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NLC India Ltd.

BSE: 513683 Sector: Infrastructure
NSE: NLCINDIA ISIN Code: INE589A01014
BSE 11:57 | 16 Sep 56.25 0.60
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NSE 11:44 | 16 Sep 56.25 0.65
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OPEN 55.45
PREVIOUS CLOSE 55.65
VOLUME 12617
52-Week high 85.50
52-Week low 49.15
P/E 6.03
Mkt Cap.(Rs cr) 7,800
Buy Price 56.25
Buy Qty 240.00
Sell Price 56.35
Sell Qty 100.00
OPEN 55.45
CLOSE 55.65
VOLUME 12617
52-Week high 85.50
52-Week low 49.15
P/E 6.03
Mkt Cap.(Rs cr) 7,800
Buy Price 56.25
Buy Qty 240.00
Sell Price 56.35
Sell Qty 100.00

NLC India Ltd. (NLCINDIA) - Director Report

Company director report

FOR THE YEAR 2018-19

Dear Members

Your Board of Directors have pleasure to present the 63rd Directors' Report on thebusiness operations of the Company together with the Audited Financial Statements for theyear ended 31st March 2019.

Major Highlights

The major highlights during the year 2018-19 were as follows:

• Achieved the highest ever Consolidated Capex of द 7208.16 crore and StandaloneCapex of द 3670.01 crore.

• Solar Power Projects to the tune of 403.56 MW have been commissioned during theyear.

• Achievement of Thermal Plant Load Factor (PLF) of 71.95 % against the NationalAverage of 61.07%.

• Buy-back of equity shares comprising 9.29% of the paid-up capital at a price ofRs. 88 per share.

• Synchronisation of Unit 1 - 500 MW of Neyveli New Thermal Power Station (NNTPS)in March 2019 the first of its kind for this capacity in Lignite based Thermal plants inIndia.

• Wage revision for Non-executives implemented without third-party interventionfor the first time since inception.

• Power Trading License (Category I) for trading of Power has been granted byCERC.

• Power sold to DISCOMs at a competitive tariff.

Segment-wise Performance

Mines

Your Company is presently operating three open cast lignite Mines at Neyveli in theState of Tamil Nadu and one opencast lignite Mine at Barsingsar in the State of Rajasthan.The total mining capacity of all the mines is 30.60 MTPA. The total overburden (OB)removal of 1708.94 Lakh Cubic Metre (LM3) and Lignite Production of 242.49 Lakh Tonne (LT)has been achieved during the year 2018-19.

Power

Thermal

Your Company is presently operating four Thermal Power Stations at Neyveli Tamil Naduand one Thermal Power Station at Barsingsar Rajasthan with the total capacity of 3140Mega Watt (MW).

Renewable Power

In the renewable energy sector as on date your Company has set up Solar Power Plantsaggregating 743.56 MW and Wind Power Plant of 51 MW in total 794.56 MW.

Power Generation

During the year the total Power Generation (Gross) of 20676.18 Million Units (MU) andPower Export of 17505.30 MU has been achieved in spite of Power surrender of 1891.47 MUwitnessed from State DISCOMs.

The average Plant Load Factor (PLF) of the Thermal Power Plants of the Company as awhole during the year 2018-19 was 71.95% as against the National Average of 61.07%. Eventhough TPS-I crossed 58 years of operation it has achieved a PLF of 64.74%. During theyear 2018-19 DISCOMs had surrendered 1891.47 MU as against 2567.28 MU during 2017-18 butfor this the overall power generation would have been still higher.

One of the 100 MW Units of Thermal Power Station – I (600 MW) was de-commissionedin September 2018.

Productivity

The output per man shift achieved during the year 2018-19 as compared with the previousyear is given below :

Product Unit 2018-19 2017-18
Lignite Tonne 14.11 13.14
Power KWhr 26197 24755

Financial Performance

During the year ended 31st March 2019 the Company had registered a revenue fromoperations of द 7145.92 crore as against द 8496.20 crore during the year 2017-18.TheProfit Before Tax (PBT) and Profit After Tax (PAT) for the year 2018-19 were द 2135.87crore and द 1266.97 crore respectively as against द 2640.67 crore and द 1848.78crore respectively during the previous year ended 31st March 2018.

On a Consolidated basis the total revenue from operations for the year 2018-19 wasRs. 9870.93 crore against द 11288.39 crore in 2017-18. The PBT and PAT for the year2018-19 were द 2561.40 crore and द 1537.35 crore respectively as against Rs.2820.67 crore and द 1956.78 crore respectively in the year 2017-18.

