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SJVN Ltd.

BSE: 533206 Sector: Infrastructure
NSE: SJVN ISIN Code: INE002L01015
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VOLUME 1480007
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OPEN 33.00
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VOLUME 1480007
52-Week high 33.80
52-Week low 21.25
P/E 6.58
Mkt Cap.(Rs cr) 12,222
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

SJVN Ltd. (SJVN) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Thirty Second Directors' Report of theCompany for the year ended March 31 2020 along with the Audited Statement of AccountsReport of Auditors and Comments of the Comptroller and Auditor General of India.

The following financial highlights for the year ending 31 March 2020 brieflyencapsulate the performance of your company: -

1. FINANCIAL HIGHLIGHTS

(Rs. in Crore)

PARTICULARS STANDALONE CONSOLIDATED
2019-20 2018-19 2019-20 2018-19
REVENUE
Revenue from Operations 2701.52 2646.38 2696.71 2644.46
Other Income 387.63 262.61 400.71 263.48
Total Revenue 3089.15 2908.99 3097.42 2907.94
EXPENSES
Employees' Benefits Expense 307.68 315.81 308.41 316.41
Finance Cost 268.07 235.33 268.07 235.33
Depreciation and Amortization Expenses 384.09 390.26 384.09 390.26
Other Expenses 362.89 305.28 363.87 305.34
Total Expenses 1322.73 1246.68 1324.44 1247.34
Profit before exceptional items net movement in regulatory deferral account balance and tax 1766.42 1662.31 1772.98 1660.60
Exceptional items - 57.08 - 57.08
Profit before net movement in regulatory deferral account balance and tax 1766.42 1605.23 1772.98 1603.52
Net movement in regulatory deferral account balance 192.94 187.31 192.94 187.31
Profit before share of net profit of joint ventures accounted for using equity method and tax 1959.36 1792.54 1965.92 1790.83
Share in Profit of JVs & Associates - - 5.57 3.96
Profit before tax 1959.36 1792.54 1971.49 1794.79
Tax Expenses:
- Current Tax 303.00 345.64 305.75 345.64
- Tax expense pertaining to earlier years 171.92 - 171.98 -
- Tax expense pertaining to regulatory deferral account balance 33.71 40.36 33.71 40.36
- Deferred Tax (201.16) 42.25 (201.16) 42.25
Profit for the Year 1651.89 1364.29 1661.21 1366.54
Other comprehensive Income/ (Expense) (Net off tax expense) (18.02) (14.82) (18.02) (14.82)
Total Comprehensive Income for the year 1633.87 1349.47 1643.19 1351.72

2. GENERATION

Gross Energy Generation from various operational plants of the Company during FY2019-20 is as under: -

(Million Units (MU)

Plant 2019-20 2018-19
NJHPS 7445.431 6507.125
RHPS 2098.031 1828.762
KWPS 55.042 62.053
CSPS 6.581 7.397
SWPP 73.069 29.690
Total 9678.154 8435.027

3. REVENUE AND PROFITS

The standalone revenue from operation increased by Rs.55.14 crore to Rs.2701.52 croreduring the financial year 2019-20 compared to Rs.2646.38 crore during the previous year.The standalone Profit After Tax (PAT) increased by Rs.287.60 crore to Rs.1651.89 croreagainst Rs.1364.29 crore for the previous year.

The subsidiary and Joint Venture companies are under Survey & Investigation /Construction except CPTC which is in operation. Consolidated accounts with the subsidiary& joint venture companies has resulted in increase in profit of consolidated group byRs.9.32 crore PY Rs.2.27 crore mainly due to inclusion of proportionate share of profitof CPTC.

4. TRANSFER TO RESERVES

During the year no amount was transferred to Reserves of the Company.

