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NHPC Ltd.

BSE: 533098 Sector: Infrastructure
NSE: NHPC ISIN Code: INE848E01016
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VOLUME 1390476
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OPEN 29.80
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VOLUME 1390476
52-Week high 31.20
52-Week low 19.70
P/E 9.05
Mkt Cap.(Rs cr) 30,989
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NHPC Ltd. (NHPC) - Director Report

Company director report

Dear Members

The Board of Directors of your Company are pleased to share thehighlights of developments and progress of your Company since its last report along withaudited financial statements Auditors' Report thereon and review of financialstatements by the Comptroller and

Auditor General of India (C&AG).

During the year 2019-20 your Company has maintained its‘excellent' performance in all parameters while meeting the energy requirementsand aspirations of the country. Major achievements of your Company are as under:

Power Stations have achieved highest ever annual generation of 26121Million Units (MUs) during financial year 2019-20 surpassing the previous highestgeneration of 24193 MUs during financial year 2018-19.

Total revenue and revenue from operations (net) were Rs 9771.59 croreand Rs 8735.41 crore respectively. Total comprehensive income Net

Profit After Tax (PAT) and other comprehensive income were Rs 3006.55crore Rs 3007.17 crore and Rs (0.62) crore respectively.

Cash contribution of Rs 2320.56 crore was made to Government ofIndia's exchequer through dividend dividend distribution tax and income tax duringthe financial year 2019-20.

A Memorandum of Understanding (MoU) has been signed between NHPCLimited and Green Energy Development Corporation of Odisha Limited (GEDCOL) on July 202020 to form a Joint Venture Company (JVC) to plan & develop techno-commerciallyfeasible floating solar power projects of 500 MW in the State of Odisha.

NHPC has taken over Lanco Teesta Hydro Power

Limited (LTHPL) for the implementation of Teesta VI HE Project (500 MW)in Sikkim through Corporate Insolvency Resolution Process (CIRP) in October 2019. It wasfirst Central Public Sector

Enterprise's takeover of a Company through CIRP. After takeoverLTHPL has become wholly owned subsidiary of NHPC Limited.

NHPC has been declared successful resolution applicant by the Committeeof Creditors of Jal Power Corporation Limited a company implementing Rangit Stage-IV HEProject (120 MW) in Sikkim subject to approval of resolution plan by the Hon'bleNational Company Law Tribunal Hyderabad Bench.

A Memorandum of Understanding (MoU) has been signed with Government ofHimachal Pradesh in September 2019 for the execution of Dugar HE Project (449 MW) inHimachal Pradesh.

NHPC and NEA Engineering Company Limited

Nepal has exchanged ‘Letter of Intent' in December 2019 formutual co-operation in the fieldof Design & Engineering of hydropower projects. Thisexchange would start a new journey of co-operation between India and Nepal for hydropowerdevelopment in Nepal. Further a MoU has been signed with Hydroelectricity Investment andDevelopment Company Limited (HIDCL) a Company owned by Govt. of Nepal in June 2020 forjoint cooperation to develop hydropower projects in Nepal.

NHPC has signed a Memorandum of Agreement

(MoA) for R&D collaboration with IIT Kanpur in September 2019 andIIT(ISM) Dhanbad in November 2019.

1. FINANCIAL PERFORMANCE

The important financial highlights for the year ended

March 31 2020 are given in Table 1.

Table 1: Financial Highlights

( Rs in crore)
PARTICULARS Financial Year
2018-19 2019-20
Revenue from operations 8161.18 8735.41
Profit before depreciation 5406.25 5605.32
interest rate regulated
income and tax
Depreciation 1589.99 1545.34
Profit after depreciation 3816.26 4059.98
but before rate regulated
income interest and tax
Interest and finance charges 894.88 795.42
Profit after depreciation and interest but before rate regulated income and tax 2921.38 3264.56
Rate regulated income 823.40 343.61
Tax 1114.23 601.00
Profit after depreciation interest rate regulated income and tax 2630.55 3007.17
Other Comprehensive Income (OCI) (12.41) (0.62)
Total Comprehensive Income (TCI) 2618.14 3006.55
Surplus from statement of profit and loss of earlier years (including Other Comprehensive Income) 3590.61 4995.92
Transfer from bond redemption reserve 244.98 244.97
Sub-total 6453.73 8247.44
Less : Appropriations
Transfer to bond redemption reserve 308.78 -
Dividend and Corporate Dividend Tax (CDT) 1149.03 2237.47
Closing Balance of Retained Earnings including Other Comprehensive Income 4995.92 6009.97

1.1 REVENUE

Your Company has generated revenue of Rs 9771.59 crore during thefinancial year 2019-20. The revenue during the financial year 2018-19 was Rs 9085.96crore. after Tax for

1.2 EXPENSES

The total expenditure during financial year 2019-20 was Rs 6507.03crore. The total expenditure in the financial year 2018-19 was Rs 6164.58 crore.

1.3 PROFIT

Your Company has earned a Total Comprehensive Income of Rs 3006.55crore during the financial year 2019-20 as against Rs. 2618.14 crore in the financialyear 2018-19.

1.4 NET WORTH

Your Company's net worth as on March 31 2020 was Rs 29983.91crore as compared to Rs 29214.73 crore at the end of previous financial year.

1.5 SHARE CAPITAL

Your Company's paid-up share capital as on March 31 2020 was Rs10045.03 crore which remained unchanged during the financial year 2019-20.

2. DISINVESTMENT BY THE GOVERNMENT OF INDIA

President of India was holding 7365964993 equity sharesconstituting 73.33% of the total paid-up share capital as on April 1 2019. During thefinancial year

2019-20 Government of India divested its holding in NHPC bytransferring 22034198 and 217158119 shares to Bharat 22 Exchange Traded Fund (ETF)in October 2019 and CPSE ETF in February 2020 respectively. After the transfer ofshares Government of India's holding in NHPC reduced to 7126772676 sharesconstituting 70.95% of the total paid-up share capital as on March 31 2020.

3. DIVIDEND

Your Company has a consistent track record of dividend payment. TheBoard of Directors has recommended a final dividend of Rs 0.32 per equity share for thefinancial year 2019-20 amounting to Rs 321.44 crore. The above dividend is in addition tothe interim dividend of Rs 1.18 per equity share amounting to Rs 1185.31 crore (excludingdividend distribution tax) paid in March 2020. Accordingly total dividend for thefinancial year 2019-20 comes to Rs 1.50 per equity share. Your Company has a DividendDistribution Policy. As per Dividend Distribution Policy of the Company broadly thedividend payment shall be 30% of PAT or 5% of the Net worth whichever is higher.Accordingly total dividend payout for financial year 2019-20 (subject to approval offinal of the Company) @ Rs 1.50 per share will be Rs 1506.75 crore (excluding dividenddistribution tax on interim dividend) representing 50% of Profit financial year 2019-20& 5.03% of Net worth as on March 31 2020 as against total dividend pay-out of Rs1466.58 crore representing 56% of the Profits after Tax for financial year 2018-19 &5.02% of Net worth as on March 31 2019 in the previous year. The Dividend DistributionPolicy is given as a separate annexure to this report and is also available on website ofthe Company i.e. www.nhpcindia.com.

