) and Chief Financial Officer (CFO) on attaining the age ofsuperannuation on 28th February 2017. Further the Board in its meeting held on17th April 2017 appointed Shri Mittal as CFO of the Company.

Shri Nikhil Kumar Jain Director (Personnel) joined the Board as anAdditional Director on 7th February 2017 consequent upon the retirement of then Director(Personnel) Shri R. S. Mina on attaining the age of superannuation on 31st January 2017.

The details of remuneration paid to Directors during the Financial Year2016-17 have been provided in the corporate governance report.

39.2 Independent Directors

Shri Farooq Khan Independent Director resigned from the directorshipof the Company on 17th August 2016 due to his appointment as Administrator UnionTerritory of Lakshadweep. Accordingly addendum to the notice of last AGM regardingwithdrawal of item pertaining to his appointment as an Independent Director was issued on5th September 2016 and published in newspapers. All the Independent Directors as on 31stMarch 2017 have declared that they meet the criteria of independence as laid down underSection 149 (6) of the Companies Act 2013 and Regulation 16(1)(b) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

The Board wishes to place on record its deep appreciations for thevaluable contribution and guidance given by Shri K. M. Singh Shri Jayant Kumar Shri R.S. Mina and Shri Farooq Khan during their tenure as Directors.

40. ACKNOWLEDGMENT

The Board of Directors of your Company acknowledge with deep sense of appreciation theco-operation and guidance received from the Govt. of India particularly the Ministry ofPower Ministry of New & Renewable Energy Ministry of Finance Ministry ofEnvironment Forests & Climate Change Department of Public Enterprises CentralElectricity Regulatory Commission Central Electricity Authority State Governments andtheir Ministries/Departments.

The Board of Directors also conveys their gratitude to the Shareholders BankersFinancial Institutions and Lenders for the confidence reposed by them in the Company. TheBoard places its special appreciation to our valued customers State Electricity Boards& Distribution Companies and other valuable clients of our consultancy assignments.

We also acknowledge the constructive suggestions received from the Office ofComptroller & Auditor General of India Statutory Auditors Secretarial Auditor andCost Auditors.

The Board of Directors express their deep sense of appreciation to all the employeeswhose outstanding professionalism commitment and initiative has made theorganization's growth and success possible and continues to drive its progress.

For and on behalf of the Board of Directors

(Ratish Kumar)

Chairman and Managing Director

DIN 06852735

Date: 11th August 2017

Place: Faridabad