5. DIVIDEND

During the year an interim dividend of Rs.1.70 per share has been paid in the month ofFebruary 2020. In addition your Board has recommended a final dividend of Rs.0.50/- Paisaper Share. Thus subject to your approval a total dividend of Rs.2.20 per share(Rs.864.55crore) is proposed to be paid for FY 2019-20 against Rs.2.15 per share(Rs.844.91crore) paid during the previous year.

6. PROJECTS UNDER CONSTRUCTION

i) Arun-3 HEP (900 MW):

Arun-3 Hydro Electric project (900 MW) is located on Arun River in SankhuwasabhaDistrict of Eastern Nepal. The project is a run of the river scheme with 4 hours peakingand will generate 3924 MU energy annually. SJVN bagged the project through InternationalCompetitive Bidding. Memorandum of Understanding for the execution of this Project wassigned with Government of Nepal on 02.03.2008. The project has been allotted to SJVN onBOOT basis to be operated by SJVN for 25 years after construction and thereafter transferback to the Government of Nepal. SJVN Arun-3 Power Development Company Pvt. Ltd (SAPDC)was registered on 25.04.2013 under Nepalese Companies Act 2063 with an aim to planpromote organize and execute the project.

Techno-Economic Approval for the project was accorded by CEA Government of India (GoI)on 09.06.2014. Project Development Agreement (PDA) was signed with Investment Board ofNepal (IBN) GoN on 25.11.2014. As per PDA project is scheduled to be completed in 5years reckoned from financial closure. Financial Closure has been achieved on 06.02.2020for Rs.6333 Cr. through consortium of five Indian and two Nepalese banks.

Environment Impact Assessment report of the project was approved by Ministry ofScience Technology & Environment GoN on 12.08.2015. Private land required for theproject has been registered in the name of SAPDC. Lease agreement for diversion of 96.97ha forest land was signed on 23.08.2017 and for balance 26.25 ha. land lease agreementwas signed on 06.02.2018.

Government of India has accorded investment approval for generation component of theproject at an estimated cost of Rs.5723.72 Cr. at May 2015 price level. Government ofNepal has issued generation license and transmission license on 04.05.2018 and 12.02.2019respectively.

Hon'ble Prime Ministers of India and Nepal jointly laid the foundation stone of thisproject on 11 May 2018. Main works are divided into four packages namely-Dam works and3.1 Km HRT (C-1 Package); 8.76 km HRT Surge Shaft Power House TRT (C-2 Package); HydroMechanical works (C-3 Package); and Electro Mechanical works (C-4 Package).

Civil Package-1 consisting of Dam area civil works plus 3.1 km Head Race Tunnel (HRT)was awarded to M/s Jaiprakash Associates Limited on 22.09.2017. Work is in progress at allfronts. Heading excavation of diversion tunnel has been completed and benching and overtlining is under progress. HRT excavation under this package is also in progress and 1.67km out of 3.1 km has been completed. Dam abutment stripping at left and right bank is inprogress and 42% has been completed. Work of intake tunnel excavation has also been takenup.

Civil package-2 consisting of Power House civil works plus 8.6 km HRT was awarded on19.03.2018 to M/s Patel Engineering Limited and contract agreement signed on 29.03.2018.Work at all fronts is under progress. Excavation of HRT is under progress and 1.54 km outof 8.6 km heading excavation was completed. After completion of central gullets of powerhouse and transformer hall benching excavation at both fronts is under progress. MAT topower house Tail Race Tunnel and collection gallery is being excavated. Surfaceexcavation of surge shaft has been completed and drilling for pilot hole is in progress.

HM Package and EM Package were awarded on 11.04.2018 and 30.04.2018 respectively.Approval of design and drawings accorded fabrication of site store and procurement /fabrication of different components are under progress.

Construction power: The work of 33 kV DC transmission line for constructionpower from Tirtire sub-station to powerhouse site and dam site is in progress.