The details of profit earned for the financial year 2018-19 and appropriation of thesame are as follows:

Rs. in crore

Standalone Consolidated
Particulars 2018-19 2017-18 2018-19 2017-18
Revenue from operations 7145.92 8496.20 9870.93 11288.39
Profit Before Tax 2135.87 2640.67 2561.40 2820.67
Tax Provision 868.90 791.89 1024.05 863.89
Profit /(Loss) for the year after tax (PAT) 1266.97 1848.78 1537.35 1956.78
Appropriation
Transfer (to) / from Interest Differential Fund Reserve (8.07) (12.28) (8.07) (12.28)
Transfer (to) / from Bond Redemption Reserve 150.00 (15.00) 150.00 (15.00)
Transfer (to) / from PRMA Reserve Fund (16.83) (10.87) (16.83) (10.87)
Transfer (to) / from Contingency Reserve (10.00) (10.00) (10.00) (10.00)
Transfer (to) / from Capital Redemption Reserve (141.93) - (141.93) -
Buy back Premium (1107.07) - (1107.07) -
Dividend (Interim 2018-19 & Final 2017-18) (669.42) (646.58) (669.42) (648.99)
Tax on Dividend (137.60) (127.67) (137.60) (132.12)

Dividend

During the year 2018-19 the Board of Directors of your Company paid an InterimDividend of 45.30% ( द 4.53 per equity share) amounting to द 628.15 crore and the samehas been treated as the Dividend for the year 2018-19.

Buy-back of shares by the Company

During the year under review the Board of Directors of your Company had accordedapproval for buy-back of shares of the Company up to 141931818 equity shares at द 88per equity share. As per the above decisions 141931818 number of equity shares werebought back which included 112611825 shares offered by the President of India. ThePaid-up share Capital of the Company post buy-back was द 13866366090.

Projects under Construction / Implementation / Formulation

The following Projects are under implementation:

Mining Sector

Description Capacity (MTPA) Project Cost (Rs. in crore) Cumulative Capex as on 31st March 2019 (Rs. in crore) Expected COD / Status
Talabira II & III Coal Blocks in Odisha 20.00 2401.07 466.79 2019-20
Expansion of Mine I & IA Lignite Mines in Neyveli 4.00 709.06 434.45 2020-21
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

Power Sector

Description Capacity (MW) Project Cost (Rs. in crore) Cumulative Capex as on 31st March 2019 (Rs. in crore) Expected COD / Status
Neyveli New Thermal Power Project (NNTPP) in Neyveli 2x500 7080.41 6318.20 2019-20
Bithnok Lignite Thermal Power Project in Rajasthan 1x250 2196.30 173.83
Barsingsar Thermal Power Extn. Project in Rajasthan 1x250 2112.59 158.25 Presently on hold

Renewable Sector

Description Capacity (MW) Project Cost (Rs. in crore) Cumulative Capex as on 31st March 2019 (Rs. in crore) Expected COD / Status
Solar Power Project in Tamilnadu 709 3035.93 1523.70 2019-20
Solar Power Project in Andaman Islands 20 130.77 38.51 2019-20

Subsidiaries /Joint Venture Projects

NLC Tamil Nadu Power Limited (NTPL) - Tuticorin Power Project (1000 MW)

Members may be aware that NTPL the Subsidiary Company is operating a coal basedthermal power plant at Tuticorin in Tamil Nadu consisting of two units of 500 MW capacityeach. During the year 2018-19 the power generation was 5486.63 MU (excluding surrenderof 1449.35 MU) as against 5413 MU in the year 2017-18 with a PLF of 62.63%. Thereduction in generation was mainly attributable to the failure of Generator in Unit 2.

During the year ended 31st March 2019 NTPL in its full year of operation registered arevenue from operations of द 2757.52 crore and the Profit Before Tax & Profit AfterTax for the year 2018-19 were द 425.89 crore and द 270.74 crore respectively.

Neyveli Uttar Pradesh Power Limited (NUPPL) – Ghatampur Thermal Power Project(1980 MW –3x660 MW) linked to Pachwara South Coal Block

As stated in earlier Directors' Report NUPPL the Subsidiary Company is implementingthe 3 x 660 MW Ghatampur coal based Thermal Power Project (GTPP) at Ghatampur TehsilKanpur Nagar District in the State of Uttar Pradesh at a cost of द 17237.80 crore withcommissioning schedule of Unit I in November 2020 followed by other two units at aninterval of 6 months each. The Company had signed a Power Purchase Agreement (PPA) withUttar Pradesh Power Corporation Limited (UPPCL) for availing 75% of the Power from GTPP.Further to the request made UPPCL has agreed to procure the balance 25% of power and thesame is under the process of approval from the Ministry of Power. The Project has achieveda CAPEX of द 3517.82 crore in the year 2018-19. The cumulative expenditure incurredsince inception up to 31st March 2019 is द 5674.03 crore.

Pachwara South Coal Block (11.00 MTPA)

NUPPL the Subsidiary of your Company has been allotted with the Pachwara South CoalBlock in the State of Jharkhand with a capacity of 11.00 MTPAat an estimated cost of Rs.1795 crore.

In order to develop and operate the above Coal Blocks MIPL GCL Infracontract PrivateLimited has been appointed as the Mine Developer & Operator (MDO). Detailedexploration & drilling (10000 Mtr) geographical logging analysis & preparationof geological report are under progress. Bridge Coal Linkage to Ghatampur Thermal PowerProject (GTPP) for 3 years (2020-2023) has been submitted to Ministry of Coal. Thecumulative expenditure incurred up to 31st March 2019 was द 5.94 crore.

