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NLC India Ltd.

BSE: 513683 Sector: Infrastructure
NSE: NLCINDIA ISIN Code: INE589A01014
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OPEN 56.00
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VOLUME 774485
52-Week high 62.55
52-Week low 35.05
P/E 9.81
Mkt Cap.(Rs cr) 7,633
Buy Price 55.05
Buy Qty 2.00
Sell Price 55.00
Sell Qty 15.00
OPEN 56.00
CLOSE 55.00
VOLUME 774485
52-Week high 62.55
52-Week low 35.05
P/E 9.81
Mkt Cap.(Rs cr) 7,633
Buy Price 55.05
Buy Qty 2.00
Sell Price 55.00
Sell Qty 15.00

NLC India Ltd. (NLCINDIA) - Director Report

Company director report

Dear Members

It is indeed my proud privilege on behalf of our Board of Directors topresent the 64th Directors' Report on the business and operations of the Company togetherwith the Audited Financial Statements for the year ended 31st March 2020 togetherwithAuditors'Report and comments on theAccounts by the Comptroller andAuditor General(C&AG) of India.

Major Highlights

The Financial Year 2019-20 has been a year of good achievements foryour company with all round performance. The significant highlights of achievements duringthe year 2019-20 and during the current year to date are as follows:

• Commissioning of the entire 709 MW Solar Power Projects in TamilNadu. With the completion of this project the Company has become the first CPSE in theCountry to achieve solar power generation capacity of more than one GW.

3 20 MW Solar Power Projects in Andaman & Nicobar Island in which2.5 MW was commissioned in December 2018 and the balance 17.5 MW was commissioned on30.06.2020.

Commissioned Unit 1 of 2x500

• MW Neyveli New Thermal Power Station on 28 th December 2019 thefirst of its kind for this capacity in Lignite based Thermal plants in India.

Mining Operation commenced from the 20.0 MTPATalabira II & III CoalMine at Odisha on 11th December 2019 and

• Coal excavation started on 26th April 2020 amidst COVID –19 restrictions.

• Achievement of average Thermal Plant Load Factor (PLF) of 70.22% against the national average PLF of 55.99%.

• Trading of Thermal Power in Real Time Market (RTM) on Real TimeMarket basis in the exchange commenced through IEX on 1st June 2020 to trade thesurrendered power aiming towards full trading and almost zero power surrenderprofessionally.

• A Memorandum of Understanding (MoU) was reached between theTrade Unions representing contract workmen and contractor employers in the presence ofrepresentatives of the Company for wage settlement of Contract employees effective from 1January st 2020.

Entered an agreement with

• Coal India Limited a Maharatna Central Public Sector Enterpriseon 3 rd July 2020 also under the Ministry of Coal to form a Joint Venture Company todevelop Solar and Thermal power assets to the tune of 5000 MW on pan-India basis.

OPERATIONAL PERFORMANCE

Power

Your Company has added 1209 MW during 2019-20 and 17.5 MW on 30.06.2020and retired 400 MW to its installed capacity. With this addition and retirement the totalinstalled capacity has become 4661.06 MW.

Power Generation – Lignite based Thermal Power & Solar Power

During the year the total Power Generation (Gross) of 21922.98 MillionUnits (MU) and Power Export of 18840.84 MU have been achieved in spite of Power surrenderof 1945.71 MU witnessed from State DISCOMs.

The average Plant Load Factor (PLF) of the Thermal Power Plants of theCompany as a whole during the year 2019-20 was 70.22% as against the National Average of55.99%. During the year 2019-20 DISCOMS had surrendered 1945.71 MU as against 1891.47 MUduring 2018-19 and considering this power surrender the overall power generation wouldhave been still higher.

Mining - Lignite & Coal

Your Company is presently operating three open cast lignite Mines atNeyveli in the State of Tamilnadu and one opencast lignite Mine at Barsingsar in the Stateof Rajasthan. The total mining capacity of all the lignite mines is 30.60 MTPA. YourCompany has also started Coal excavation from Talabira II & III Coal Opencast Mines atOdisha from 26th April 2020 with a mining capacity of 20.0 MTPA. Coal production to themining capacity is expected to reach in 2027-28.

The total overburden (OB) removal of 1611.27 Lakh Cubic Meter (LM )3from Lignite & Coal Mines and Lignite Production of 248.64 Lakh Tonne (LT) has beenachieved from the Lignite Mines during the year 2019-20.

Productivity

The output per man shift achieved during the year 2019-20 as comparedwith the previous years are given below.

Product Unit 2019-20 2018-19
Lignite Tonne 15.99 14.11
Power KwHr 29305 26197

Financial Performance

During the year ended 31st March 2020 the Company had registered arevenue from operations of ` 7916.30 crore as against ` 7145.92 crore during the year2018-19.The Profit Before Tax (PBT) and Profit After Tax (PAT) for the year 2019-20 were `2204.59 crore and ` 1413.85 crore respectively as against ` 2135.87 crore and `1266.97 crore respectively during the previous year ended 31 March st 2019.

On a Consolidated basis the total revenue from operations for the year2019-20 was ` 10320.56 crore against ` 9870.93 crore in 2018-19. The PBT and PAT forthe year 2019-20 were ` 2345.11 crore and ` 1452.98 crore respectively as against`2561.40 crore and ` 1537.35 crore respectively in the year 2018-19.

The details of profit earned for the financial year 2019-20 andappropriation of the same are as follows:

Particulars Standalone Consolidated
2019-20 2018-19 2019-20 2018-19
Revenue from operations 7916.30 7145.92 10320.56 9870.93
Profit Before Tax 2204.59 2135.87 2345.11 2561.40
Tax Provision 790.74 868.90 892.95 1024.05
Profit /(Loss) for the Period (PAT) 1413.85 1266.97 1452.98 1537.35
Appropriation
Transfer (to) / from Interest Differential Fund Reserve (8.72) (8.07) (8.72) (8.07)
Transfer from Bond Redemption Reserve - 150.00 - 150.00
Transfer to PRMA Reserve Fund (10.03) (16.83) (10.03) (16.83)
Transfer to Contingency Reserve (10.00) (10.00) (10.00) (10.00)
Transfer to Capital Redemption Reserve - (141.93) - (141.93)
Buy back Premium - (1107.07) - (1107.07)
Dividend (Interim/ Final ) (978.97) (669.42) (978.97) (669.42)
Tax on Dividend (181.21) (137.60) (181.21) (137.60)
Ind AS 116 Lease adjustment (0.13) - (0.13) -

Dividend

During the year 2019-20 the Board of Directors of your Company haddeclared an Interim Dividend of 70.60% (`7.06 per equity share) amounting to ` 978.97crore and the same has been treated as the Dividend for the year 2019-20.