4. OPERATIONAL PERFORMANCE

During the financial year 2019-20 your Company has achieved highestever generation of 26121 MUs surpassing the generation target of 26000 MUs for the‘Excellent' rating under MoU with Ministry of Power Government of India. Theabove generation is excluding the deemed generation of 195 MUs from Nimoo Bazgo and ChutakPower Stations. During the year thirteen power stations have achieved highest evergeneration since their commissioning. The pondage power stations i.e. other than run ofthe river & restricted plants achieved Plant Availability Factor (PAF) of 89.30%. Theoverall PAF of all the hydropower Stations was 84.04%. Seven power stations viz. SalalTanakpur Uri Dhauliganga Sewa-II Uri-II & Kishanganga have achieved highest everPAF since their commissioning during the year. The power station wise generation and PAFare given at

Table 2.

Table 2: Power Station wise generation and PAF during the financialyear 2019-20

NAME OF POWER STATION GENERATION TARGET* (MU) ACTUAL GENERATION (MU) PAF TARGET* (%) ACTUAL PAF (%)
PONDAGE POWER STATIONS**
Loktak (105 MW) 600 367 95.75 90.64
Chamera – I (540 MW) 2460 2663 96.25 95.19
Rangit (60 MW) 340 355 96.25 95.35
Chamera – II (300 MW) 1470 1237 96.25 54.89
Dhauliganga (280 MW) 1100 1325 94.25 98.99
Dulhasti (390 MW) 2200 2065 94.05 79.75
Teesta – V (510 MW) 2720 2832 95.75 97.50
Sewa – II (120 MW) 500 648 96.25 104.04
Chamera – III (231 MW) 1085 1056 96.25 93.16
TLDP – III (132 MW) 585 582 93.75 95.43
TLDP – IV (160 MW) 720 739 93.25 89.42
Sub Total (A) 13780 13869 95.35 89.30
RUN OF THE RIVER POWER STATIONS & RESTRICTED PLANTS
Baira Siul (180 MW) 300 331 57.00 44.81
Salal (690 MW) 3520 4010 79.00 97.43
Tanakpur ( 94.2 MW) 450 558 68.00 84.41
Uri (480 MW) 2920 3408 78.00 93.61
Chutak1 (44 MW) 47 98 47.00 51.05
Nimoo Bazgo1 (45 MW) 110 172 68.00 75.02
Uri – II (240 MW) 1490 1794 83.00 97.91
Parbati – III (520 MW) 685 692 59.00 61.83
Kishanganga (330 MW) 1700 849 89.00 48.92
Parbati – II2 (800 MW) 300 190 - -
Sub Total (B) 11522 12102 73.85 78.37
TOTAL (A+B) (HYDRO) 25302 25971 85.00 84.04
Wind Power Project Jaisalmer (50 MW) 100 53 - -
Solar Power Project Tamil Nadu (50 MW) 98 97 - -
TOTAL 25500 26121 85.00 84.04

* Targets shown are for "Very Good" rating as per MoU withGovernment of India.

** PAF targets shown for the financial year 2019-20 are as per MoU forpondage power stations only i.e. run of river power stations and restricted plants wereexcluded.

Note:

1. Generation excludes deemed generation from Chutak Power Station(102.6 MUs) & Nimoo Bazgo Power Station (92.40 MUs).

2. Generation shown is infirm power.

The remote controlled operation of Teesta Low Dam-III Power StationWest Bengal and Teesta Low Dam-IV Power Station West Bengal from Regional

Office Siliguri was successfully implemented during the year. YourCompany has undertaken Renovation & Modernization for Life Extension (R&M LE) ofits two power stations on completion of their useful life of 35 years. These powerstations are Bairasiul (180 MW) Himachal Pradesh and Loktak (105 MW) Manipur.

At Bairasiul Power Station the R&M LE of one unit (Unit # II) hasbeen completed and of second unit (Unit # I) is under progress. Scheduled completion ofR&M LE is during the financial year 2021-22 with concurrent availability of two unitsfor generation and one unit under R&M. The R&M LE of Loktak Power Station has beenapproved by Central Electricity Regulatory Commission (CERC) which is scheduled during theperiod 2021-24.

5. COMMERCIAL PERFORMANCE

5.1 SALES AND REALIZATION

During the year under report your Company's revenue fromoperations stood at Rs 8735.41 crore. Company's collection during the year was Rs7500.56 crore against billing of principal amount of Rs 7642.26 crore i.e. more than98%. We are pleased to inform that your Company has been able to realize an amount of

Rs 7817.53 crore including surcharge of Rs 325.66 crore during thefinancial year 2019-20. Your Company has also earned net deviation charges of Rs 156 crore

(approx.) by efficient operation and timely response to changes in thegrid frequency during the financial year 2019-20.

As on March 31 2020 the total outstanding dues of Rs 2677.61 crore(including surcharge of Rs 453.47 crore) were pending for more than 45 days. Theoutstanding amount mainly pertains to Power Development Department UT of Jammu &Kashmir (Rs 1467.83 crore) and Uttar Pradesh Power Corporation Limited (Rs 746.09 crore).Your Company is making all efforts to liquidate the outstanding dues by continuousfollow-up with beneficiaries.

5.2 SIGNING OF POWER PURCHASE AGREEMENTS (PPAs)

Availability of long term PPAs for Power Stations of your Company isthe key to its sustainability. These PPAs give revenue visibility for the Company andassured rate of return. Your Company strives for signing of long term PPAs for its PowerStations.

NHPC has long term PPAs with beneficiaries for most of its PowerStations. Major achievements on front of PPAs during the year 2019-20 are as follows:

6. STATUS OF CONSTRUCTION PROJECTS

Your Company is presently engaged in the construction of twohydro-electric projects with an aggregate installed capacity of 2800 MW. Constructionactivities at these projects remained suspended from March 23 2020 till April 22 2020due to nationwide lockdown ordered by Central Government/State Government in view ofCoVID-19 Pandemic. The status of these on-going projects is as under:

6.1 PARBATI-II H.E. PROJECT - 800 MW (4 X 200 MW) HIMACHAL PRADESH:

Parbati-II H.E. Project is being constructed on the River Parbati inKullu District of Himachal Pradesh as a run of the river scheme. Major civil works of damintake structure de-silting chamber pressure shafts surge shaft powerhouse and worksat Jiwa Nallah have been completed. Electro-Mechanical (E&M) works of powerhouse hasalso been completed. Excavation of Head Race Tunnel (HRT) by Tunnel Boring Machine (TBM)which is critical for completion of the project is under progress. Drilling & BlastingMethod (DBM) package for execution of 1500m HRT works of the project has been awarded inJune 2020 subsequent to part termination of work of agency executing through TBM.

First and second units have been successfully synchronized with grid atpart-load in September 2018 by using discharge from Jiwa Nallah. Third and fourth unitshave also been successfully test synchronized with grid in September 2019. Project isanticipated to be commissioned by December 2021.