MNH Shakti Limited

Mahanadi Coalfields Limited your Company and Hindalco jointly formed MNH ShaktiLimited with equity participation of 70:15:15 to implement 20.0 MTPA Coal Mining projectin Talabira in the state of Odisha. The Talabira II & III Coal Blocks allocated forthis purpose have been cancelled pursuant to judgment of Hon'ble Supreme Court of Indiaand the Coal Mines (Special Provisions) Ordinance 2014. The JV Company has proposed forwinding up and necessary formalities are underway.

Loans Guarantees and Investments

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

Deposits

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

Bonds

During the Financial year 2018-19 8.83% Secured Redeemable Taxable Non-convertibleDebentures of द 10 lakh each aggregating to द 600 crore raised during the year 2009were redeemed on 23rd January 2019 as per the terms of allotment.

Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds of द 10 lakh eachfor a tenure of 10 years at coupon rate of 8.09% p.a.in the nature of debentures throughPrivate placement amounting to द 1475 crore has been issued on 29th May 2019.

Borrowing & Credit Rating

During the year your Company has tied up for an amount of द 6053.75 crore from theBanks for its ongoing projects and operational requirements.

Highest credit ratings (AAA/Stable) have been accredited by top Credit Rating Agenciesfor all of its existing borrowing facilities obtained for various projects by yourCompany.

Commercial

As stated earlier the power surrendered by the DISCOMs/ Beneficiaries during the year2018-19 was1891.47 MU as against 2567.28 MU in the year 2017-18. Power surrender is dueto lesser demand conditions availability of cheaper power in the market etc. Howeveryour Company has sold Un-requisitioned Surplus (URS) power in the market and during theyear under review 980.35 MU of surrendered power were sold through power exchangesthereby fetching a revenue of द 288.45 crore.

Power Dues / Realisation

The outstanding power dues of the Company as on 31st March 2019 was द 5131.32 croreas against द 3644.76 crore for the corresponding period of the year ended 31st March2018. The dues beyond the 60 days' limit as on 31st March 2019 was द 3972.90 crore asagainst द 2161.18 crore for the corresponding period of the previous year ended 31stMarch 2018.

LandAcquisition and Rehabilitation & Re-settlement (R & R) Policy

Your Company takes care of the Project Affected Persons (PAPs) through appropriate R& R Policy measures and the trauma of displacement is thereby minimised. Your Companyfollows the guidelines issued by the Government of India from time to time on R&R forthe on-going projects. Apart from development of Re-settlement Centres (RCs) in theProject vicinity these centres are being provided with good infrastructure facilities. Asa result the eligible project affected families have smoothly re-settled in theseRCs.Apart from the rehabilitation measures legal compensation for loss of assets asdirected 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 .

New LandAcquisitionAct

The "Right to Fair Compensation and Transparency in Land AcquisitionRehabilitation and Resettlement Act – 2013" (RFCTLARR) is applicable since01.01.2014. However the Govt. of Tamilnadu had passed an amendment act – "Rightto Fair Compensation and Transparency in Land Acquisition Rehabilitation and Resettlement(Tamil Nadu Amendment)Act – 2014 to exclude the TamilnaduAcquisition of Land forIndustrial purposesAct 1997 (TamilNaduAct No.10/99)" from other provisions of theCentral Act except the provisions relating to the determination of the compensation andrehabilitation & resettlement and land acquisition for NLCIL is continued under"Tamil Nadu Acquisition of Land for Industrial purposesAct 1997 (TamilnaduActNo.10/99)."

Subsequently a G.O. dated 21.02.2018 has been issued by Industries Department of GoTNfor determination of land compensation as per the RFCTLARR Act 30/2013 by adopting theprovisions of Land compensation as per Schedule 1 for the lands being acquired under theabove State GovernmentAct.

Research and Development (R & D)

Centre for Applied Research & Development (CARD) is the in-house R&D Centre ofthe Company and has been recognised by the Department of Science & Technology. CARD iscarrying out various activities relating to environmental measures like monitoring of airwater and soil dump. CARD renders analytical services to production / service units of theCompany with its well-established analytical facilities. CARD has been granted NABLaccreditation by National Accreditation Board for Testing and Calibration Laboratories(NABL) based on the International Standard ISO/IEC 17025:2005.

The total R&D expenditure incurred during the year 2018-19 was द 16.79 crore.

Human Resource

Your Company takes pride in its competent and highly motivated human resourcessignificantly contributing to the growth and Mission of the Company. Human resource is thebackbone of the Company in driving operational and financial performance. The Humanresource philosophy of your Company is to create a holistic work environment whereemployees get opportunities to realise and enhance their potential. The thrust onachieving higher growth and optimal utilisation of manpower continued in the year underreview. The total manpower of the Company as on 31st March 2019 stood at 13464. Duringthe year 2018-19 the major HR related activities were as under:

• As per revised DPE Guidelines on professionalizations of below Board LevelManagement and action plan was chalked out.