Divestment of Shareholding by Government of India

The Government of India has from time to time disinvested its stake inyour Company. During the year under review GOI has disinvested 2.71% shares as under:

S. No Particulars No. of shares divested during 2019-20 Percentage sold
1. CPSE ETF during July 2019 14664119 1.06
2. Bharat 22 ETF during October 2019 2046045 0.15
3. CPSE ETF during February 2020 20853522 1.50

The present shareholding of the President of India in the Company is79.20%.

CapacityAddition:

Your Company has taken up several capacity addition projects which areunder construction / implementation and the details of such projects are as under:

Description Capacity (MW) Project Cost (` in crore) Cumulative CAPEX as on 31-03-2020 (` in crore) Expected COD / Status
Power Sector
Neyveli New Thermal Power Project (NNTPP) in Neyveli # 2x500 7980.79 7185.39 2020-21
Bithnok Lignite Thermal Power Project in Rajasthan 1x250 2196.30 173.83 Presently on hold
Barsingsar Thermal Power Extn.
Project in Rajasthan 1x250 2112.59 158.25
Renewable Sector
Solar Power Project in 20 130.77 119.82 Completed in June
Andaman Islands@ 2020
Mining Sector MTPA
Expansion of Mine-I & IA Lignite Mines in Neyveli Tamil Nadu 4.00 709.06 468.21
Bithnok Lignite Mine in Rajasthan 2.25 513.63 175.30 Presently on hold
Hadla Lignite Mine in Rajasthan 1.90 522.45 9.88
Talabira II & III 20.00 2401.07 712.91 Jan 2027 *

# Unit – I of 500 MW has been commissioned in December 2019.

@ 2.5 MW has been commissioned in 2018-19 and 17.50 MW commissionedon 30th June 2020.

* attainment of full production capacity

Projects under Formulation:

Various projects of your Company are under formulation and the detailsof such projects are as under:

Description Capacity (MW) Project Cost (` in Crore) Expected COD/Status
Power Sector
Talabira Thermal Power Project in Talabira Odisha 3x800 17636.78 2027
Thermal Power Project (JV of NLCIL & MCL)* 2x800 11363.18 2026
Thermal Power Station-II Second Expansion in Neyveli 2x660 8733.49 2026
Renewable Sector
Solar Power Project (JV of NLCIL & CIL)* 1000 4000.00 March 2023
Mining Sector MTPA
Mine-III in Neyveli Tamil Nadu 11.50 2130.30 -

* JV Agreement signed with CIL on 3rd July 2020 to set up 5000 MW ofsolar & thermal projects

Subsidiaries /Joint Venture Projects

NLC Tamil Nadu Power Limited (NTPL) – A Joint Venture betweenNLCIL and TANGEDCO - Tuticorin Power Project (1000 MW) in Tamil Nadu

NTPL the Subsidiary Company is operating a 2x500 MW Coal based ThermalPower Plant at Tuticorin in Tamil Nadu. During the year 2019-20 the power generation was4844.40 MU (excluding surrender of 2066.17 MU) as against 5486.63 MU in the year2018-19 with a PLF of 55.15%. The reduction in generation was mainly attributable to thefailure of Generator in Unit-2 heavy power surrender and reserve shut down. NTPL hasdeclared a dividend of 3% for FY 2019-20.

During the year ended 31st March 2020 NTPL in its full year ofoperation registered a revenue from operations of ` 2434.72 crore and the Profit BeforeTax & Profit After Tax for the year 2019-20 were `226.49 crore and `143.15 crorerespectively.

Neyveli Uttar Pradesh Power Limited (NUPPL) – A Joint Venturebetween NLCIL & UPRVUNL - Ghatampur Thermal Power Project (1980 MW ) linked toPachwara South Coal Block (11 MTPA) in Jharkhand

NUPPL the Subsidiary Company is implementing the 3 x 660 MW Ghatampurcoal based Thermal Power Project (GTPP) at Ghatampur Tehsil Kanpur Nagar District in theState of Uttar Pradesh at a cost of` 17237.80 crore with original commissioning scheduleof Unit I in December 2020 followed by other two units at an interval of 6 months each.However due to COVID-19 impact delay is expected in commissioning of Unit I.

The Company had signed a Power Purchase Agreement (PPA) with UttarPradesh Power Corporation Limited (UPPCL) for supplying 75% of the Power from GTPP. Sinceall the other Northern States are not in need of power from GTPP Ministry of PowerGovernment of India

(GoI) has allocated 1843.68 MW to State of Uttar Pradesh and NUPPL ispursuing for allocation of the remaining unallocated portion also with the Regulators. TheCoal supply is linked to Pachwara South Coal Block. Bridge Coal Linkage of 0.5MT toGhatampur Thermal Power Project (GTPP) for the year 2020-21 has been approved by Ministryof

Coal. The remaining quantity will be fulfilled from Talabira II and IIIMine belonging to the Company till the commencement of till operation of Pachwara SouthCoal Block.

The project has achieved a CAPEX of ` 3525.18 crore in the year2019-20. The cumulative expenditure incurred since inception up to 31 March st 2020 is `9199.20 crore.

Pachwara South Coal Block (11 MTPA) in Jharkhand

NUPPL has been allotted with the Pachwara South Coal Block in theState of Jharkhand and the same is proposed to be developed with a capacity of 9.0MTPA(Normative) &11.00 MTPA(Peak) at an estimated cost of ` 1795 crore. In order todevelop and operate the above Coal Block MIPL GCL Infra contract Private Limited has beenappointed as the Mine Developer Operator (MDO). Geological Report and the Mine Plan havebeen submitted to MoC. Civil survey and site survey have been completed. The cumulativeexpenditure incurred up to 31st March 2020 was ` 29.02 crore.

MNH Shakti Limited

Mahanadi Coal Fields Limited your Company and Hindalco jointly formedMNH Shakti Limited with equity participation of 70:15:15 to implement 20.0 MTPA CoalMining Project in Talabira in the State of Odisha. The Talabira II & III Coal Blocksallocated for this purpose have been cancelled pursuant to judgment of Hon'ble SupremeCourt of India and the Coal Mines (Special Provisions) Ordinance 2014. The JV Company hasbeen proposed for winding up and necessary formalities are underway.

Joint VentureAgreement with Coal India Limited

Your Company has inked an agreement with Coal India Limited aMaharatna Central Public Sector Enterprise on 3rd July 2020 also under the Ministry ofCoal to form a Joint Venture Company to develop Solar and Thermal power assets to thetune of 5000 MW on pan-India basis.

Loan Guarantees and Investments

Details of loans and investments covered under the provisions ofSection 186 of the Companies Act 2013 forms part of the Financial Statements.

Deposits

The Company has not accepted any deposits from the public during theyear.