Power Evacuation System of Arun-3 HEP:

Power Evacuation system consists of 310 km long 400 kV DC transmission line from Diding(project area) in Nepal through Dhalkebar to Muzzafarpur India. Lately however thesubstation within India is being proposed to be changed to Sitamarhi for which the GoIwould be shortly sending its formal communication. Out of this Nepal portion of 217 kmfrom Arun-3 power house (Diding) to Bathnaha (Nepal Border) is being constructed by SAPDC.Government of India accorded investment approval amounting to Rs.1236.13 Cr. at June 2017Price Level on 08.03.2019 for the Nepal portion of transmission line to be constructed bySAPDC. Case for diversion of forest land is under approval with GoN. Notification hasalready been issued by GoN in respect of 6 out of 7 districts for acquisition of privateland.

MoU has been signed with PGCIL for project management consultancy for execution oftransmission line stretch in Nepal. Construction work is to be carried out through fivepackages. Out of these two packages for construction of towers have been awarded andsurvey work is in progress. LoI for award of substation package has also been issued andother two packages for conductors are under award stage.

ii) Naitwar Mori HEP (60 MW):

Naitwar Mori Hydro Electric Project having installed capacity of 60 MW is located onRiver Tons a major tributary of River Yamuna in Uttarkashi District of Uttarakhand. Theproject is designed as run-of-the-river project and has the potential to generate 265.5 MUof energy in a 90% dependable year.

Memorandum of Understanding for execution of Naitwar Mori HEP was signed with theGovernment of Uttarakhand on 21.11.2005. Techno-economic approval of the project wasaccorded by CEA GoI on 02.03.2010. Environment clearance was accorded on 16.06.2016 andstage-II Forest clearance on 05.08.2016. For diversion of Forest land required for theproject lease agreement was signed on 01.12.2017. Investment approval for an estimatedcost of Rs.648.33 Cr. was accorded by GoI on 16.10.2017 at December 2016 Price Level asper which project is to be completed in 48 months from date of award of Major Civil Worksi.e. from 05.12.2017.

Hon'ble Union Minister of State (Independent Charge) for Power and Hon'ble ChiefMinister of Uttarakhand laid the foundation stone of Project at Mori on 30.03.2018.

Constructions of project access roads and bridges joining project components have beencompleted. Construction of Project offices Guest House and residential accommodation isin progress. Main Civil Work at various fronts are in full swing. River was diverted on31.01.2019 and excavation of barrage along with concreting is in progress. Work of RCCretaining walls and construction of u/s and d/s coffer dam is completed. Excavation ofDesilting Tank has been completed and concreting is in progress. Excavation of PowerIntake structure and Power Channel is in progress. Excavation of Adit-1 & Adit-2 toHRT stands completed and excavation of HRT is being carried out through all five faces.Out of 4317m 3674m 85% of HRT has been excavated. Excavation of Power House up to servicebay level and central gullet to the Transformer Hall has been completed. Excavation ofCable cum Ventilation Tunnel Main Access Tunnel Adit to Surge Shaft excavation of Aditfrom MAT to MIV floor central gullet for junction of pressure shaft and excavation ofPressure Shaft-2 bottom horizontal has been completed. Excavation of Pressure Shaft-1TRT and Power House & Transformer Hall is in progress. Concreting of EOT crane beamin power house has also been completed.

Hydro-Mechanical works package was awarded on 18.04.2018 to M/s GMW Private Ltd. andcontract agreement was signed on 06.09.2018. 1st stage embedded parts of stoplogs forDesilting Tank inlet gate for sill beam have been erected. Layout drawings of differentcomponents submitted by contractor are being vetted/approved.

Electro-Mechanical works package was awarded on 11.06.2018 to M/s Voith Hydro PrivateLimited Noida and contract agreement was signed on 20.07.2018. Layout drawings ofdifferent components submitted by Contractor are being vetted/ approved. Embedment partsfor erection of EOT crane in Power House have been installed.