• Voluntary Retirement Scheme was rolled out in which 78 Executives and 67Non-Executives opted and benefitted.

• On-boarding Policy for new hires was revamped to groom inductees to take upgreater responsibilities.

Skill Development

Your Company fosters the culture of continuous learning and development to strengthenthe potential & competency of its employees. Learning & Development Centre(L&DC) continuously strives to gleam the in-house talents and espouse latesttechnological breed for the betterment of your Company's business progression. During theyear 770 in-house programmes covering 32803 participants were organised. Total trainingman-days for executives was 31940 days averaging 8.01 training man-days fornon-unionised supervisors 1836.5 training man-days averaging 5.27 man-days and fornon-executives was 25292 training man-days averaging 4.37 man-days per person.

In addition to above Apprentices were also given Training as per Statutory Guidelinesof the Regional Director of Apprenticeship Training Chennai (RDAT) and the Board ofApprenticeship Training (BOAT) of Southern Region Chennai. During the year 2018-19 1318candidates were imparted trainings in various disciplines.

Industry Institution Interaction Programme

As part of the MoU entered into with Annamalai University L&DC is serving as nodalcentre and facilitating the infrastructure facility and faculty service for conducting theprogramme and around 46 Executives are pursuing the course.

During the year Vocational Project Training was given to 352 Mining & 89 Geologystudents from various parts of India. Internship Training was offered to 441 students ofvarious disciplines of UG and 167 students of various disciplines of PG courses.

Knowledge Management Initiatives

Your Company is ranked in the top 8 contributors among 174 participating CPSEs in Indiain terms of users uploaded case studies and documents in SAMANWAY Portal.

Industrial Relations

Your Company continued its faith in participative management and has a regular systemof holding bipartite structured meetings with the Recognised Unions (collective bargainingagents) / Associations for addressing the common issues of the employees.

During the year Memorandum of Understanding (MoU) was reached between the Company andRecognised Trade Unions for Wage Revision w.e.f 01.01.2017. The above MoU was reachedBi-partite without any third party intervention. Further the periodicity for thesettlement is for 10 years as against 5 years as in the past. For the first time theindividual and also the Unit performance have been incorporated in the Unified IncentiveScheme evolved replacing four different Incentive Schemes.

The above settlements were achieved without any strike/agitation which is for the firsttime in the history of the Company.

The industrial relations remained peaceful and cordial during the year 2018-19.

Reservation of Posts

Your Company follows the reservation policy for SCs STs and OBCs as per thepresidential directives and Government of India Guidelines. The group-wise Men-in-position(MIP) as on 31st March 2019 stands as follows:

Strength of SC/ST/OBC

% of SC/ST/OBC
Group Total Strength SC ST OBC SC ST OBC
A 3682 777 297 470* 21.10 8.07 12.76*
B 304 58 26 79 19.08 8.55 25.99
C 8661 1660 87 2715 19.17 1.00 31.35
D 817 176 2 448 21.54 0.24 54.83
Total 13464 2671 412 3712 19.84 3.06 27.57

*strength of OBCs on rolls after reservation for OBCs came in to effect (i.e08-09-1993).However more than adequate strength of BCs were recruited prior to reservationfor OBCs came into effect.

EducationalAssistance and Tuition Fee Concession

Your Company implements Educational Assistance schemes to the wards of General SC/STOBC category employees and Contract Workmen for pursuing under graduate Degree / Diploma/Professional courses till course duration subject to a maximum of five years. UnderContract Workmen Educational Assistance Scheme scholarships are earmarked exclusively forgirl children. Besides a separate CashAward Scheme and a Scholarship Scheme under CSRwere also provided for the benefit of Girl Children studying in the peripheral districtsof Barsingsar Project Rajasthan.

Your Company also reimburses the tuition fees for students belonging to SC/ST/OBCcategory studying in Jawahar Science College Neyveli every year.

Compliance under Persons with DisabilitiesAct 2016

Your Company ensures compliance of provisions under the Rights of Persons withDisabilities Act 2016. A comprehensive policy for Persons with Disabilities (PwDs) as perthe guidelines issued by DoPT for providing certain facilities / amenities to PwDs is inplace. The strength of PwDs as on 31st March 2019 stood at 208.

Various Social welfare measures for the upliftment of the Physically Challenged andmentally challenged persons are implemented through Neyveli Health Promotion and SocialWelfare Society (NHPSWS) and "SNEHA" Opportunity Services patronised by yourCompany.

Neyveli Health Promotion and Social Welfare Society (NHPSWS)

Running a school "SHARAVANEE" exclusively for the Hearing Impaired childrenretail outlets /provision shops "VAIGAI" and Rehabilitation Centre (RHC) forcane weaving knitting of wire chairs repair works of chair seats office files &book binding works by engaging disabled persons. Through the society Tricycles Wheelchairs hearing aids etc. are distributed at free of cost to the disabled persons duringIndependence Day and Republic Day celebrations.