Borrowing & Credit Rating

Bonds

During the Financial year 2019-20 and subsequently during the financialyear 2020-21 your Company has issued the following bonds:

Particulars Face value Issue Size (` Crore) Coupon Rate Date of Allotment Date of Maturity Trustee
Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds (in the nature of Debentures) - Series I 2019 `1000000/- 1475 8.09% 29-05-2019 29-05-2029 SBICAP Trustee Company Limited
Secured Non-Cumulative Non- convertible Redeemable Taxable Bonds (in the nature of Debentures) - Series I 2020. `1000000/- 525 7.36% 27-01-2020 25-01-2030 SBICAP Trustee Company Limited
Unsecured Non-Cumulative Non- convertible Redeemable Taxable Bonds (in the nature of Debentures) - Series II 2020. `1000000/- 500 5.34% 31-07-2020 11-04-2025 IDBI Trusteeship Services Ltd.

Commercial Paper

During the Financial Year 2019-20 and during the current year yourCompany has mobilized funds by issue of Commercial Papers in various tranches withdifferent tenures to optimise the finance cost. The details of Commercial Papers issued byyour company during 2019-20 and subsequent issues as on 01.09.2020 are summarized below:

Issue date No. of Days Maturity Date Issue Amount (` crore) Coupon Rate
06-03-2020 175 28-08-2020* 500 5.45%
12-03-2020 78 29-05-2020* 500 5.10%
20-04-2020 88 17-07-2020* 1000 4.89%
29-05-2020 90 27-08-2020* 500 3.59%
03-06-2020 90 01-09-2020* 600 3.73%
03-06-2020 268 26-02-2021 600 4.40%
02-07-2020 90 30-09-2020 500 3.40%
20-07-2020 65 23-09-2020 500 3.37%
14-08-2020 76 29-10-2020 1000 3.38%
27-08-2020 76 11-11-2020 800 3.38%
01-0 9-2020 91 01-1 2-2020 750 3.38%

* Redeemed on respective maturity dates.

Credit Rating for Borrowings

During the year your Company has obtained AAA/Stable for Long TermBorrowings including Issue of Bonds and A1+ for Issue of Commercial Papers from CreditRatingAgencies.

Commercial

Power Dues / Realisation:

The outstanding power dues including March 2020 month invoices of theCompany as on 31st March 2020 was `7288.33 crore against ` 5131.32 crore for thecorresponding period of the year ended 31st March 2019. The dues beyond the 45 days limitas on 31st March 2020 was `5919.17 crore as against ` 3991.36 crore for thecorresponding period of the previous year ended 31 March st 2019.

Sale of Power in Power Exchange:

During the year 2019-20 the power surrendered by the DISCOMs /Beneficiaries was 1945.71 MU as against 1891.47 MU in the year 2018-19. Lesser demand fromBeneficiaries availability of cheaper power in the open market etc. are the reasonsattributable to Power Surrender.

The Un-requisitioned Surplus (URS) power was sold in the market. Duringthe year under review 1167.85 MU of surrendered power were sold through Power Exchangesthereby fetching a revenue of `324.87 crore.

Real time Market

Real-Time Market (RTM) for Electricity is a power market reformcontinuum by Central Electricity Regulatory Commission (CERC) to provide the marketplayers an organized platform for energy trade closer to real time. This measure has beenimplemented from 01.06.2020.

The market facilitates your Company to sell the surrendered power inPower Exchange and this facility would be an enabler facility to reach zero surrenderstatus in the coming months.

Your Company commenced the sale of Surrendered Power in Real TimeMarket segment of Power Exchanges from 01.06.2020 by setting up control room for biddingin the Real Time market round the clock. During the month of June 2020 111.23 MU ofsurrendered power was sold in RTM and earned a revenue of ` 24.12 crore. Your Company'sshare in IEX is 21.24 % by volume as on 30th June 2020.

Impact of COVID-19

Due to the outbreak of COVID 19 in India and globally your Company iscontinuously monitoring the impact of the same in business operations and financials.Aninitial assessment was made and are as follows

a) The Company is engaged in the Business of Mining and PowerGeneration which are classified as an essential service. The Company has ensured theavailability of its Thermal and Solar power plants including its subsidiary plant togenerate power and has continued to supply power during the period of lockdown.

b) Due to the low demand of power during the period there was hugepower surrender and the Company have to operate its power plants with lower load factorthe same expected to be lower for some more period. However as per the regulatoryframework of business this would not have a significant impact on profitability.

c) In Neyveli Tamil Nadu open cast mining activity was stopped in allthe three lignite mines from 25.03.2020 to 07.04.2020 and the pit head thermal stationsrequirements were met from the lignite stocks available. The mining activity was restoredin all the three Mines with reduced workforce after ensuring social distancing safety andhealth of the workforce.

d) The majority of the workforce engaged for mining was hailing fromnearby villages. Many such villages were declared containment zones and hence the labourforce from those villages was not engaged during such period.

e) As per the directions of Govt. of India the wages of contractworkmen were paid during their absence for a short period.

f) Regular mining activity was going on in Barsingsar mine inRajasthan which is fully outsourced and there was no disruptions and the productivity wasensured.

g) Talabira II & III OCP Odisha has commenced its productionduring the difficult times of COVID on 26th April 2020.

The mining activity in the initial days was slowed down to addresssocial distancing and to equip with necessary safety measures and the same was resumed.The construction of railway line work related to first mile connectivity could not beprogressed during the COVID-19 period.

h) Ministry of Power (MoP) directed CERC to reduce the rate of latepayment surcharge (LPSC) for the payments which become delayed beyond a period of 45 days(from the date of presentation of the bill) during the period from 24 March 2020 to 30June 2020 to contain the impact of COVID-19. On these directions CERC has issued orderwhereby it has been directed that LPSC shall apply at a reduced rate of 12% instead ofnormal rate of 18% on payments becoming overdue during the said period.

i) Ministry of Power also issued guidelines on 15th May'2020 for CPSE'sfor consideration of the followings :-

i. Deferment of capacity charges for power not scheduled to be payablewithout interest after the end of the lockdown period in three equal monthly instalments.

ii. Rebate of about 20-25% on power supply billed (fixed cost) toDISCOMs j) The impact on account of the lower rate of surcharge (`12.03 crore) as per thedirectives of CERC deferment of capacity charges (`0.86 crore) for the power notscheduled and rebate @20% on power supply billed (fixed cost) (`42.09 crore) as per theguideline issued by MoP for the 40 days COVID period. The benefit as per MoP guidelineswill be considered for pass on after detailed deliberation with the beneficiaries in thisregard.

k) The construction and commissioning of Unit 2 (500MW) of New NeyveliThermal Power Station/Project (NNTPP) in Neyveli is getting delayed and as the majorityInter State Migrant (ISM) workers had left the construction site to their native states.This is the major impact of Covid-19 lockdown and still your Company could not commit onthe commissioning schedule of Unit-2. The impact towards additional IDC and IEDC duringthe period till 30th June is about `65 crore apart from loss of revenue due to delayedcommissioning.

l) As the delay is on mainly account of the force majeure conditionyour Company will request the same with CERC for fixing the Tariff for the Plant afterconsidering the delay as force majeure with consequential impact on Project Cost.

m) There is a little impact of Covid-19 as all the solar plants arebeing operated in Solar Developer and Operator (SDO) model. The running plants havesuffered due to disturbances in availability of critical spares because of the brokensupply chain due to Covid-19. There are some disruptions in O&M plants for achievingfull generations.

n) Your Company could commission the remaining 17.5 MW out of the total20 MW in Andaman Islands along with 8 MWHr battery systems on 30th June 2020. Thecommissioning got delayed by three and half months because of Covid-19 impact. Thisproject is covered under MNRE CFA scheme with a validity period till 31st March 2020.