The project is scheduled for commissioning by December 2021.

iii) Buxar Thermal Power Project (1320 MW)

An MOU had been signed between SJVN Bihar State Power Holding Company Limited andBihar Power Infrastructure Company for the development of 1320 MW Thermal Power Project asper Supercritical Technology at village Chausa in District Buxar of Bihar on 17.01.2013.Power Purchase Agreement (PPA) for the project had already been signed with Bihar StateElectricity Board (later Bihar State Power Holding Company Limited BSPHCL) for 85% shareof power generation on bus bar rate. This has been now assigned to Bihar's StateDistribution companies.

SJVN acquired the Project Executing Company i.e. Buxar Bijlee Company Private Limitedon 04.07.2013. The name of Buxar Bijlee Company Private Limited was changed to SJVNThermal Private Limited (STPL) a wholly owned subsidiary company of SJVN Limited on17.10.2013.

Investment approval for carrying out pre-construction activities of the projectamounting to Rs.436.68 Crores was accorded by GoI on 26.05.2015. MoEF&CC has accordedEnvironment Clearance on 28.02.2017. Mutation of 1058.335 acre private land for projectcomponents was completed on 12.12.2017 and land transferred in the name of STPL.

CCEA accorded investment approval of main works on 08.03.2019 amounting toRs.10439.09 Crores. Foundation stone for the project was laid by Hon'ble Prime Ministerof India on 09.03.2019.

Main Plant works (Single EPC) were awarded to M/s L&T on 22.06.2019. Constructionactivities are in progress. Survey and investigation of Borehole in Turbine Generator (TG)area and water pipeline corridor has been completed. Cement godown Quality Control LabPlant & Machinery workshop Environment Health & Safety Building and STPL siteoffice work is in progress. Excavation and filling in cooling tower area is underprogress. Piling wok of Boiler-I & II Chimney Coal mill-I STG-I Bottom AshHooper-I and ESP-I is in progress. Work for the construction of boundary wall has beencompleted.

PMC of main plant was awarded to NTPC Ltd. on 30.05.2019. Schedule Engineeringcoordination Quality coordination procedure MDL Quality assurance program Generallayout plan Vendor list Organization chart and Manpower planning is finalized. Reviewengineering project monitoring inspection and site supervision are in progress.

Consultancy work for preparation of DPR for setting up of Rail Infrastructure for theproject was awarded to M/s RITES Ltd on 16.03.2016. The DPR was prepared and submitted toEast Central Railway (ECR) Hazipur for approval. DPR approved by East Central Railway(ECR) Hazipur. Further long-term domestic linkage from Coal India Limited (CIL) for BTPPhas been granted by Ministry of Coal. For coal linkage Amrapali and Magadh coal blockshave been identified as source by Central Coalfields Ltd. (CCL). Acquisition of land forrailway infrastructure land for water pipeline corridor Main Gate & extra land isunder process. Draft SIA study report for Land for Rail infrastructure has been submittedto Distt. Administration and is under process.

PMC of rail infrastructure including tendering and award of rail infrastructure workshas been awarded to M/s RITES Ltd. on 13.06.2019. Center line marking of major bridges androute survey has been completed by RITES. LOA for supply of rails (Package-1) has beenissued to SAIL. Procurement of remaining Railways Packages is under tendering stage.Consent to Establish (NOC) was granted by Bihar State Pollution Control Board on03.09.2019

Infrastructure works for Pre-fab Bachelor Accommodation was awarded on 30.03.2020. Biddocuments for township are under preparation.

Work for construction power i.e. construction of 33 KV line & 33 KV/11 KVsub-station has been completed and line is charged.

The project is scheduled for commissioning by October 2023.

iv) Kholongchhu HEP (600 MW)

Kholongchhu Hydro Electric Project is located on river Kholongchhu in Bhutan. SJVN andDruk Green Power Corporation (DGPC) Bhutan are implementing the project jointly. JVCompany registered as

"Kholongchhu Hydro Energy Ltd" in Bhutan on 12.06.2015 with equal equitycontribution. The project will generate 2568 MU of energy annually.