SNEHAOpportunity Services and School

SNEHA school provides comprehensive rehabilitation services with holistic approach tohelp children with intellectual disabilities to achieve social mental psychologicalemotional developments by maximizing their potential. SNEHA achieves the above goalthrough multi-disciplinary therapeutic intervention involving special educators speechtherapist physiotherapist Yoga therapist Music Therapist Vocational instructors andmedical professionals.At present 71 children are on roll out of which 53 are from thesurrounding villages.

Implementation of Official LanguageAct 1963

In line with the Policy of Government of India and the Provisions prescribed under theOfficial Language Act 1963 your Company has made concerted efforts to promote theOfficial Language and implementation of the Policy. Your Company was awarded 1st Prize in"RAJBHASHA FIELD" for the best performance of the Official LanguageImplementation among the member offices of Town Official Language Implementation Committee(TOLIC)/ Pondicherry for the year 2018-19.

Schools

Your Company is presently running 10 Schools catering to the student strength of 5114nos. More than 95% 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.

Apart from the above there are 27 schools functioning in Neyveli having studentstrength of around 23200. Special coaching is given in one of the schools run by JawaharEducation Society (patronised by your Company) to the students appearing for NEET and IITJEE Examinations.Agood number of students studying in this school are getting admission inIITs/NITs and Medical Colleges every year and 18 students got admission in the medicalcolleges and 21 students in IITs/NITs/BITS in the year 2018.

Sports Development Centre

Sports Development Centre (SDC) has been promoting sports activities among the NeyveliSchool students youth and NLC employees. SDC train Neyveli School students in variousdisciplines and the students have been sponsored to participate in many tournaments. Thishas resulted in the form of notable achievements at State National and even atInternational level and won various medals/trophies.

Care for Elders

To enhance the recognition of the dignity of the elders and to eliminate all forms ofneglect abuse and violence and to provide a healthy secured and recreationalenvironment an elders home in the name ofANANDAILLAM is run by your Company in Neyveliwhich can accommodate around 150 elders. The present strength is 47. The employees of yourCompany also contribute a fixed amount every month from their salaries for running thehome.

Health Care

Your Company is on the fore front in aligning the vision of protection preservationand promotion of health and wellbeing of its workforce with its business plan that supportsustainable outcome of the Company and drive higher values to the organization. YourCompany's hospital has a 350 bed secondary level acute care facility for benefittingemployees contract workmen CISF and their dependents. Availability of quality medicalcare at secondary level enhances their accessibility to health facility and utilisation ofmedical services that contribute to achieving sustainable results in Human DevelopmentIndices among workforce and their family members in terms of quality of life andlongevity. In addition your Company's Hospital meets out super specialty care services incardiology neurology nephrology oncology endocrinology urology haematologyimmunology and gastroenterology etc. through empanelling private players on competitivepricing.

Your Company's Hospital implements Revised National Tuberculosis Control ProgrammeUniversal Immunization Programme National Aids Control Programme and National LeprosyEradication Programme by providing clinical support and infrastructure facilities forefficient delivery of these services which determine health outcome of rural population inneighbouring villages with positive results.

Your Company's Hospital also runs Pradhan Mantri Bharatiya JanAushadhi Store a Fairprice shop within the premises of Hospital.

Forum of Women in Public Sector (WIPS)

WIPS NLCIL chapter was formed in the year 1990 and is a Corporate Life member in SCOPEsince 1990.The strength of women employees in your Company as on 31st March 2019 stood at1004 constituting 7.46% of Company's human resource. Various programmes / projectsundertaken by WIPS during the year 2018-19 were:

• Health awareness programme

• Programme for adolescent girl children

• Swachh Pakhwada programme

Safety

Your Company is taking pioneering efforts in the industrial safety area. Central SafetyWing conducts Risk Assessment and Safety Audit for Thermal Power Stations & Minesperiodically by engaging accredited external agencies. The recommendations submitted bythe said agencies are being implemented with a focus to achieve 'Zero' harm at Unit Level.

Safety related trainings like Basic Refresher on-the-job Job related briefing etc.are being imparted to all sections of employees in well-designed training centres likeGroup Vocational Training Centre in Mines Power Station Training Centre and Learning& Development Centre. On this extensive training of various kinds there is aconsiderable increase in the level of safety awareness among the employees and contractworkers.

Environmental Management & Sustainable Development Projects

Your Company practices and promotes the best environment management plan and iscommitted to environment friendly mining and power generation. The environment policy ofyour Company is in line with the Vision and Mission Statement and three Thermal PowerStations in Neyveli Tami Nadu one Thermal Power Station in Barsingsar Rajasthan threeLignite Mines in Neyveli Tami Nadu and one lignite Mine at Barsingsar Rajasthan havebeen certified with ISO 14001:2004 (Environmental Management System) ISO 9001:2008(Quality Management System) and OHSAS18001:2007 (Occupational Health and Safety ManagementSystem) certifications.

During the year 2018-19 mined out land to the extent of 155.99 Ha have been reclaimedat Neyveli and Barsingsar Mines. Orchards and herbal cultivation have been undertaken in118.41 Ha in the reclaimed area. Slope stabilisation of the Mines Overburden dumps hasbeen undertaken with a view to convert the mine spoil into cultivable soil making fit forhabitation.