MNRE has issued office memorandum dated 17 April 2020 stating the timeextension in scheduled commissioning date of Renewable Energy projects consideringdisruption due to lockdown time and additional thirty days for normalisation after end ofsuch lockdown.

o) The impact on IDC and IEDC (about `1.85 crore) due to the abovedelay is expected to be suitably addressed by CERC while determining the tariff of theproject and CFA scheme is expected to be extended for the said delayed period.

p) Your Company has started power trading in the Real Time Market (RTM)from 1st June 2020 onwards which reduces the power surrender by trading the excess powerthat could be partially generated. Your Company's share in IEX is 21.24 % by volume.

q) The Internal Control over Financial Reporting has not been affecteddespite the country level lockdown since the company has been using SAP ERP platform. TheHR department and Township Administration and NLCIL's General Hospital are working in fullswing with task forces to combat Covid-19.

r) Moreover the company has also implemented 'Work From Home' (WFH)policy and guidelines. The company has initiated remote working model through VPN accesswhich is working well. Video conferencing mode of communication is being used across theCompany for conducting various meetings reviews and other activities.

s) On Neyveli Uttar Pradesh Power Ltd. the Subsidiary Company

i. Ghatampur Thermal Power Project UP is under construction of 3 unitsof 660 MW. The three units are scheduled to be commissioned by November 2020 May 2021 andNovember 2021. But owing to the lockdown all the inter-state migrant (ISM) workers haveleft the construction site. The construction activities got hampered and hence thecommissioning of the units is also going to get delayed further.All out efforts are beingmade to bring back the remaining ISM workers.

ii. The impact towards additional IDC and IEDC transmission chargesetc during the period till 30th June is about `146 crore apart from loss of revenue due todelay in commissioning of the project. There is also likely impact beyond 30th June'2020as mentioned above due to slow down of project activities in absence of requisite workforce at site which will be evaluated suitably after normalisation of project activities.

t) On NLC Tamilnadu Power Ltd. the Subsidiary Company

The impact on account of the lower rate of surcharge (`4.43 crore) asper the directives of CERC and deferment of capacity charges for the power not scheduled(`1.07 crore) and rebate @20% on power supply billed (fixed cost) (`18.51 crore) as perMoP guidelines for the 40 day's period on the financials of the company. The benefit asper MoP guidelines will be considered for pass on after detailed deliberation with thebeneficiaries in this regard.

The management does not anticipate any medium to long term risks inyour Company's ability to continue as a going concern and meeting its liabilities as andwhen they fall due.

Contribution to PM CARES Fund

Your Company has contributed ` 20 crore from its Corporate SocialResponsibility Initiative Fund to the PM CARES Fund. Employees of your Company havecontributed their one day's salary amounting to ` 5 crore to this fund. In addition 135employees have voluntarily contributed ` 7.46 lakh to this fund.

Relief Measures

In order to extend a helping hand to the surrounding population who arehit economically due to the lock down and as a social measure your Company has providedrelief materials such as masks groceries and had also sanitised houses and communitybuildings wherever warranted.

Industrial Incidents

An unfortunate fire incident occurred on May 7 2020 in Unit – VIBoiler area of Thermal Power Station – II in NeyveliTamil Nadu wherein two employeeson Regular Rolls and six contract workmen / supervisor suffered burn injuries. Immediatefirst aid and higher treatment was also provided to the injured persons. Two employees andthree contract workmen succumbed to burn injuries despite treatment. A committee wasformed to investigate the incident and to give the findings for taking necessary action.Both internal and external committees submitted its reports. Appropriate relief measuresand compensation were provided to the deceased and injured apart from giving employment tothe immediate kin of the deceased.

While carrying out one of the recommendations of the above Committeeanother fire incident occurred on July 1 2020 in Unit V of Thermal Power Station –II when the said Unit was under shutdown where a fire broke out in the boiler areaoutside the furnace subsequent to an explosion. This incident resulted in burn injuries tothe maintenance team comprising of one executive two supervisors three Non-executiveemployees & seventeen contract workmen and out of the 23 injured 15 succumbed toinjuries.AHigh Level External Committee and an Internal Committee were formed toinvestigate in to the above incident and the reports have been received. As per theCommittee Reports when the cleaning operations were being carried out inside the Girdersin Unit V as was carried out in Unit –VI & VII as recommended by theInvestigation Committee of Unit –VI Fire Incident occurred in May 2020 the abovefire incident had occurred. The External Committee has also inter-alia observed in theRoot Cause Analysis that this type of explosion in Boiler Box Type Girder Structure isUnique and may be first of its kind in the history of Thermal Power Stations inIndia.Appropriate relief measures and compensation were given to the deceased and theinjured apart from giving employment to the immediate kin of the deceased.

Insurance

Your Company has taken a Mega Insurance Coverage through NationalInsurance Company Ltd for its assets - mining thermal solar service units operatingunits at Neyveli and Barsingsar Rajasthan for the first time as against the previouslycovered standalone Standard Fire & Special Perils Policy (SFSP) for FY 2019-20. Themega Insurance extends covers such as Machinery Breakdown (MBD) Fire Loss of Property(FLOP) Machinery Loss of Property (MLOP) for the operating thermal & solar units andMachinery Damage (MD) & Standard Fire & Special Perils Policy (SFSP) for itsoperating mining units.

Rehabilitation & Re-settlement

Your Company takes care of the Project Affected Persons (PAPs) throughappropriate R & R Policy measures and the trauma of displacement is thereby minimised.Your Company follows the guidelines issued by the Government of India from time to timeon R&R for the on-going projects. Apart from development of Re-settlement Centres(RCs) in the Project vicinity these centres are being provided with good infrastructurefacilities. As a result the eligible project affected families have smoothly re-settledin these RCs.Apart from the rehabilitation measures legal compensation for loss of assetsas directed by the appropriate Government have been provided with the co-operation of theDistrict administration. Peripheral developmental works viz. formation and improvement ofexisting village roads skill development programmes for PAPs have been carried out duringthe year.

The "Right to Fair Compensation and Transparency in LandAcquisition Rehabilitation and Resettlement Act – 2013" (RFCTLARR) is applicablesince 01.01.2014.

The Tamil Nadu Government has revived the "TN acquisition of landfor Industrial Purposes Act 1997" through the "Tamil Nadu LandAcquisition Laws(Revival of operationAmendment and Validation)Act 2019."