Inter-Governmental Agreement between Royal Government of Bhutan (RGoB) and Governmentof India (GoI) for implementation of project was signed on 22.04.2014. Hon'ble PrimeMinister of India laid the foundation stone of project on 16.06.2014. National EnvironmentCommission (NEC) of RGoB accorded Environment Clearance for the Project on 21.07.2014.Concession agreement signed between KHEL and RGoB on 29.06.2020 at Thimphuin the presenceof Hon'ble Minister of External Affairs GoI (through VC) and Hon'ble Foreign MinisterRGoB

Construction of bridges and approximately 33 km approach roads to different workfronts/ sites have been completed. Site offices at Power House Adits 2 4 5 & 6Surge shaft Pressure Shafts completed and at Dam site & Adit-3 work is in progress.Works for the construction of Project Office and Colony at Duksum and widening of DuksumBuyang Highway up to Dam site are in progress. Work of 132 kV D/C LILO Transmission Line(19 Kms) 33 KV overhead distribution line (30 km) and 132/33 kV Sub-station has beencompleted and the required construction power is available at project site.

All Major Civil works have been divided in three (03) packages and NITs for allpackages were floated in October 2019. Techno-Commercial bids have been opened on19.02.2020 and are under evaluation. List of packages is as below:

1. KC-1: Construction of River diversion works Dam Intake Desilting Arrangement andHRT from RD 0.00 m to RD 2303.00 m including construction of Adit-1.

2. KC-2: Construction of Head Race Tunnel from RD 2303.00 m to RD 14091.07 m includingconstruction of Adits II III IV & V and Chaplangchhu Diversion Works.

3. KC-3: Construction of Head Race Tunnel from RD 14091.07 m to RD 15762.80 m includingconstruction of Adit VI Surge Shaft Butterfly Valve Chamber Pressure Shafts PowerHouse Complex and Tail Race Tunnel.

PROJECTS UNDER PRE-CONSTRUCTION SURVEY & INVESTIGATION:

i) LUHRI STAGE-1 (210 MW) LUHRI STAGE-2 (172 MW) & SUNNI

DAM HEP (382 MW):

Luhri HEP was initially envisaged as 775 MW run of the river single stage scheme onriver Satluj in Shimla Kullu and Mandi districts of Himachal Pradesh. However in March2015 GoHP advised to review the possibility of executing Luhri HEP as multi-stage projectinstead of single stage on account of social and environmental/ ecological concerns.Accordingly three stages/ projects namely Luhri HEP

Stage-1 - 210 MW Luhri HEP Stage-2- 172 MW and Sunni Dam HEP- 382 MW were envisaged bySJVN to harness the Hydel potential of Satluj River between Rampur and Kol Dam HydroElectric Projects. Govt. of H.P. re-allotted all three projects on "Stand AloneBasis" to SJVN on 29.08.2017. MOU was signed with Govt. of Himachal Pradesh on25.09.2019.

Luhri HEP STAGE-1(210MW):

It is a Run-of-the-River (RoR) scheme with installed capacity of 210 MW located onriver Satluj near village Nirth spread over Shimla and Kullu Districts of HimachalPradesh. The project has potential of generating 758 MU of electric energy in a 90%dependable year. Investment approval for pre-construction activities amounting to Rs.86.53Cr. was received from GoI on 08.02.2018. Ground breaking ceremony of project held in thepresence of Hon'ble Minister of Home Affairs Govt. of India and Hon'ble Chief Minister ofHimachal Pradesh on 27.12.2019.

DPR of project has been concurred by CEA for an estimated project cost of Rs.1912.59Cr. at July 2017 price level. MoEF&CC have accorded Forest Clearance Stage-1 andStage-2 on 19.09.2018 and 28.03.2019 respectively. Environment Clearance was accorded byMoEF&CC on 17.03.2020.