Sl. Name of State/Union Territory/Distribution No. Companies Name of Power Station Validity Period (in years) from Commercial Date of Operation (COD)
Operating Power Stations
1 Jammu & Kashmir Uri-II 10*
2 Uttar Pradesh Power Corporation Limited (UPPCL) Uttar Pradesh 35
3 BSES Rajdhani Power Limited (BRPL) BSES Yamuna Power Limited (BYPL) and Tata Power Delhi Distribution Limited (TPDDL) Delhi Uri-II and Parbati-III 40
4 Uttarakhand Power Corporation Limited (UPCL) Uttarakhand
5 Haryana Power Purchase Centre (HPPC) Haryana
Construction Projects
6 Department of Power Arunachal Pradesh Subansiri Lower HE Project 40
7 Kerala State Electricity Board Floating Solar Plant 25**

*PPA renewed for 5 years.

**Useful life for Solar Power Plant is 25 years only.

6.2 SUBANSIRI LOWER H.E. PROJECT - 2000 MW (8 X 250 MW) ARUNACHALPRADESH:

As per the order of Hon'ble National Green Tribunal (NGT) in July2019 the project be advanced in public interest. A MoA has been signed with Government ofAssam for implementation ojects. pr of Subansiri Lower HE Project in August 2019. A PPAhas also been signed with Government of Arunachal Pradesh for the supply of power fromproject in August 2019. Pursuant to NGT order and signing of MoA with Government ofAssam construction activities of the project were resumed in October 2019. Tender forPower House package (Lot-SSL-6 works) is in progress. Erection of Draft Tube (DT) Gates 34 & 5 have also been completed. Project is anticipated to be commissioned bySeptember 2023.

7. PROJECTS UNDER CLEARANCE/ APPROVAL

Your Company recognizes the importance of expansion of its activitiesto maintain its sustainable leadership position in addition to take up of green field

Your Company is participating in the bidding process for takeover ofstressed hydro projects of country through CIRP process. During the year 2019-20 NHPC hastaken over LTHPL and was declared as a successful resolution applicant for Jal PowerCorporation Limited subject to approval of Hon'ble NCLT. The status of projectsincluding of subsidiaries/joint ventures under various stages of clearances/approval aregiven in Table 3.

Table 3: Projects under clearance/approval stage:

S. No. PROJECT STATE/UNION TERRITORY (UT) INSTALLED CAPACITY (MW)
A. STANDALONE BASIS
(a) HYDRO PROJECTS
i Kotlibhel – IA* Uttarakhand 195
ii Teesta-IV Sikkim 520
iii Dibang 2880
iv Tawang-I Arunachal Pradesh 600
v Tawang-II 800
vi Bursar Jammu & Kashmir 800
vii Goriganga-IIIA Uttarakhand 150
Sub-total (a) 5945
(b) WIND PROJECTS
i Wind Project Palakkad Kerala 8
Sub-total (b) 8
Total A (a+b) 5953
B. THROUGH SUBSIDIARIES/JOINT VENTURES
(a) HYDRO PROJECTS
i Loktak Downstream H.E. Project through Loktak Downstream Hydroelectric Corporation Limited (A Joint Venture with Govt. of Manipur) Manipur 66
ii Kwar (A Joint Venture with JKSPDC & PTC India Limited) Jammu & Kashmir 540
iii Ratle (A Joint Venture with JKSPDC – yet to be 850
incorporated)**
iv Chamkharchhu – I (A Joint Venture with Druk Green Power Corporation Limited Bhutan – yet to be incorporated) in Bhutan - 770
Sub-total (a) 2226
(b) SOLAR PROJECTS
i Project in Jalaun District of U.P. through Uttar Pradesh 32
Bundelkhand Saur Urja Limited (A Joint Venture with UPNEDA)***
Sub-total (b) 32
Total B (a+b) 2258
Grand Total (A+B) 8211

*Approval of the Public Investment Board (PIB) for the project issubject to clearance by the Hon'ble Supreme Court. Other construction activities ofthe project will be dependent upon the decision of Hon'ble Court.

**MoU has been signed for implementation of Ratle H.E. Project througha Joint Venture Company to be incorporated initially with equity shareholding of 51% byNHPC and 49% by Jammu & Kashmir State Power Development Corporation Limited (JKSPDC).The equity of NHPC shall be purchased by JKSPDC from the end of 5th year afterthe date of commissioning over the period of 15 years in equal installments.

***MoU was signed between NHPC and Uttar Pradesh New and RenewableEnergy Development Agency (UPNEDA) for setting up of 50 MW solar power project in UP.Since the land is presently available for 32 MW project only therefore fresh proposal toenhance the capacity of the project for ascertaining its commercial viability is underprocess.

8. PROJECT UNDER PREPARATION OF

DETAILED PROJECT REPORT (DPR)

Dugar HE Project (449 MW) Himachal Pradesh

The Dugar HE Project situated in the Lahaul-Spiti Valley of HimachalPradesh has been allotted to NHPC by Government of Himachal Pradesh on Build Own Operate& Transfer basis (BOOT) for a period of 70 years pursuant to MoU signed in September2019. The work of updating existing DPR as taken over from the earlier developer isbeing carried out for additional investigations & studies. The Project offers limitedaccessibility during the year due to harsh climatic conditions. The project will beexecuted on fast track basis after the clearance from Cabinet Committee on EconomicAffairs (CCEA) Govt. of India.

9. DIVERSIFICATION

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

9.1 SOLAR POWER PROJECTS

9.1.1 Projects envisaged under Ultra Mega Renewable Energy Power Parks(UMREPPs) Scheme of MNRE

The Ministry of New and Renewable Energy (MNRE) Government of Indiahas allotted the States of Telangana and Odisha (for Floating Solar) and Union Territoryof J&K to NHPC to explore the possibility of development of UMREPPs. Discussionsregarding modalities to implement UMREPPs based on available potential in States/UT arein progress. NHPC has envisaged following projects for exploration and development underUMREPP:

(i) 500 MW Floating Solar Project in Odisha

A MoU has been signed between NHPC Limited and Green Energy DevelopmentCorporation of Odisha Limited (GEDCOL) in July 2020 through video conferencing. As perthe MoU parties may collaborate and cooperate to form a Joint Venture Company (JVC) toplan & develop techno-commercially feasible floating solar power projects of 500 MW ina phased manner preferably in packages of 50 MW each in the State of Odisha under UMREPPsscheme of MNRE. The parties also agreed to explore further potential to install floatingsolar projects after joint identification in subsequent periods in the Odisha State.

(ii) 500 MW Floating Solar Project in Telangana

A Joint Venture Company between NHPC and Telangana State RenewableEnergy Development Corporation Limited (TSREDCO) (State Nodal Agency) is under discussionfor jointly exploring and developing viable an aggregate capacity of 500 MW in reservoirof Mid Manair Dam Karim Nagar Telangana. The MoU will be signed after the approval fromGovt. of Telangana.

(iii) 50 MW Floating Solar Project Kerala

NHPC is in the process for development of Floating Solar Power projectin West Kallada Kerala. Letter of Award for 10 MW Floating Solar Project under 1stPhase was cancelled due to non-submission of Performance Bank Guarantee (PBG) byEngineering Procurement and Construction (EPC) Contractor. Kerala State Electricity Board(KSEB) has given its consent to go ahead with the implementation of 50 MW Floating SolarProject in one go under UMREPP Scheme of MNRE. Notice Inviting Tender (NIT) for EPC bidshave been issued on June 30 2020.