Research and Development (R & D)

Centre for Applied Research & Development (CARD) is the in-houseR&D Centre of the Company and has been recognized by the Department of Science &Technology. The major functions of CARD is to carry out Science & Technology ResearchProjects Environmental Monitoring Pollution level measurements Quality control Testing& Consultancy & Technical services. Based on the R&D and Pilot Projectoutcome technology development patenting and commercialization are undertaken. It alsoCoordinates to S&T projects undertaken by Units provides Institutional services tostudents special studies for operation of new schemes and new Initiatives etc. CARD isrendering analytical services towards quality control of various products / materials usedin mines power stations and other service units as well as for outside agencies. CARD isalso carrying out various R&D works on lignite utilization diversification productdevelopment by-product utilization solid waste management wasteland reclamation andintroduction of real time monitoring facilities etc. CARD has been granted NABLaccreditation by National Accreditation Board for Testing and Calibration Laboratories(NABL) based on the international standard ISO/IEC 17025:2005. CARD has undertaken theformation of Innovation and Incubation Centre in collaboration with premier institutionsof the Country.

The total R&D expenditure incurred during the year 2019-20 was `24.45 crore.

Human Resource

Your Company strongly believes in Human Resource which is a major assetand key performer that drives the Company's growth. The Human Resource philosophy of yourcompany is to create a holistic work environment where employees get opportunities torealise their skills and enhance their potential.

Training

Your Company believes that continual learning and development are themeans of promoting employee growth and acquiring high skilled work force. Your Companyembraced the training and development as an integral part of the human resourcedevelopment activity for enhancing the knowledge and skill sets of the employees. Duringthe year 2019-20 your Company had conducted various in-house / deputation trainingprogrammes workshops conferences symposia etc to boost the performance of theemployees and also deputed employees to such similar programmes within India and abroad.

Apprentices were also given Training as per Statutory Guidelines of theRegional Director of Apprenticeship Training Chennai (RDAT) and the BoardofApprenticeship Training (BOAT) of Southern Region Chennai.

Industrial Relations

During the year Trade Unions representing contract workmen submitted acharter of demand for revision of wages and other benefits. In order to look into thegrievances/demands a Joint Bi-partite Committee (JBC) comprising representatives of TradeUnions of contract workmen Recognised Unions representatives of Contractor Employers wasconstituted along with representatives from the Management. The formation of JBC was a newinitiative in your Company in order to hold Bi-partite level of discussions to arrive atan amicable understanding in a peaceful atmosphere. As a milestone in the history of yourCompany a Memorandum of Understanding (MoU) was reached between the Trade Unionsrepresenting Contract Workmen and Contractor Employers in the presence of representativesof NLCILManagement without any agitation/ strike/ loss of production.

In accordance with the order of Chief Labour Commissioner (Central)New Delhi the contract workmen deployed in your Company are paid Minimum Wages andDearness Allowance with increase in DA notified from time to time.

In general the industrial relations scenario of your company remainedpeaceful and cordial during the year 2019-20.

Manpower

The total employee strength (including subsidiaries) stood at 12486 ason 31st March 2020 as against 13464 as on 31 March st 2019.

Your Company scrupulously follows the Reservation Policy applicable toScheduled Castes (SCs) Scheduled Tribes (STs) and Other Backward Communities (OBCs) asprescribed in the presidential directives / GOI guidelines.

The group-wise Men-in-position (MIP) as on 31 March st 2020 stood asfollows:

Strength of SC/ST/OBC % of SC/ST/OBC
Group Total Strength SC ST OBC SC ST OBC
A 3559 753 309 495* 21.16 8.68 13.91*
B 278 55 13 80 19.78 4.68 28.78
C 8078 1547 85 2679 19.15 1.05 33.16
D 571 117 2 332 20.49 0.35 58.14
Total 12486 2472 409 3586 19.80 3.28 28.72

*indicates the strength of OBCs on rolls after reservation for OBCscame in to effect (i.e 08-09-1993). However more than required percentage of employees(covered in the Central list of OBC category) were recruited on the strength of BCcategory prior to reservation for OBCs came in to effect and continue to be in the rollsof the Company.

EMPLOYEES' WELFAREAND SOCIAL SECURITY SCHEMES

Educational facilities

Your Company is presently running 9 Schools with student strength of4839 Nos. About 98% of the students studying in these schools are from the peripheralvillages wards of contract employees daily wages workmen and others who are with verypoor means.

Your Company provides Educational Assistance to the wards of GeneralSC/ST OBC category employees and wards of Contract Workmen for pursuing higher studies(under graduate degree / diploma / professional courses) till the duration of the coursesubject to a maximum of five years. Out of the total slots earmarked under ContractWorkmen EducationalAssistance scheme 50% slots are allotted exclusively for girlchildren. Besides these schemes a separate Cash Award Scheme and a Scholarship Schemewere also provided under CSR for the benefit of girl children studying in the peripheraldistricts of Barsingsar Project Rajasthan. In addition to the above your Companyreimburses the tuition fees every year for students belonging to SC/ST/OBC category(predominantly hailing from the surrounding villages of NLCILprojects) studying in JawaharScience College Neyveli patronised by your Company.

Medical Facilities

Your Company is on the fore front in aligning the vision of protectionpreservation and promotion of health and wellbeing of its workforce with its business planthat support sustainable outcome of the company and drive higher values to theorganization. Your Company's hospital has a sophisticated 350 bed care facility forbenefitting employees contract workmen CISF and their dependents. Further forspecialized treatment facilities are provided at reputed empanelled Hospitals.

During the COVID-19 pandemic your Company's General Hospitalmeticulously followed the advisories and instructions issued by the top management fromtime to time that enabled its 350 bed acute care facility to quickly innovate and adapt indealing with COVID 19 pandemic and fall outs with remarkable success in containing itsspread among the Neyveli community. Your Company's hospital developed new medical careprocesses practices and re-equipped itself with medical arsenals required to gain upperhand over the epidemic and pin it down.

Sports

Your company conducts various sports and cultural activities throughits Sports Development Centre for promoting sports and fitness enhancing quality andlifestyle within the community. Your company sports persons have participated in varioustournaments conducted across the country and won medals that earned honour to the Company.The Neyveli school students have made notable achievements in various State National andInternational level tournaments / competitions and won medals and trophies.

Elders Home

To fulfil the special needs and requirements of the senior citizensyour Company runs ANANDA ILLAM in Neyveli. This elders home provides hospice and home careto the elders and help them to lead a happy and peaceful life with dignity. The employeeslend a helping hand by contributing a fixed amount every month from their salary to runthe home.

Compliance under Persons with DisabilitiesAct 2016

Your Company takes all out efforts to maintain adequate representationof physically challenged persons in its workforce in compliance of provisions under theRights of Persons with Disabilities Act 2016.Your company has put in place acomprehensive policy for Persons with Disabilities (PwDs) for providing certainfacilities in line with the guidelines issued by Department of Personnel and Training(DoP&T). The strength of PwDs as on 31st March 2020 stood at 204.