For the acquisition of private land GoHP has approved SIA report on 17.10.2018. InShimla district private land is being purchased directly from landowners at negotiatedprice. Out of 13 ha private land 6 ha has been purchased. In Kullu district land isbeing acquired through LARR Act 2013 for which notification under section-11 has beenissued by GoHP on 15.02.2020. R&R schemes are under formulation.

Project cost amounting to Rs.1732.59 Cr. at Jan 2019 price level is vetted by CEA on18.11.19. For investment approval of project draft PIB Memo was submitted to MoP on31.07.19. Draft PIB Memo circulated by MOP on 11.02.2020. After attending comments ofconcerned Ministries/ Agencies final PIB memo stands submitted to MoP.

NIT for main Civil & HM works on Single EPC mode has been issued on 17.01.2020.Tender opened and technical evaluation is in progress. NIT for EM works has been issued.

For evacuation of power from project location of common pooling station standsfinalized by CEA at village Nanj. Detailed survey of transmission line from Power House tocommon pooling station was completed on 27.11.2019. Diversion of NH is required forproject construction which shall be carried out on deposit work basis through NH HPPWD.NH HPPWD on 31.01.2020 has floated NIT and Bids were opened on 17.03.2020. Case foraward of work has been approved by Secretary HPPWD.

Luhri HEP STAGE-2 (172 MW):

It is also a run-of-the-river type scheme proposed on river Satluj near village Nanjin Shimla Kullu and Mandi districts of Himachal Pradesh. The Project will generate 632 MUof energy in a 90% dependable year. Investment approval for carrying out pre-constructionactivities amounting to Rs. 72.478 Cr. has been approved by GoI on 16.03.2018.

First consultation meeting for preparation of DPR was held in CEA on 11.06.2018. Fiveout of nine pre-DPR Chapters i.e. Hydrology International aspects Storage vs RoR Powerpotential and Inter-state aspects have been cleared. Balance four pre-DPR chapters areunder examination in CEA. Drilling and drifting works for geological investigation havebeen completed.

For Environment Clearance draft EIA/EMP report has been prepared by consultant on29.04.19 and shall be finalized after approval of CAT plan which is under process ofapproval with GoHP.

For acquisition of private land draft SIA report has been submitted to GoHP on19.10.2019 and Public hearings conducted. After incorporating comments of public hearingsfinal SIA report stands submitted to GoHP on 18.01.2020. Expert group constituted by GoHPfor appraisal of SIA report.

For diversion of forest land the case submitted to Forest Department GoHP on29.06.19. Land (302 ha) required for Compensatory Afforestation has been identified. Treeenumeration in forest land is in progress. NoCs for non-availability of non-forest landfor project components issued by concerned DCs. Draft CAT plan submitted to ForestDepartment on 10.05.2019 for approval.

For evacuation of power from project location of common pooling station for projectshas been finalized by CEA at village Nanj near project site. Work of detailed survey ofline from Power house to common pooling station and fieldwork for soil resistivity testshas been completed.

SUNNI DAM HEP (382 MW):

It is a run of river type scheme situated on river Satluj near Khaira village in Shimlaand Mandi districts of Himachal Pradesh. The Project shall generate 1382 MU of energy in a90% dependable year.

DPR has been submitted in CEA on 30.08.2019. Meeting was held in CEA on 14.10.2019. Outof 2418 aspects have been cleared by CEA.

Draft EIA/EMP report was finalized on 07.09.2018 however as per revised guidelinesissued by GoHP CAT plan is being revised. EIA/EMP report shall be finalized afterapproval of revised CAT plan.

For diversion of forest land revised case submitted to Forest Department GoHP on19.11.2019. Three forest divisions involved. After processing by concerned CF/ CCFs casessubmitted CCF cum Coordination Officer Shimla. 795 ha of land required for compensatoryafforestation has been identified.

CAT plan was submitted to CCF (Rampur) on 19.06.19 and finalized by concerned DFOs.Revision of CAT plan as per revised guidelines issued by GoHP is under process with Forestdepartment.