(iv) Explorations at other locations

Development of UMREPPs at other locations is also being explored. LandIdentification in various other potential rich States is in process and arrangement ofprivate land through invitation of Expression of Interests from Land Aggregators are alsobeing considered to take advantage under the MNRE Scheme.

9.1.2 Utility Solar Power projects (i) 140 MW NHPC Solar Park in Odisha

MNRE has conveyed its in-principle approval to NHPC for enhancement ofSolar Park capacity (from 100 MW to 140 MW) in Odisha which envisages development of 40MW Project in Ganjam District and 100 MW Project in Deogarh District. Approvals of StateTechnical Committee for both the projects have been obtained and necessary lands fordevelopment of these projects have been identified. for allotment of land for 40 MWProject at Ganjam District has been conveyed by Industrial Development Corporation ofOdisha Limited (IDCOL) and land identified for 100 MW Project at Deogarh District has beenearmarked by IDCOL. Other activities for the development of Solar Projects are inprogress.

(ii) Other utility scale solar projects

NHPC is also exploring the possibilities of other utility scale solarprojects in different States/UTs such as Telangana (293 MW) Tamil Nadu (25X25 MW) and Leh(50 MW).

(iii) Development of Solar Projects in Facilitator Mode (As a trader)

Request for Selection (RfS) Document for selection as a developer wasinvited for the development of aggregate 2000 MW Solar Power Projects on anywhere inIndia basis. E-Reverse Auction for the above RfS has been successfully conducted by NHPCon April 16 2020. Letter of Award (LOA) for entire 2000 MW has been issued and signingof PPA (Power Purchase Agreement-with Developers) and PSA (Power Sale Agreement-withDISCOMS/Consumers) is under process.

9.2 WIND POWER PROJECTS

Kerala Wind Power Project (72 MW)

NHPC has taken up development of Wind Power Projects in the State ofKerala. A MoU with the Power Department Government of Kerala has also been signed.Earlier the Kerala Government had asked NHPC to tap the high wind potential available inAgali village of Palakkad district as per availability of evacuation infrastructure. Dueto poor response to Notice Inviting Tender (NIT) for earlier envisaged

8 MW Kerala State Electricity Board (KSEB) has given its consent toexplore the possibilities for implementation of 72 MW Project in one go so as to conceivea viable proposition. Necessary exploration of power evacuation arrangements andadditional land for scaling up the project is in progress.

9.3 POWER TRADING

Your CompanyThe approval as part of business expansion anddiversification program has ventured into power trading business. Endeavour of powertrading business of the Company is to provide efficient and smart business solution forits clients i.e. Buyers/ DISCOMs Generator/Sellers utilities etc. CERC has grantedCategory-I trading license in April 2018 for interstate trading of electricity in wholeof India.

NHPC is registered at DEEP (Discovery of Efficient

Electricity Price) e-bidding portal and has obtained trader membershipin Indian Energy Exchange (IEX)

& Power Exchange of India Limited (PXIL). During March 2020 NHPChas achieved 6th position among the traders for short term transactions.Company has traded 2022 MUs with the turnover of Rs 695.84 crore (including Agency natureof Power Trading

Business) during financial year 2019-20. Company has successfullyexecuted the tenders for Uttar Pradesh Andhra Pradesh Tamil Nadu and UT of J&Kduring 2019-20.

10. DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has the following subsidiaries/ associates/joint venturecompanies as on March 31 2020:

Name of the Company Details of joint venture partners (equity participation) Performance of the Company during FY 2019-20
SUBSIDIARY COMPANIES
NHDC Limited (NHDC) NHPC (51.08%) and Government of Madhya Pradesh (48.92%) NHDC has two operating power stations viz. Indira Sagar (1000 MW) and Omkareshwar (520 MW) in Madhya Pradesh. During the year 2019-20 NHDC had generated 4109.63 MUs from its power stations i.e. 2877.34 MUs from Indira Sagar Power Station and 1232.29 MUs from Omkareshwar Power Station.
NHDC is also exploring the possibilities for capacity addition by diversification of its activities in renewable sources of energy i.e. solar power projects in the state of Madhya Pradesh.
Loktak Downstream Hydroelectric Corporation Limited (LDHCL) NHPC (73.17%) and Government of Manipur (26.83%) LDHCL is currently implementing Loktak Downstream Hydro-electric Project (66 MW) in Tamenglong Manipur. ALL statutory clearances for the project have been received. Tendering process for the EPC packages has aLready been initiated. Efforts for expeditious signing of PPA is under process. The Government of Manipur has also allocated hydro-eLectric component of ThoubaL Multipurpose Scheme (7.5 MW) to the Company. The Board of NHPC Limited has accorded its 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 for the development of 50 MW Solar Power Project in Tehsil Kalpi District Jalaun Uttar Pradesh and other conventionaL & non-conventionaL power projects entrusted by the Govt. of Uttar Pradesh. 63.491 Ha land has been transferred to BSUL. On the basis of availability of land a 32 MW Solar Power Plant was envisaged for implementation. As per the discovered EPC cost after retendering the current proposaL for installation of 32 MW project was not found techno-commercial viable. As such fresh proposaL to scaLe up the capacity of Project by aLLocation of additionaL Land to BSUL is under consideration with UPNEDA.
Lanco Teesta Hydro Power Limited (LTHPL) Wholly Owned Subsidiary LTHPL is executing 500 MW Teesta VI HE Project in Sikkim. NHPC has acquired LTHPL through CIRP process in October 2019 and infused equity of ' 897.50 crore as consideration amount pursuant to approved resoLution pLan. The Cabinet Committee on Economic Affairs Government of India has accorded its investment approval of ' 5748.04 crore for the acquisition of LTHPL and execution of balance works of Teesta VI HE Project in March 2019. Major contract packages i.e. Lot-1 and Lot-2 of the Project have been awarded in March 2020. Tenders for the award of balance HydroMechanical (HM) and E&M works are under process.
ASSOCIATE/JOINT VENTURE COMPANIES
Chenab Valley Power Projects Private Limited (CVPPPL) NHPC Limited (49.89%) Jammu & Kashmir State Power Development Corporation Limited (49.89%) and PTC India Limited (0.22%) Three projects viz. Pakal Dul HE Project (1000 MW) Kiru HE Project (624 MW) and Kwar HE Project (540 MW) in UT of Jammu & Kashmir are being developed by CVPPPL. The Company has taken up infrastructure development works of these projects viz. roads bridge building etc. The works of Pakal Dul HE project is being executed through five packages of major components viz. HRT-TBM Dam Power house HM and E&M. The works for Dam Power house E&M and HM packages have been awarded. Bids for HRT-TBM package are under process. The tenders for all the three packages viz. Civil HM and E&M of Kiru HE Project have been awarded in February 2020. However tenders are being re-invited for all the three packages of Kwar HE Project.
National High Power Test Laboratory Private Limited (NHPTL) NHPC Limited NTPC Limited Power Grid Corporation of India Limited Damodar Valley Corporation and Central Power Research Institute (each having shareholding of 20%) NHPTL was established to set up an online high power test laboratory for short-circuit test facility in the country. The laboratory for High Voltage Transformer (HVTR) at 400 kV level and 765kV level is already in operation at Bina Madhya Pradesh. Laboratory for Medium Voltage Transformer (MVTR) is expected to be commissioned by September 2020.