Some of the other initiatives taken by the Company for the welfare ofthe Physically and mentally challenged persons are as follows:

• Distribution of tricycles wheel chairs hearing aids to thedisabled persons during Independence Day and Republic Day celebrations through a societycalled Neyveli Health Promotion and Social Welfare Society (NHPSWS) patronized by theCompany.

• Imparting education and training to mentally challenged childrenin vocations viz. arts & crafts candle making paper cup/cover making carpentrygardening doormat weaving etc through SNEHA Opportunity Services and School patronizedby the Company. During the COVID-19 pandemic period face masks have been stitched andsupplied by SNEHA Opportunity Services.

Implementation of Official LanguageAct 1963

Your Company has made all concerted efforts to promote the OfficialLanguage implementation Policy in line with the provisions and guidelines prescribed byGovernment of India under the Official Language Act 1963. During the year 2019-20 yourCompany was awarded with "RAJBHASHA FIELD" for the best performance among themember offices of Town Official Language Implementation Committee (TOLIC) / Pondicherryfor successful Implementation of the Official Language.

Women Empowerment

The strength of women employees in your company as on 31st March 2020stood at 958 constituting 7.67% of the Company's Human Resource. A forum called Women inPublic Sector (WIPS) NLCIL chapter was formed in the year 1990 having corporate lifemembership in SCOPE (Standing Conference of Public Enterprises) since 1990. During theyear 2019-20 the WIPS forum of your company had organised various social welfare andawareness programmes for the wellbeing and empowerment of women community.

Safety & Environment

Your Company is taking pioneering efforts in the industrial safety areaalong with the on-going safety related initiatives apart from compliance of statutoryrequirements for enhancing safety standard in all the mines and thermal plants which aregiven below:

• Safety audit of all the Mines is conducted by ISO Team everyyear and Safety audit of Thermal plants is conducted by accredited external agencies oncein two years

• Inspection on a monthly basis by the Central Safety Councilmembers

• Scientific study for slope and bench stability of Neyveli Mines

• Conducting workshops & Training on Safety

• Introduction of Life saving Rules

• Revision of Mines Safety Manual

Your Company practices and promotes the best environment managementplan and is committed to environment friendly mining and power generation. The environmentpolicy of your Company is in line with the Vision and Mission Statement.

During the year 2019-20 mined out land to the extent of 225.74 Ha havebeen reclaimed at Neyveli and Barsingsar Mines. Mass tree plantations have been undertakenin 168.89 Ha in the reclaimed area. Slope stabilisation of the Mines Overburden dumps havebeen undertaken to convert the mine spoil into cultivable soil making it fit forhabitation.

Your company continues to plant extensive trees in and around NeyveliTownship and production Units which helps in maintaining clean environment dustsuppression noise control lowering the atmospheric temperature and maintainingecological balance.

Consequent to the amendment of Environment (Protection) Rules 1986the norms for water consumption and emissions from Power Plants [Particulate Matter (PM2.5 & PM10) Sulphur dioxide (SO2) Oxides of Nitrogen (NOx) & Mercury (Hg)] havebeen made stringent for the existing as well as new Thermal Power Plants. In this regardinstallation of Flue Gas De-sulphurisation (FGD) Systems is in progress.

ISO and OHSAS Certification

TPS I TPS I Expn. & TPS II at Neyveli has been certified withIntegrated Management System (IMS) comprising of Quality Environment OHSAS ManagementSystems. TPS II Expn & Barsingsar Plant are in the process of getting IMS (includingenergy management) Certified.

Risk Management

During the year your Company had re-casted its Risk Management Policy& Framework by factoring the changes in the current business scenario due to inclusionof diversified businesses like Coal & Renewables and new concepts in contractualbusiness like MDOs and SDOs etc. Risk Management is being practiced by your Company in allunits and the possible risks associated with the business are identified and mitigationplans are evolved.

In order to strengthen the Risk Management an Internal Risk ReviewCommittee (below Board level) has been constituted to review the Risks on a quarterlybasis. Besides Risk Prioritization the Roles and responsibilities of all the members havebeen clearly defined. The risks together with the mitigation plans and theirimplementation programs are reviewed by the Risk Management CommitteeAudit Committee andBoard periodically.

Vigilance

The activities undertaken by Vigilance Department is Pro-active &Punitive and other measures to sensitize the employees of the Company. Complaints receivedin the department are dealt based on the "Complaint Handling Policy" and areprocessed through the Complaint Tracking System (CTS) from receipt up to disposal. As apreventive measure Surprise Checks Regular Checks Quality Checks Follow-up Checks andCTE type Examinations are conducted.

Vigilance Awareness Week (VAW 2019) was observed from 28th October to2nd November 2019 on the theme

"Integrity –Away of Life".

As a long term measure Vigilance Department has introduced"Ethical Forum/Integrity Club" in Schools and College around NeyveliTuticorinand at Barsingsar Rajasthan to impart ethical awareness and ethical character educationprogramme to the students. Around 2000 students have enrolled in the EthicalForum/Integrity Club. The objective of the programme is to bring a higher order ofMorality Integrity Honesty and Social Responsibility among budding citizens.

During the year 2019-20 Vigilance Department of the Company received284 complaints in addition to 03 pending complaints of previous year (Totally 287complaints). Out of 287 complaints 270 (94%) have been disposed off. Out of that 270complaints disposed 133 complaints were Anonymous/Pseudonymous 78 complaints have beensent for Administrative Action to the respective Units and investigation was done for 59Nos. of complaints by Vigilance Department and disposed off.

Implementation of Integrity Pact

Your Company is committed to have most ethical business dealing withthe Vendors Bidders and Contractors of goods and services and deal with them in atransparent manner with equity and fairness. To achieve these goals your Company isimplementing the Integrity Pact Programme in co-operation with Central VigilanceCommission (CVC) and renowned International Non-Governmental Organisation TransparencyInternational India (TII). Integrity Pact with the suppliers / contractors for all Tenderswith estimate of Rupees one crore and above are monitored and review meetings ofIndependent External Monitors (IEMs) with senior officials of the Company are held once ina quarter and IEMs meet with vendors and contractors are held once in a year.

MoU with Transparency International

Your Company has signed a Memorandum of Understanding with TransparencyInternational India part of Asia Pacific forum. Structured meetings are held with theIndependent External Monitors (IEMs) wherein procurement and contract related issues andcomplaints thereupon are taken up. During the year 2019-20 one vendor meeting and threereview meetings of the Independent External Monitors were held. Fourth review meetingscheduled in March 2020 could not be held due to Covid-19 Pandemic.

Cyber Security

To mitigate various risks associated with cyber security your Companyhas taken various measures like implementing a comprehensive IT policy undertaking STQCAudit Emergency incident response plans next generation firewall with newer rules forcontrolling website and application usage with advanced technologies deeper inspectioncapabilities thereby establishing better control with redundancy and the way forwardtowards ISO 27000 certification.