For acquisition of private land SIA report was accepted by GoHP on 21.10.2019.Application for acquisition of private land has been submitted to GoHP on 01.02.2020.Further committees have been constituted by DC (Shimla) and DC (Mandi) for Preliminaryenquiry under LARR Act 2013.

For evacuation of power location of common pooling station for projects has beenfinalized by CEA at village Nanj near project site. Work of detailed survey of line andfield work for soil resistivity tests has been completed.

ii) DHAULASIDH HEP (66 MW)

The Dhaulasidh Hydro-electric Project with installed capacity of 66 MW is located onriver Beas in Hamirpur and Kangra districts of Himachal Pradesh. The Project is arun-of-the-river scheme and holds potential of generating 304 MUs of electric energy in a90% dependable year. MOU signed with Govt. of Himachal Pradesh on 25.09.2019. Groundbreaking ceremony of project held in the presence of Hon'ble Minister of Home AffairsGovt. of India and Hon'ble Chief Minister of Himachal Pradesh on 27.12.2019.

Govt. of Himachal Pradesh accorded TEC of DPR on 25.06.2011. Environment Clearance wasaccorded by Govt. of India on 21.02.2013. Forest clearance stage-1 was accorded byMoEF&CC Govt. of India on 06.03.2012 and has been extended up to 01.11.2020.Compliance report of FC-1 was submitted by GoHP to MoEF&CC New Delhi for accord ofStage-2 forest clearance on 02.11.2019. Observations raised by MOEF&CC on 13.12.2019and replied on 21.02.2020. MoEF & CC had raised observation regarding approved R&Rplan which after approval has been submitted to MoEF&CC on 30.07.2020.

Private land required for project is being acquired through direct purchase from landowners at negotiated price. Purchase of land is in process and 3356 kanal private land outof 4831 kanal has been purchased and registered in the name of SJVN. 2309 kanal of Govt.land including Shamlat land shall be taken on lease basis. Process for lease of Govt. landunder progress.

For investment approval PIB proposal was submitted to MoP on 31.07.2019. Project costamounting to Rs.667.48 Crores at Dec 2018 price level was vetted by CEA on 04.12.2019.Draft PIB Memo circulated by Ministry of Power. Comments of concerned Ministries/ Agencieshave been replied.

iii) DEVSARI HEP (252 MW):

Project is a Run-of-the-River (RoR) scheme located on river Pinder a major tributaryof river Alaknanda in district Chamoli of Uttarakhand. The scheme was cleared by GoUk withinstalled capacity of 252 MW in October 2007 and by Standing Technical Committee inApril 2012. DPR of project was concurred by CEA on 07.08.2012.

MoJS GoI on 09.10.2018 has notified revised e-flows for projects on River Ganga. Inorder to comply with the gazette notification the capacity of the project is beingrevised to 162 MW and the revision of DPRis in process. Nine pre-DPR chapters have beenprepared and submitted to CEA on 26.12.19 as per revised e-flows and 3 chapters clearedbalance are under examination. The project will generate 556 MU of energy in a 90%dependable year.

Forest clearance stage-1 was accorded by MOEF&CC on 26.02.2018 and compliancereport of FC Stage-1 was submitted to MoEF&CC on 28.11.2018. Observations raised byMoEF&CC are being replied.

Environment Clearance was recommended by EAC in its meeting held on 27.03.2018 subjectto certain conditions applicable for FC stage-1

For acquisition of private land award of private land issued by DM Chamoli on10.07.2019. Land compensation amount has been deposited with Distt. Administration.Detailed verifications of shareholders and their account detail is being collected inassociation with revenue department for disbursement of compensation to individualbeneficiary.

For obtaining investment approval for pre-construction activities DIB proposalamounting to Rs. 183.78 Crores is under examination in MoP. Construction of project officebuilding and bachelor accommodation has been completed.