During the financial year 2019-20 LTHPL has become wholly ownedsubsidiary of NHPC. Further during the year 2019-20 CVPPPL ceased to be subsidiary ofNHPC as required matching contribution was made by JKSPDC.

A statement containing the salient features of the financial statementsof your Company's Subsidiaries Associate Companies and Joint Ventures as per firstproviso to Section 129(3) of the Companies Act 2013 including details of individualcontribution of these companies in the overall performance of Company during the periodis given under Consolidated Financial Statements.

The audited financial statements of Subsidiary

Companies are not being attached to the audited annual financialstatements of the Company. In terms of Section 136 of the Companies Act 2013 anyshareholder who desires to have information on aforesaid financial statements may visitwebsite of the Company i.e. www.nhpcindia.com.

11. HEALTH SAFETY & ENVIRONMENT (HSE)

Your Company is committed to conduct its business with a strongenvironment conscience ensuring sustainable development safe workplaces and enrichmentof the quality of life of its employees customers and the community. It is well aware ofits obligation to conserve and protect environment. During the investigation stageprobable impact on environment while executing the projects are assessed and identified.Environmental

Plans are proposed and implemented to compensate the adverse impacts ofthe project by taking necessary measures. In addition to above construction of buildingsis designed to make them environment friendly.

Most of the power stations of your Company are ISO:9001 & 14001certifiedi.e. certification for sustainable development as well as for the OccupationalHealth & Safety Management System (OHSMS/OHSAS-18001/45001). Compliance to safetysystems & procedures and environmental laws is regularly monitored.

12. CONSULTANCY SERVICES

Your Company takes up consultancy assignments mainly to increase itsoutreach and footprint across the country and in its neighboring countries. The main aimis to share its best practices with fellow organizations and other stakeholders in thehydro power sector in construction of Hydro-electric Projects in the geologically fragileHimalayan Region. The best O&M practices which have allowed NHPC to achieve bestplant availability increased efficiency and increased plant/equipment life across itsvarious power stations are also shared through consultancy. The average annual turnover ofconsultancy services rendered to different clients during the last five years is Rs 40crore.

13. FINANCING OF NEW PROJECTS

Your directors believe that internal accruals of the

Company would be sufficient to financethe equity component for thenew/upcoming projects. Your Company is well positioned to raise the borrowings as per CERCnorms given its low geared capital structure and strong credit ratings. During the year2019-20 your Company has raised Rs 5553.39 crore through various options of borrowingfrom domestic and international sources i.e. Rs 4000 crore through Corporate Bonds onprivate placement basis Rs 310 crore through Term Loan from State Bank of India

Rs 554.64 crore sub-ordinate debt from Government of India and Rs688.75 crore (1079.55 JPY) from MUFG Bank Hong Kong.

Your Company is also exploring options for domestic as well asinternational borrowing including overseas development assistance provided bymultilateral/ bilateral agencies to meet its debt requirement for the planned capacityaddition programmes.

14. CREDIT RATING

Domestic Rating

Your Company has the highest domestic credit rating of ‘AAA'with stable outlook assigned by domestic credit rating agencies i.e. ICRA CARE and Indiathe highest Ratings for its listed bonds. This signifies credit rating in India hencecarries lower credit risk for the investors.

International Rating

S&P has maintained international rating ‘BBB-' withstable outlook of the Company equivalent to sovereign rating of India.

15. INFORMATION TECHNOLOGY AND

COMMUNICATION

Your Company considers information technology as an importantconstituent for the attainment of sustainable growth in business. Your Company hasimplementedNICSI's file)solution across -Office(e-all its locations to achievepaperless or less-paper office. A state-of-art ‘Data Centre' equipped withlatest technology has been made operational in

January 2020. Your Company has also been awarded

ISMS 27001:2013 certification for its IT&C division including datacentre. The implementation of ISMS

27001:2013 assures confidentiality integrity and availability ofinformation assets. During the period of nation-wide lockdown day to day functioning ofthe Company remain almost uninterrupted through the efficient functioning of variouse-modules i.e. e-office ERP e-IOM etc. Your Company facilitated work from home for theemployees. Various units of the Company across India are connected to Corporate Office

& fail-safe communication links. Enterprise Resource Planning (ERP)application has been implemented in NHPC to integrate all its business functions toimprove information availability transparency and decision making.

As per Government of India directives e-procurement Governmente-Market (GeM) and e-Reverse auction system is operational in the Company. Your Company isalso acting as a nodal agency for CERT-HYDRO to guide and monitor the cyber securityrelated activities in the constituent member organizations.

16. HUMAN RESOURCES

Your Company has a strong and dedicated workforce of 6131 employeesconsisting of 3380 executives and 2751 non-executives as on March 31 2020. The aboveworkforce includes 649 women employees. Your Company believes in lifelong learning andcompetency development for its employees for improving their performance and enhancingorganizational capabilities. NHPC trains its employees through internal faculty andpremier institutes. During the year Training & Human Resource Development (T&HRD)division of your Company has organized various training and development programmes for itsemployees through premier management and engineering institutions like IIMs IITs ICAIetc. These programmes facilitate employees to enhance their skills and competencies foreffective discharge of their responsibilities. Your Company also deputes senior andpotential employees to foreign training programmes to keep them abreast with the latestdevelopments in the field of hydropower. In to above NHPC also sponsor its executives toacquire higher qualification and specialization to various institutions. NHPC has fourtraining centers viz. Salal Power Station (UT of Jammu & Kashmir) Uri-I Power Station(UT of Jammu & Kashmir) Tanakpur Power Station (Uttarakhand) and Chamera-I PowerStation (Himachal Pradesh).

NHPC is also encouraging web-learning for its employees. During theyear 2019-20 various online programmes were conducted. Online progammes on

ERP modules i.e. HR finance payroll procurement & contract andinventory were conducted with different locations/units of the Company. All locations ofthe

Company participated and benefited from web-learning. During the periodof nation-wide lockdown T&HRD division has organized various programmes for itsemployees through webinar.

Assessment Development Center (ADC) to identify & assess skills andcompetencies of General Managers was conducted. More than 200 Executives were assessed andIndividual Development Plans have been prepared for their focused training. The IndustrialRelations in the Company remained cordial and harmonious during the year. Your Companybelieves that holistic and meaningful employee engagement and their right development willenhance employees' potential.

Your Company follows the Government of India's guidelinesregarding reservation in services for SC/ST/OBC/PWD (Persons withDisabilities)/Ex-servicemen to promote inclusive growth. Necessary concessions/relaxationsin accordance with the rules in this regard are extended to physically challenged personsin recruitment. The number of employees with disabilities as on March 31 2020 was 117.Details of representation of SC/ST/OBC/PWD are given in Management Discussion &Analysis Report annexed with this report.