Initiatives towards digital India

Your Company as a part of efforts towards Digital India inter-alia hastaken the following initiatives:

1. Marching towards paperless office through E-Office implementationsupported by digitization leveraging electronic signatures redacting confidentialinformation with audit trails.

2. By implementing SAP for the core business your Company is committedto a business transformation with re-defined and streamlined processes and new disciplinesin operational level procedures.

3. Smart Cities Mission has been taken up to promote townships thatprovide core infrastructure with clean and sustainable environment and application of'Smart' Solutions. Artificial ventures in the form of smart pump houses has beeninitiated.

4. Payment gateway is being enabled for total cashless remittance fromall stakeholders.

5. Enhanced security with next generation Firewall with Security EventManagement features are in place.

6. Procurement through Government e-market Place (GeM portal of GoI).

Monitoring Compliance

Your Company has set up a software based Legal Compliance ManagementSystem (LCMS) for effectively monitoring and ensuring compliances of all legal provisionsapplicable to the Company.

Corporate Social Responsibility

Your Company as a socially responsible corporate citizen continues tocarry out developmental works in the surrounding villages right from its inceptionfocusing on the socio economic development of the operating regions for achievinginclusive growth. Your Company had adopted a Corporate Social Responsibility Policycovering the various sectors of sustainable socio-economic development.

Weblink for the Policy: https://www.nlcindia.com/new_website/index.htm.

Focus areas of your Company's CSR are Healthcare EducationSanitation Safe Drinking Water Hunger Poverty and Malnutrition Eradication WomenEmpowerment Gender Equality Environment Sustainability Rural Sports protection ofNational Heritage Arts and Culture Rural Development Water Resource Augmentation. Thefunds utilised for the CSR projects programs and activities selected for implementationare as per the CSR Policy of the Company.

• The CSR Committee of the Board is monitoring the implementationof the CSR Projects. The Board of Directors reviews the same and it is ensured that yourCompany spends in every financial year at least 2% of the average net profits of theCompany for the last three years.

• Timeframes and milestones are fixed through Baseline Surveybefore commencement of the CSR Projects.

• Initiatives of State/ Central Government Departments/ Agenciesare dovetailed/synergized with the CSR Activities of NLCIL.

During the year 2019-20 your Company had spent ` 75.66 crore(including contribution of ` 20 crore to PM CARES Fund) which is more than 2% of theaverage net profits of the Company for the last three years. Details are provided inAnnexure-1

Awards & Recognition

In recognition of its various activities your Company has beenconferred with the following awards during the year 2019-20:

• Platinum awards from GROW CARE INDIA for Environment Management.

• Green India Awards under the following 2 categories:

• Best Sustainable Technology provider of the year 2019

• Best Clean and Green Energy producer of the year 2019

• "National Project ExcellenceAward 2019" for successfulcommissioning of Clean and Green Solar Power Project

• PRSI NationalAwards for outstanding contributions in the fieldof RTI and CSR.

• Mine-I received the prestigious National SafetyAward

• 'Best EnterpriseAward' in the Navratna category instituted bythe Forum of Women in Public Sector (WIPS)

• Apex India CSR ExcellenceAward 2019 in Platinum Category.

• Aqua ExcellenceAward 2019 for CSR

Compliance under the Right to Information Act 2005

Your Company ensures compliance under the Right to Information Act2005. Central Assistant Public Information Officers representing different functionalareas Nodal Officer Central Public Information Officer Appellate Authority andTransparency Officer have been nominated to attend to the queries and appeals receivedunder the RTI act in a time bound manner.

During the year 2019-20 under the above Act 315 applicationscontaining 1502 queries were received and 305 applications covering 1447 queries have beenreplied.

Compliance under Public Procurement Policy

The Government of India has notified a Public Procurement Policy forMicro and Small Enterprises (MSEs) Order 2012. The total procurement made from MSMEsduring the year 2019-20 was ` 154.85 Crore which was 49.68% of total annual procurementof ` 311.71 Crore against target of 25% of total procurement made by your Company. YourCompany has on boarded on Trade Receivable e-Discounting System (TReDS) platform. TradeReceivables Discounting System (TReDS) is the scheme for facilitating the financing oftrade receivables of MSMEs from corporate and other buyers including GovernmentDepartments and Public Sector Undertakings (PSUs) through multiple financiers.

Citizen's Charter

Your Company maintains Citizen's Charter indicating details ofclients customers under different heads different system of redressal of grievance etc.and the same is regularly updated.

Conservation of Energy Technology absorption and Foreign ExchangeEarnings and Outgo

The particulars required under Section 134(3) (m) of the CompaniesAct2013 regarding conservation of energy technology absorption and Foreign exchangeearnings and outgo are furnished inAnnexure-2

Management Discussion &Analysis Report and Report on CorporateGovernance

The Management Discussion & Analysis Report is furnished inAnnexure-3. The report on Corporate Governance on the compliance of Corporate Governanceconditions stipulated by SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 and the DPE guidelines on Corporate Governance is furnished inAnnexure-4

TheAuditors Certificate on the Compliance of above Corporate GovernanceConditions is furnished inAnnexure – 5.

Statutory Disclosures under CompaniesAct2013 and SEBI (LODR)Regulations 2015

Annual Return

In terms of notification no. G.S.R. 538 (E) dated 28thAugust 2020 thecopy of theAnnual Return for the year 2018-19 is available athttps://www.nlcindia.com/investor/AR1.pdf . The Extract of Annual Return for the year2019-20 is also available in the same weblink.

Particulars of Contracts orArrangements with Related Parties

All related party transactions entered during the year 2019-20 were inordinary course of the business and are on an arm's length basis. The disclosure ofrelated party transactions as required under Section 134(3)(h) of the Companies Act 2013in FormAOC 2 is not applicable to your Company. Members may refer to note no. 41 to thefinancial statement which sets out related party disclosures pursuant to IndAS 24.

Declaration by Independent Directors

The Independent Directors have given a declaration on meeting thecriteria of independence as stipulated in Section 149(6) of the Companies Act 2013 SEBI(LODR) and they have registered their names in the Independent Directors' Databank.

Particulars of Employees

As per provisions of Section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 every listed company is required to disclose the ratio of the remuneration of eachdirector to the median employee's remuneration and details of employees receivingremuneration exceeding limits as prescribed from time to time in the Directors' Report.

However as per notification dated 5th June 2015 issued by theMinistry of Corporate Affairs Government Companies are exempted from complying withprovisions of Section 197 of the Companies Act 2013. Therefore such particulars have notbeen included as part of Directors' Report.

Disclosures with respect to Demat suspense account/ unclaimed suspenseaccount in terms of SEBI (Listing Obligations and Disclosure Requirements)Regulations2015.

As on 31st March 2020 there were no shares pending unclaimed in theDemat suspense account/unclaimed suspense account.

Material changes affecting financial position occurring between the enddate of Financial year and the date of the Report.

There are no material changes affecting the financial position of theCompany between the end of the Financial Year and till the signing of financials i.e.23.06.2020.