In order to maintain the green belt your Company continues to plant extensive trees inand around Neyveli Township and production Units which helps in maintaining cleanenvironment dust suppression noise control lowering the atmospheric temperature andmaintaining ecological balance.

Consequent to the amendment of Environment (Protection) Rules 1986 the norms forwater consumption and emissions from Power Plants [Particulate Matter(PM 2.5 & PM10)Sulphur dioxide (SO ) Oxides of Nitrogen (NOx) & Mercury (Hg)] have been madestringent for the existing as well as new Thermal Power Plants. In this regard tender forinstallation of Flue Gas De-sulphurisation (FGD) Systems is in progress.

Risk Management

Your Company has developed a comprehensive Integrated Risk Management (IRM) framework.Risk Management is being practised by your Company in all units and the possible risksassociated with the business are identified and mitigation plans are evolved. The riskstogether with the mitigation plans and their implementation programmes are reviewed by theRisk Management Committee Audit Committee and Board periodically.

Vigilance

The activities undertaken by the Vigilance Department are pro-active preventive &punitive and other measures to sensitize the employees of the Company. Complaints receivedin the department are dealt as per the "Complaint Handling Policy" and areprocessed using the Complaint Tracking System (CTS) from receipt upto disposal. As apreventive measure Surprise Checks Regular Checks Quality Checks Follow-up Checks andCTE type examinations are conducted. Integrity Pact with the suppliers / contractors forall Tenders with estimate of द 1 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.

As a long term measure Vigilance Department has introduced "Ethical Forum/Integrity Club" in Schools and Colleges around Neyveli Tuticorin and at BarsingsarRajasthan to impact ethical awareness and ethical character education programme to theSchool students. Around 2800 students have enrolled in the Ethical Forum/ Integrity Club.The objective of the programme is to bring a higher order of Morality Integrity Honestyand Social Responsibility among young citizens.

During the year 2018-19 Vigilance Department received 305 complaints in addition to 10pending complaints of previous year (totally 315 complaints). Out of 315 complaints 312(99%) have been disposed of. Out of that 312 complaints disposed 195 complaints wereAnonymous/Pseudonymous 60 complaints have been sent for administrative action to therespective units and investigation was done for 57 complaints by Vigilance Department anddisposed off.

MoU with Transparency International

Your Company has signed a Memorandum of Understanding with Transparency InternationalIndia part of Asia Pacific forum. Structured meetings are held with the IndependentExternal Monitors (IEMs) wherein procurement related issues and complaints thereupon aretaken up. During the year 2018-19 one Vendor meeting and two review meetings of theIndependent External Monitors were held.

Corporate Social Responsibility

Your Company as a socially responsible corporate citizen continues to carry outdevelopmental works in the surrounding villages right from its inception focusing on thesocio-economic development of the operating regions for achieving inclusive growth.

• In the Year 2018-19 Your Company had adopted a Corporate Social ResponsibilityPolicy covering the various sectors of sustainable socio-economic development. The Policyis available in the Company's Website https://www.nlcindia.com/new_website/index.htm

• Your Company outlays funds for the CSR projects programs and activitiesselected for implementation under the CSR Policy.

• The CSR Committee of the Board is monitoring the implementation of the CSRProjects. The Board of Directors reviews the same and it is ensured that your Companyspends in every financial year at least 2% of the average net profits of the Company forthe last three years.

• Timeframes and milestones are fixed through Baseline Survey before commencementof the CSR Projects.

• Initiatives of State/ Central Government Departments/ Agencies aredovetailed/synergized with the CSR Activities of your Company.

The CSR projects taken up by your Company for the year 2018-19 amounts to द 49.46crore which is more than 2% of the average net profits of the Company for the last threeyears as detailed inAnnexure-1

Awards & Recognition

In recognition of its various activities your Company has been conferred with thefollowing awards during the year 2018-19:

• Prestigious "Brands of the Decade" award in recognition of its Visionand Mission in accordance with an exigent business model for massive expansion projectsspreading across India.

• Apex India CSR Excellence Award for its outstanding achievement in CorporateSocial Responsibility at the Apex India ExcellenceAwards 2017 presentation.

• Adjudged as the fastest growing Public Sector Enterprise (Navratna Category) bythe Hindustan times group based on a study/survey by Price Waterhouse Cooper under theNavratna Category.

• Bagged the prestigious Dun & Bradstreet PSU Award 2018 in the Best GrowthPerformance – Power Generation category.

• Bagged the most prestigious NIPM Award for Best HR Practices in category AOrganisations NIPM Best IR Strategist Award and Best Development Programme in PSU forMiddle Management at World HRD Congress Mumbai.

• Neyveli Second Thermal Power Station conferred with the coveted CBIP Award 2019at the Central Board of Irrigation & Power (CBIP) Day Celebration for best performingUtility in Thermal Power Sector.

• Platinum and Gold awards from GROW CARE INDIA & EKDKN supported byMoEF&CC Government of India for Eco-care activities of Environment Management andSustainability.