17. RESETTLEMENT AND REHABILITATION (R&R)

Your Company appreciates the difficulties of populace displaced duringthe execution of its projects. Resettlement and Rehabilitation Plans are formulated forProject Affected Families (PAFs) to provide economic sustenance under the provisions of‘The Right to Fair Compensation and Transparency in Land Acquisition Rehabilitationand Resettlement Act 2013'. NHPC has formulated a policy for reservation of certaintype of works through competitive bidding for PAFs and locals residing near itsprojects/power stations.

18. VIGILANCE

The objective of the vigilance function is to ensure maintenance of thehighest level of integrity throughout the Company. Your Company has a Vigilance Departmentheaded by Chief Vigilance

Officer to ensure transparency objectivity and quality of decisionmaking in its operations. All the procedures are documented to monitor and handlevigilance complaints and disciplinary cases. Vigilance Department co-ordinates withMinistry of Power Central Bureau of Investigation (CBI) Central Vigilance Commission(CVC) and other concerned departments of the Government. As on March 31

2020 five vigilance cases relating to misconduct misappropriation anddisproportionate assets against employees were under investigation. As a part ofpreventive vigilance circulars and guidelines are being issued regularly based on variousinspections/intensive examinations carried out from time to time. Vigilance awareness weekand other vigilance awareness programmes are also being organised by the Company topromote transparency and ethics in working system.

19. INTERNAL FINANCIAL CONTROLS

Adequate internal financial controls with reference to financialreporting are in place in the Company. During the year such controls were tested and noreportable material weakness in the design or operation was observed.

20. RISK MANAGEMENT

Your Company recognizes that effective management of risks associatedwith the business is a fundamental requirement to its continued profitability andlong-term sustainability. Your Company has an elaborate Risk Management Policy to havestructured and disciplined approach towards risks. The development and implementation ofRisk Management Policy has been covered in the Management Discussion and Analysis Reportwhich forms part of this report.

21. PROCUREMENT FROM MICRO & SMALL ENTERPRISES

Government of India has notified Public Procurement

Policy for Micro and Small Enterprises (MSEs) Order 2012 to supportmarketing of products produced and services rendered by them. In compliance to the policyannual procurement plan including items to be procured from Micro & Small Enterprises(MSEs) are uploaded on NHPC's website

(www.nhpcindia.com) for the benefit of MSEs. The benefits to MSEs likeexemption from tender fees and earnest money deposit purchase preference interest ondelayed payments and exemption from prior experience–prior turnover criteria subjectto meeting of quality and technical specifications are also extended to encourage theseenterprises.

During the financial year 2019-20 your Company has procured productsand services from MSEs which constituted 56.59% of the total annual procurement valueagainst the mandate of 25% set by Ministry of Micro Small and Medium Enterprises Govt.of India.

During the year 1003 MSEs were benefited out of which 73 MSEs and 8MSEs were owned by SC/ST and women entrepreneurs respectively.

Trade Receivables Discounting System (TReDS) platform facilitates thediscounting of invoices of

MSMEs facilitating generation of working capital for their regularbusiness operations. NHPC is also registered on the platform for the benefit of MSMEs

Your Company had also organized/participated in two vendor developmentprogrammes in co-ordination with Ministry of Micro Small and Medium Enterprises Govt. ofIndia to encourage participation of Micro and Small Enterprises.

22. IMPLEMENTATION OF OFFICIAL

LANGUAGE

Your Company is committed for the implementation of Official LanguageHindi at its various locations/units in day-to-day functioning in accordance to theprovisions of the Official Languages Act 1963 and rules notified thereunder. During theyear 2019-20 quarterly meetings of the Official

Language Implementation Committee of the Company and the Town OfficialLanguage Implementation Committee (Office) Faridabad were regularly organized to reviewthe status of implementation of

Official Language.

During the year NHPC organized various programmes to encourage the useof Hindi like Akhil Bhartiya Rajbhasha Sammelan Hasya Kavi Sammelan Hindi Seminar on"Mahatma Gandhi's Language Contemplation" Hindi Pakhwara Hindi KavyaSangosthi etc. for its employees. In addition to above Hindi typing training programmesHindi workshops and departmental computer workshops were regularly organized. Further toincrease the interest of employees in Hindi an ‘Online Hindi Quiz

Competition' has been started in Corporate Office

Faridabad. Rajbhasha magazines titled ‘Rajbhasha Jyoti' and‘Nagar Saurabh' were also published to encourage the use of Hindi. Attractiveincentive schemes for employees by contributing for articles/write-ups for in-housemagazines reading Hindi books and noting and drafting in Hindi etc. have beenimplemented to encourage employees for active participation in promotion of Hindi. Theefforts made by the Company for the progressive use of Hindi were appreciated at variousforums. Your Company received "Second Prize" for the year 2018-19 under theRajbhasha Shield Yojna under the aegis of Ministry of Power Govt. of India for excellentOfficial the overall power sector. Your Company's website i.e. www.nhpcindia.com hasbilingual mode of operating i.e. in Hindi and English.

23. SPORTS AND OTHER ACTIVITIES

During the year 2019-20 NHPC participated in various Inter CPSUtournaments organized under the aegis of Power Sports Control Board Ministry of Power.NHPC teams were in award winning positions in Inter CPSU Badminton Chess and VolleyballTournaments. Your Company has organized Inter CPSU Carrom Tournament at Siliguri inDecember 2019.

NHPC coordinated painting competitions under the National AwarenessCampaign on Energy Conservation 2019 organized by the Ministry of Power Government ofIndia amongst school students in the states/union territory of Jammu and Kashmir ManipurSikkim Arunachal Pradesh and Madhya Pradesh. Shri Priyaranjan DGM(HR) RO Itanagar wasoffices/ adjudged "Best Nodal Officer" under the category

Union Territory North-East and Himalyan States by the Ministry ofPower Government of India. During the year your Company also participated in variousNational & International exhibitions to showcase its activities.

24. RIGHT TO INFORMATION ACT

An elaborate mechanism is in place to deal the matters related to Rightto Information Act 2005. The Company has nominated a senior level executive as theAppellate Authority. The Company has nominated one Central Public InformationOfficer(CPIO) and one Transparency Officer. These Corporate Office.

Public Information different units/offices. The details of all thedesignated officialsthird-party audit reports etc. are available on the website of theCompany i.e. www.nhpcindia.com. The online RTI portal of the Company is aligned with theportal launched by Department of Personnel & Training (DoPT). All applications/appealsreceived through the portal are attended and disposed-off accordingly. During the year2019-20 458 applications and 53 first stage appeals were received out of which 454(99.13%) applications and 52 (98.11%) first stage appeals were replied/disposed-off. 5second stage appeals were filed by the applicants before the

Central Information Commissioner (CIC) which were also disposed-off.