Sexual harassment of women at workplace

As required under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 suitable mechanisms were put in place in your Companyto address the issues faced by women employees. Aseparate Internal Complaints Committeehas been constituted for looking into the complaints relating to sexual harassment ofwomen at workplace. During the year 2019-20 three complaints were received out of whichone case was resolved and the other two cases are under process of further enquiry.

Auditors

StatutoryAudit

M/s. PKKG Balasubramaniam &Associates CharteredAccountantsChennai and M/s. R Subramanian and Company LLP Chartered Accountants Chennai wereappointed by the Comptroller and Auditor General of India(C&AG) as the Joint StatutoryAuditors for the year 2019-20 under Section 139 of the Companies Act 2013.The Board ofDirectors of your Company has fixed ` 30 lakh plus applicable taxes as the Statutory Auditfees to be shared equally by the Joint StatutoryAuditors.

BranchAudit

M/s. Bhandawat & Co. Chartered Accountants Jaipur has beenappointed as the Branch Auditor for the year 2019-20 by C&AG for conducting the auditof Mine and Thermal Units at Barsingsar. The Board of Directors of the Company has fixed `2.5 lakh plus taxes as the BranchAudit fees for the year 2019-20.

SecretarialAudit

M/s. A.K. Jain &Associates Practicing Company Secretaries Chennaiwas appointed as the SecretarialAuditor for the year 2019-20. The SecretarialAudit reportfor the year 2019-20 and the reply to observations of the SecretarialAuditors arefurnished inAnnexure-6.

CostAudit

M/s. Dhananjay V. Joshi & Associates Pune was appointed as theCost Auditor for the year 2019-20 to conduct cost audit for Mines & Power Stations ofthe Company. The Cost Audit report for the year 2018-19 was filed with Ministry ofCorporateAffairs on 4th October 2019 against the due date of 12th October 2019.

In accordance with the provisions of Section 148(1) of the Act readwith the Companies (Cost Records and Audit) Rules 2014 the Company has maintained costaccounts and records.

C&AG's Comments

Comments of the C&AG on the Financial Statement of NLC India Ltd.for the year ended 31st March 2020 under Section

14 3 6( )(b) of the CompaniesAct 2013 is furnished inAnnexure – 7

Directors' Responsibility Statement as per Section 134(3)(c) of theCompaniesAct2013:

The Board of Directors declares 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 appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give 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 annual accounts on a going concernbasis

(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 ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Board of Directors

Appointment

Details of appointments of Directors on the Board of the Company are asunder: a. Shri Shaji John was appointed as Director (Power) w.e.f. 17.04.2019 b. ShriVinod Kumar Tiwari Additional Secretary Ministry of Coal was appointed as a Part-timeOfficial Director w.e.f. 03.05.2019 c. Shri Dheeraj Kumar Principal Secretary toGovernment of Tamil Nadu Energy Department was appointed as a Part-time OfficialDirector w.e.f. 28.11.2019 d. Dr V. Muralidhar Goud was appointed as an IndependentDirector w.e.f. 17.07.2019 e. Shri N.K. Narayanan Namboothiri was appointed as anIndependent Director w.e.f. 02.08.2019 f. Shri Jaikumar Srinivasan was appointed asDirector(Finance) w.e.f. 05.02.2020 g. Shri A. Karthik Principal Secretary to Governmentof Tamil Nadu Energy Department was appointed as a Part-time Official Director w.e.f.02.03.2020 h. Shri S.K. Prabakar Principal Secretary to Government of Tamil Nadu EnergyDepartment was appointed as a Part-time Official Director w.e.f. 02.07.2020.

Cessation

The following Directors relinquished from the Board of Directors of theCompany: a. Shri Suresh Kumar Part-time Official Director w.e.f. 10.04.2019 b. Shri Md.Nasimuddin Part-time Official Director w.e.f. 26.09.2019 c. Shri Azad Singh ToorIndependent Director w.e.f. 17.11.2019 upon completion of tenure d. Shri K. Madhavan NairIndependent Director w.e.f. 17.11.2019 upon completion of tenure e. Smt NaliniPadmanabhan Independent Director w.e.f. 02.02.2020 upon completion of tenure f. ShriDheeraj Kumar Part-time Official Director w.e.f. 10.02.2020 g. Shri A. Karthik Part-timeOfficial Director w.e.f. 15.06.2020.

Your Directors wish to place on record their whole-hearted appreciationfor the valuable guidance and services rendered by the above Directors during theirtenure as Directors on the Board of the Company.

Further pursuant to Section 152 of the Companies Act 2013 Shri. RVikraman Director will retire by rotation at the ensuingAnnual General Meeting and beingeligible to offer himself for the re-appointment.

Acknowledgement

The Board of Directors of your Company places on record its sincereappreciation for the continued support and guidance extended by the Ministry of CoalMinistry of Power Ministry of New and Renewable Energy Ministry of

Finance Ministry of Environment & Forest and Climate ChangeMinistry of Industry Ministry of Labour Ministry of Heavy Industries NITI Aayog DIPAMDPE Central Electricity Authority Central & State Governments Departments Central& State Electricity Regulatory Commissions Andaman & Nicobar IslandsAdministration State Electricity Boards and beneficiaries of Tamil Nadu Andhra PradeshTelangana Karnataka Kerala Puducherry and Rajasthan and also the Joint VenturePartners viz. Tamil Nadu Generation and Distribution Corporation Limited (TANGEDCO)Uttar Pradesh Rajya Vidyut Utpadan Nigam Limited(UPRVUNL) Coal India Limited MahanadiCoalfields Limited (MCL) and Hindalco.

The Board of Directors of your Company is pleased to acknowledge withgratitude the cooperation and continued support extended by the Governments of Tamil NaduRajasthan Uttar Pradesh Jharkhand and Odisha V.O.C. Port Trust Tuticorin and theDistrict Administrations of Cuddalore Tuticorin Bikaner Andaman & NicobarSambalpur Jharsuguda Kanpur Nagar and Dumka. The support and co-operation extended bythe Comptroller and Auditor General of India Statutory Auditors Branch Auditor CostAuditor Secretarial Auditor Director General of Mines Safety Directorate of IndustrialHealth & Safety Boiler Inspectorates Chief Inspector of Factories the Director ofBoilers Central Pollution Control Board State Pollution Control Board Chief Controllerof Explosives Regional Labour Commissioner Regional Provident Fund Commissioner andother Statutory Authorities the Company's Bankers Financial Institutions and KfW ofGermany need special mention and the Directors acknowledge the same.

Your Directors also wish to place on record their appreciation for thededicated work put forth by the Employees at all levels. The positive role played by therecognized Trade Unions and Associations of the Engineers and Officers in maintainingcordial industrial relations deserves special mention.

Place : Neyveli For and on behalf of the Board of Directors
Rakesh Kumar
Date : 04.09.2020 Chairman-cum-Managing Director

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