• Mine I was chosen for the National Safety Award for the longest accident freeperiod and outstanding safety performance.

• Mine I was awarded "Annual GREENTECH Safety Award – 2018 (Gold)"in Mining sector for outstanding performance in Safety Management and Occupational HealthServices.

• Barsingsar Lignite Mine won first prize in overall safety performance in theNorth Zone Bhilwara.

• Best EnterpriseAward 2019 instituted by National WIPS Forum.

• Best Development Progamme in PSUs for Middle Management and BestApprenticesDevelopment Programme.

Compliance under the Right to InformationAct 2005

Your Company ensures compliance under the Right to Information Act 2005. CentralAssistant Public Information Officers representing different functional areas NodalOfficer Central Public Information Officer Appellate Authority and Transparency Officerhave been nominated to attend to the queries and appeals received under the RTI act in atime bound manner.

During the year 2018-19 under the above Act 376 applications containing 1515 querieswere received and 359 applications covering 1433 queries have been replied.

Compliance under Public Procurement Policy

The Ministry of Micro Small and Medium Enterprises (MSMEs) has notified the PublicProcurement Policy and in terms of the notification issued has set an annual target of 20%for procurement from MSMEs for the three years beginning from the financial year 2012-13.After a period of three years i.e. from 1st April 2015 overall procurement goal ofminimum 20% is made mandatory. The target set for the financial year 2017-18 forprocurement of such items which are within the scope of MSMEs was 20% and subsequently thesame was amended as 25% as per Govt. gazette notification dated 09.11.2018. As against theabove the achievement made for the year 2018-19 was 28.24%.

Citizen's Charter

Your Company maintains Citizen's Charter indicating details of clients customersunder different heads different system of redressal of grievance etc. and the same isregularly updated.

Conservation of Energy Technology absorption and Foreign Exchange Earnings and Outgo

The particulars required under Section 134(3) (m) of the Companies Act2013 regardingconservation of energy technology absorption and Foreign exchange earnings and outgo arefurnished inAnnexure-2.

Management Discussion &Analysis Report and Report on Corporate Governance

The Management Discussion & Analysis Report is furnished in Annexure-3. The reporton Corporate Governance on the compliance of Corporate Governance conditions stipulated bySEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 and the DPEguidelines on Corporate Governance is furnished inAnnexure-4.

The Auditors' Certificate on the Compliance of above Corporate Governance Conditions isfurnished inAnnexure – 5.

Statutory Disclosures under Companies Act 2013 and SEBI (LODR) Regulations 2015

Extract of Annual Return

The extract of Annual Return in terms of Section 134(3) read with 92(3) of theCompanies Act2013 is placed in Annexure- 6.

Particulars of Contracts or Arrangements with Related Parties

All related party transactions entered during the year 2018-19 were in ordinary courseof the business and are on an arm's length basis. The disclosure of related partytransactions as required under Section 134(3)(h) of the Companies Act 2013 in FormAOC 2is not applicable to your Company. Members may refer to note no. 42 to the financialstatement which sets out related party disclosures pursuant to INDAS-24.

Declaration by Independent Directors

The Independent Directors have given a declaration on meeting the criteria ofindependence as stipulated in Section 149(6) of the CompaniesAct 2013.

Particulars of Employees

Particulars of Employees as required under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules2014-Nil.

Disclosures with respect to demat suspense account/unclaimed suspense account in termsof SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

During the year 200 shares lying unclaimed in the demat suspense account / unclaimedsuspense account was claimed by the Claimant. As on 31st March 2019 there were no sharespending unclaimed in the demat suspense account/unclaimed suspense account.

Material changes affecting financial position occurring between the end date ofFinancial year and the date of the Report.

There are no Material Changes affecting the financial position of the Company betweenthe end of the Financial Year and till the signing of financials i.e. 30.05.2019.

Sexual harassment of women at workplace

A separate Committee has been constituted for looking into the complaints relating tosexual harassment of women at workplace. During the year 2018-19 no complaint wasreceived in this regard.

Auditors

Statutory Audit

M/s.Chandran & Raman Chartered Accountants Chennai and M/s.P.K.K.G.Balasubramaniam & Associates Chartered Accountants Tiruvannamalai were appointed bythe Comptroller and Auditor General of India (C&AG) as the

Joint Statutory Auditors for the year 2018-19 under Section 139 of the CompaniesAct2013.The Board of Directors of your Company has fixed द 30 lakh plus applicabletaxes as the Statutory Audit fees to be shared equally by the Joint Statutory Auditors.

Branch Audit

M/s.Bhandawat & Co. Chartered Accountants Jaipur has been appointed as the BranchAuditor for the year 2018-19 by C&AG for conducting the Audit of Mine and ThermalUnits at Barsingsar. The Board of Directors of the Company has fixed द 2.5 lakh plustaxes as the Branch Audit fees for the year 2018-19.