25. CORPORATE SOCIAL RESPONSIBILITY

Your Company has been actively engaged in various CSR activities overthe years. The aim of CSR activities is to create a deeper positive impact on society atlarge by development of key areas especially by addressing the social economicenvironmental andLanguage Implementation among welfare concerns of stakeholders. CSRactivities of the Company focus on equitable development through empowerment ofmarginalized and underprivileged sections/communities. The thrust areas under CSRinter-alia include Education Health Sanitation Drinking water Rural Development SkillDevelopment Environment Women Empowerment etc. A report on

CSR activities undertaken by your Company during the financial year2019-20 is given as annexure to this report. The Corporate Social Responsibility &Sustainability Policy of your Company is available athttp://www.nhpcindia.com/writereaddata/Images/ pdf/CSR_Policy_E_CMA_201811_1.pdf

26. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year 2019-20 the Company has not entered into any materialtransaction with any of its related parties. The Company's major related partytransactions are generally with its subsidiaries and associates for providing consultancyservices leasing out of properties and manpower services. All thecontracts/arrangements/transactions entered into with related parties were on arm'slength basis intended to further the Company's interest. Accordingly the disclosureof Related Party Transactions as required under Section 134(3)(h) of the Companies Act2013 in Form AOC-2 is not applicable.

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

27. VIGIL MECHANISM - POLICY ON WHISTLE BLOWER AND FRAUD PREVENTION

Your Company has framed a ‘Whistle Blower Policy' whereindirectors employees contractors and vendors of the Company are free to report anyunethical practice in violation of applicable laws rules regulations or Company'scode of conduct that could adversely impact Company's operations businessperformance and/or reputation. The policy also allows direct access to the Chairperson ofthe Audit Committee. The identity of the complainant/informant is kept confidential whileenquiring any complaint under the policy so that he/she shall not be subjected to anydiscriminatory practice. A senior level officer has been nominated as

Coordinator for effective implementation of the policy to deal suchcomplaints reported under the policy. During the year 2019-20 one complaint was receivedunder Whistle Blower Policy. The compliant was examined as per prescribed procedure underthe policy and report was submitted to Chairperson of the Audit Committee. During theyear no person was denied access to the Audit Committee on issues relating to WhistleBlower Policy.

Your Company has also framed a Fraud Prevention & Detection Policyto prevent detect and allow speedy disposal of fraud or suspected fraud. Mechanism underthe policy is appropriately communicated within the organization across all levels and hasbeen displayed on Company's intranet.

28. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company believes that diversity at workplace creates anenvironment conducive to engagement alignment innovation and high performance. Everyemployee in the Company is treated with dignity respect and afforded equal treatment. Apolicy on Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace in line with the provisions of the Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressal) Act 2013 is in place. ‘Internal ComplaintsCommittees' have been constituted at various locations of the Company for theredressal of complaint(s) against sexual harassment of women at workplace. The committeeat Corporate Office Faridabad is headed by a senior woman officer and includesrepresentative from an NGO as one of its members. Your Company has also incorporatedsexual harassment as misconduct under "NHPC Conduct Discipline and AppealRules". Disclosures in relation to the Sexual Harassment of Women at Workplace(Prevention Prohibition and

Redressal) Act 2013 for the financial year 2019-20 is as under:

A Number of complaints pending at the beginning of the financial year
B Number of complaintsfiledduring the financial year NIL
C Number of complaints disposed off during the financial year
D Number of complaints pending as on end of the financial year

29. DEBENTURE TRUSTEES

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

30. COVID-19

The threat of a great depression is looming large on the world as wellas the nation's economy due to CoVID-19 pandemic. The country is passing through aperiod of all time low on the economic front due to pandemic. The Power Sector is not leftuntouched from the threat however it performed efficiently during this difficult period.Your Company had provided uninterrupted power supply and ensured its operations continued24X7. NHPC being a pioneer in hydro-power generation in India had proven the importanceof hydropower by contributing to stability of National Grid during the Hon'ble PrimeMinister's ‘9PM9MIN' initiative on April 5 2020. NHPC stood by the nationin this moment of crisis and contributed

Rs 40 Crore towards PM CARES Fund from its CSR Budget.

31. STATUTORY AND OTHER INFORMATION

Information required to be furnished as per the Companies Act 2013SEBI LODR Guidelines issued by Department of Public Enterprises (DPE) on CorporateGovernance 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

32. AUDIT AND AUDITORS' REPORT

32.1 SECRETARIAL AUDIT

The Board had appointed M/s Agarwal S. & Associates CompanySecretaries Delhi to conduct Secretarial

Audit of the Company for the financial year 2019-20

The Secretarial Auditor in its report has given some observations.The Secretarial Auditor's Report along with management replies on the observations isgiven at Annexure-IX.

In compliance to Regulation 24A of SEBI LODR Secretarial Audit reportof NHDC Limited which is a material unlisted subsidiary Company of NHPC Limited is alsogiven at Annexure-X.

32.2 STATUTORY AUDIT

The Statutory Auditors of your Company are appointed by the C&AG.C&AG had appointed following Joint

Statutory Auditors for the financial year 2019-20:

1. M/s DSP & Associates New Delhi;

2. M/s Lodha & Co Kolkata; and

3. M/s Arora Vohra & Co Jammu

The Joint Statutory Auditors have given un-modified report on thefinancial statements of the Company for the financial year 2019-20. Further no instanceof fraud by any officer or employee of the Company has been reported by the Auditors underSection 143(12) of the Companies Act 2013.

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

32.3 REVIEW OF ACCOUNTS BY C&AG

The C&AG has given NIL comments on the standalone and consolidatedfinancial statements of your

Company for the year ended March 31 2020 after conductingsupplementary audit under Section 143 (6) (a) of the Companies Act 2013. The comments ofC&AG for both the standalone and consolidated financial statements of your Company forthe year ended March 31 2020 are given at Annexure- XIII. 32.4 COST AUDIT

The Company maintains necessary cost records as specified by CentralGovernment under sub-section

(1) of Section 148 of the Companies Act 2013 read with the Companies(Cost Records and Audit) Rules 2014. As recommended by the Audit Committee your Boardhas appointed the following firms of Cost

Accountants to conduct audit of cost accounting records of powerstations for the financial year 2019-20 under Section 148 of the Companies Act 2013:

Name of the Firm Name of Power Station
M/s Chandra Wadhwa & Co. Delhi (Lead Cost Auditor) Dulhasti and Salal
M/s Balwinder & Associates Mohali-Punjab Chamera-II Chamera-III and Sewa-II
M/s Sanjay Gupta & Uri-I Uri-II and
Associates Delhi Kishanganga
M/s K. L. Jaisingh & Co. Dhauliganga Wind
Noida Power Project (Jaisalmer)
and Tanakpur
M/s K. G. Goyal & Chamera-I Baira Siul and
Associates Jaipur Parbati-III
M/s R. J. Goel & Co. Chutak and Nimoo Bazgo
Delhi
M/s DGM & Associates Rangit Teesta-V and
Kolkata TLDP-III
M/s Niran & Co. Loktak TLDP-IV and 50
Kolkata MW Solar Power Project
(Tamil Nadu)

The consolidated Cost Audit Report in XBRL format for the financialyear ended March 31 2019 was filed with the Central Government on October 15 2019.

The Cost Audit Report for the financial year ended March 31 2020 shallbe filed within the prescribed time period.

33. PARTICULARS OF LOANS INVESTMENTS AND CORPORATE GUARANTEES

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

34. PARTICULARS OF EMPLOYEES

In accordance to notification dated June 5 2015 issued by the Ministryof Corporate Affairs Government Companies are exempted from the disclosure requirementsof Section 197 of the Companies Act 2013. Therefore such particulars have not beenincluded as part of Directors' Report.