Secretarial Audit

M/s.A.K. Jain & Associates Practicing Company Secretaries Chennai was appointedas the Secretarial Auditor for the year 2018-19.The Secretarial Audit report for the year2018-19 and the reply to observations of the Secretarial Auditors are furnishedinAnnexure-7.

Cost Audit

M/s.Bandyopadhyaya Bhaumik & Co Kolkata was appointed as the Cost Auditor for theyear 2018-19 to conduct cost Audit for Mines & Power Stations of the Company. The costAudit report for the year 2017-18 was filed with Ministry of CorporateAffairs on 10thOctober 2018 against the due date of 19th October 2018.

C&AG's Comments

C&AG's Comments on the accounts for the year ended 31st March 2019 is furnishedinAnnexure - 8.

Directors' Responsibility Statement as per Section 134(3)(c) of the CompaniesAct 2013

The Board of Directors declares that:

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

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

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

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

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

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

Board of Directors

Appointment

Shri. Rakesh Kumar Director (Finance) & Chief Financial Officer was appointed asthe Chairman-cum-Managing Director w.e.f. 28.09.2018. Presently Shri Rakesh Kumar alsoholds Additional Charge of Director (Finance) & Chief Financial Officer of theCompany.

The following were appointed as the Directors on the Board of the Company:

a. Shri. Nadella Naga Maheswar Rao Director (Projects and Planning) w.e.f. 29.06.2018.

b. Shri. Md.Nasimuddin Principal Secretary to Government of Tamilnadu EnergyDepartment Part-time Official Director w.e.f. 24.09.2018.

c. Shri. K.Madhavan Nair and Shri.Azad Singh Toor Independent Directors w.e.f.17.11.2018

d. Shri. Prabhakar Chowki Director (Mines) w.e.f. 28.11.2018.

e. Dr. P. Vishnu Dev Independent Director w.e.f. 19.12.2018.

f. Shri. Shaji John Director (Power) w.e.f. 17.04.2019.

g. Shri. Vinod Kumar TiwariAdditional Secretary Ministry of Coal Part-time OfficialDirector w.e.f. 03.05.2019.

Cessation

Shri. Sarat KumarAcharya relinquished the charge as Chairman and Managing Directorw.e.f. 31.07.2018. The following Directors relinquished from the Board of Directors of theCompany :

a. Shri. P.Selvakumar Director (Planning & Projects) on 31.05.2018.

b. Shri. Subir Das Director (Mines) on 30.06.2018.

c. Shri. Vikram Kapur Part-time Official Director on 27.08.2018.

d. Smt. MonikaArora Independent Director w.e.f. 30.08.2018.

e. Shri. Chandra Prakash Singh Independent Director w.e.f. 17.11.2018.

f. Shri. V.Thangapandian Director (Power) on 31.03.2019.

g. Shri. Suresh Kumar Part-time Official Director w.e.f. 10.04.2019.

Your Directors wish to place on record their whole-hearted appreciation for thevaluable guidance and services rendered by the above Directors during their tenure asDirectors on the Board of the Company.

Further pursuant to Section 152 of the Companies Act 2013 Shri.Nadella Naga MaheswarRao Director will retire by rotation at theAnnual General Meeting and being eligibleoffer himself for re-appointment.

Acknowledgement

The Board of Directors of your Company places on record its sincere appreciation forthe continued support and guidance extended by the Ministry of Coal Ministry of PowerMinistry of New and Renewable Energy Ministry of Finance Ministry of Environment &Forest Ministry of Industry Ministry of Labour Ministry of Heavy Industries NITIAayog DIPAM DPE Central Electricity Authority Central & State GovernmentsDepartments Central & State Electricity Regulatory Commissions Andaman & NicobarIslands Administration State Electricity Boards and beneficiaries of Tamil Nadu AndhraPradesh Telangana 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) Mahanadi CoalfieldsLimited(MCL) and Hindalco.

The Board of Directors of your Company is pleased to acknowledge with gratitude theco-operation and continued support extended by the Governments of Tamil Nadu RajasthanUttar Pradesh Jharkhand and Odisha V.O.C.Port Trust Tuticorin and the DistrictAdministrations of Cuddalore Bikaner Tuticorin Sambalpur Kanpur Nagar and Dumka. Thesupport and co-operation extended by the Comptroller and Auditor General of IndiaStatutoryAuthorities Statutory Auditors Branch Auditor Cost Auditor SecretarialAuditor Director General of Mines Safety Directorate of Industrial Health & SafetyBoiler Inspectorates Chief Inspector of Factories the Director of Boilers CentralPollution Control Board State Pollution Control Board Chief Controller of ExplosivesRegional Labour Commissioner Regional Provident Fund Commissioner the Company's BankersFinancial Institutions and KfW of Germany need special mention and the Directorsacknowledge the same.

Your Directors also wish to place on record their appreciation for the dedicated workput forth by the Employees at all levels. The positive role played by the recognised TradeUnions and Associations of the Engineers and Officers in maintaining cordial industrialrelations deserves special mention.

For and on behalf of the Board of Directors
Place : Neyveli Rakesh Kumar
Date : 02.07.2019 Chairman-cum-Managing Director