The policy on remuneration pay structure allowances and otherbenefits of Key Managerial Personnel and other employees of the Company are governed byrelevant DPE Guidelines. Pay structure and allowances of the Company are also available onthe website at http://www.nhpcindia.com/writereaddata/images/pdf/RTI%20Corner%20Wages%20UpdationENG_ CAA_201905_1.pdf.

35. BOARD AND COMMITTEES OF THE BOARD

During the financial year 2019-20 the Board of

Directors of your Company met ten times. The details of the meetingsand attendance thereat are given in the Corporate Governance Report which forms part ofthis report.

Your Company has Audit Committee Stakeholders' RelationshipCommittee Nomination & Remuneration Committee Risk Management Committee Committeeon Corporate Social Responsibility & Sustainable Development and other Board LevelCommittees. The composition and meetings of these Committees are given in the CorporateGovernance Report which also forms part of this report.

During the financial year 2019-20 there was no instance where theBoard has not accepted the recommendation(s) of any committee of the Board which ismandatorily required.

36. PERFORMANCE EVALUATION OF BOARD

BOARD LEVEL COMMITTEES AND DIRECTORS

Your Company has framed a policy on performance evaluation of BoardBoard level committees and Independent Directors in line with provisions of SEBI LODR.Based on the recommendation of Nomination & Remuneration Committee the annualperformance evaluation of Board Board level Committees and Independent Directors of theCompany for the year 2018-19 has been carried out by the Board in its meeting held inMarch 2020. The Independent Directors in their separate meeting held in June 2019decided not to carry out the performance evaluation of Functional Directors as theirperformance is being evaluated by the Ministry of Power (Administrative Ministry). Theprocess of annual performance evaluation of Board Board level Committees and IndependentDirectors is given in the Corporate Governance Report.

37. DIRECTORS' RESPONSIBILITY STATEMENT

In line with requirement of Section 134(3)(c) read with Section 134(5)of the companies Act 2013 with respect to the Directors' Responsibility Statementit is confirmed that:

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; (b) the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of thecompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; (d) the Directors had prepared the annualaccounts on a going concern basis;

(e) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and (f) the Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

38. SECRETARIAL STANDARDS

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

39. GENERAL

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

1. Issue of equity shares with differential rights as to dividendvoting or otherwise.

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

3. Significant and regulators or courts or tribunals which impact thegoing concern status or Company's operations in future.

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

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

40. WEBSITE LINK FOR VARIOUS POLICIES OF THE COMPANY

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

Particulars Website Link
Policy on Related http://www.nhpcindia.com/
Party Transactions writereaddata/Images/ pdf/Policy-Related-Party- Transaction.pdf
Corporate Social Responsibility & Sustainability Policy http://www.nhpcindia.com/ writereaddata/Images/pdf/ CSR_Policy_E_CMA_201811_1. pdf
Policy on Material Subsidiaries http://www.nhpcindia.com/ writereaddata/Images/pdf/ Policy-Material-Subsidiary.pdf
Whistle Blower http://www.nhpcindia.com/
Policy writereaddata/images/pdf/
wbp.pdf
Familiarization programme for http://www.nhpcindia.com/ writereaddata/Images/pdf/
Directors Details%20of%20Director%20
Training_FY2019-20%20-%20
English.pdf
Dividend http://www.nhpcindia.com/ writereaddata/Images/pdf/
Distribution Policy
Dividend-Policy-21062017.pdf
Extract of Annual http://www.nhpcindia.com/
Return NHPC-annual-reports.htm

41. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

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

1. Shri Satya Prakash Mangal Prof. Kanika T. Bhal and Prof. Arun Kumarceased to be Independent Directors on the Board of the Company on completion of theirtenure on November 17 2019. orders passed by

2. Shri Balraj Joshi ceased to be Chairman & Managing Director ofthe Company w.e.f. December 31 2019 on attaining the age of superannuation.

3. Shri Abhay Kumar Singh was appointed as Chairman & ManagingDirector of the Company w.e.f. February 24 2020 as per order of Administrative Ministryi.e. Ministry of Power. Earlier Shri Ratish Kumar Director (Projects) held theadditional charge of the post of Chairman

& Managing Director from January 1 2020 to February 24 2020.

4. Shri Janardan Choudhary ceased to be Director (Technical) of theCompany w.e.f. March 31 2020 on attaining the age of superannuation.

5. Shri Yamuna Kumar Chaubey was appointed as Director (Technical) ofthe Company w.e.f. April 1 2020 as per order of Ministry of Power.

6. Shri Aniruddha Kumar ceased to be Nominee Director of the Companyw.e.f. May 29 2020 pursuant to order of Ministry of Power.

7. Shri Tanmay Kumar was appointed as Nominee Director of the Companyw.e.f. June 11 2020 pursuant to order of Ministry of Power.

Details of remuneration/sitting fee paid to directors during the year2019-20 are given in the Corporate Governance Report.

All Independent Directors of the Company as on March 31 2020 havedeclared that they meet the criteria of independence as laid down under Section 149 (6) ofthe Companies Act 2013 and Regulation 16(1)(b) of SEBI LODR. They have further declaredthat they are not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact their ability to discharge their duties with anobjective independent judgment and without any external influence. Independent Directorshave also declared that they have complied with Rule 6(1)&(2) of the Companies(Appointment and

Qualification of Directors) Fifth Amendment Rules

2019 regarding inclusion of their name in the data bank of IndependentDirectors maintained by Indian Institute of Corporate Affairs (IICA).

Shri Nikhil Kumar Jain Director (Personnel) and Shri Mahesh KumarMittal Director (Finance) are liable to retire by rotation and being eligible areproposed to be re-appointed at the forthcoming Annual General

Meeting. A brief profile of the be appointed/re-appointed at theforthcoming AGM is provided in the notice of the AGM.

42. ACKNOWLEDGEMENT

The Board would like to thank the Government of India particularly theMinistry of Power as well as the various State Governments regulatory and statutoryauthorities for their valuable guidance and support from time to time. The Board is alsothankful to all its stakeholders including bankers investors members customersconsultants contractors vendors etc. for their continued support and confidence reposedin the Company.

The Board also acknowledges the constructive suggestions received fromthe Office of C&AG Statutory Auditors Secretarial Auditor and Cost Auditors. TheBoard would like to place on record its appreciation for the valuable guidance andsignificant contribution

Shri Janardan Choudhary Shri Aniruddha Kumar

Shri Satya Prakash Mangal Prof. Arun Kumar and Prof. Kanika T. Bhalduring their tenure on the Board of the Company. The Board would like to express itsappreciation for proposed to the dedicated and sincere efforts put by NHPCians at alllevels for the excellent performance achieved during the year 2019-20. Last but not theleast the Board salutes with gratitude to all functionaries and personnel in theGovernment doctors healthcare & medical staff police law enforcement and otheragencies who are at the frontline to fight the pandemic by keeping essential servicesoperational. NHPC is proud of its employees especially posted at power stations andprojects who are contributing in the service of nation during this challenging time.

For and on behalf of the Board of Directors

(Abhay Kumar Singh)
Chairman and Managing Director
DIN 08646003
made Date: August 27 2020 by Shri Balraj Joshi
Place: Faridabad

.