Tariff of project is on higher side and matter is being taken up with GoUk for grantingconcessions in line with concessions granted by GoHP to make projects viable.

iv) JAKHOL SANKRI HEP (44 MW):

The Jakhol Sankri HEP with proposed installed capacity of 44 MW is located on RiverSupin a tributary of River Tons in Uttarkashi District of Uttarakhand. The project isdesigned as run-of-the-river project and will generate 166 MU of energy in a 90%dependable year. Investment approval for carrying out pre-construction activities ofproject has been accorded by GoI at an estimated cost of Rs.84.50 Cr. on 15.09.2017. GoUkhas issued TEA of DPR on 03.06.19. Environment clearance was recommended by EAC MoEF on26.12.2019.

Application for diversion of Forest land was submitted to MoEF&CC GoI on05.12.2016. State Govt. further forwarded case to RO MoEF&CC Dehradun 02.11.2018.Meeting of Regional Empowered Committee (REC) for examination of proposal was held in ROMOEF and Dehradun on 30.09.19. Observations raised by REC replied to GoUk on 24.02.2020and further submitted to RO MoEF&CC Dehradun. Further observations raised by ROMoEF&CC are being attended.

For private land acquisition SIA report was approved on 26.06.19. Notification undersection-11 of RFCTLARR Act 2013 was issued on 03.08.2019. Corrigendum to notificationunder section-11 after attending the observation of PAFs issued by government on18.01.2020.

Work for preparation of R&R plan was awarded by GoUk and is under progress.

Matter is being taken up with GoUK for granting concessions in line with those grantedby GoHP to make project economically viable.

v) JANGI THOPAN POWARI HEP (790 MW):

Jangi Thopan Powari HEP with proposed capacity of 790 MW is located on river Satluj inDistt. Kinnaur of Himachal Pradesh. GoHP allotted this project to SJVN on 24.11.2018 onBOOT basis. MoU was signed on 25.09.2019. Project office has been opened at Reckong Peoin Distt. Kinnaur.

Six preliminary/pre-DPR chapters have been submitted to CEA on 04.10.19. 1stconsultation meeting was held on 04.11.2019. Survey work was completed on 08.12.19. Reviewmeeting for finalization of layout was held in CEA on 07.01.2020. Finalization of projectlayout with CWC/CEA is in progress.

Identification of land required for project and the process for obtaining otherstatutory clearances have been started.

PIB memo for investment approval for pre-construction activities submitted to MoP isunder examination.

vi) BARDANG HEP (138 MW):

Project was allotted to SJVN by GoHP on 09.08.2019 on BOOT basis. Template MoU wassigned with GoHP on 25.09.2019. Domain of project i.e. FRL and TWL were obtained from GoHPon 07.03.2020. Project office at Udaipur Lahaul & Spiti established. Survey and sitespecific data collected and preliminary chapters of DPR are being prepared.

vii) PURTHI HEP (210 MW):

GoHP allotted this project in Chenab basin to SJVN on 09.08.2019 on BOOT basis.Template MoU signed with GoHP on 25.09.2019. Domain of project i.e. FRL and TWL obtainedfrom GoHP on 07.03.2020. Project office at Udaipur Lahaul & Spiti established. Surveyand site specific data collected and preliminary chapters of DPR are being prepared

viii) REOLI-DUGLI HEP (430 MW):

GoHP allotted this project with capacity of 430 MW in Chenab basin to SJVN on23.10.2019 on BOOT basis. Template MoU signed with GoHP on 06.11.2019. Project office atUdaipur Lahaul & Spiti established. PFR with enhanced capacity of 458 MW submitted inCEA. Survey and site specific data collected and preliminary chapters of DPR are beingprepared.

SOLAR PROJECTS

CHARANKA SOLAR POWER STATION:

SJVN's 5.6 MW Charanka Solar Power Station has been commissioned on 31.03.2017. Theproject is located at Charanka Solar Park in Gujarat in an area of about 25.95 acres. Theproject has been conceived under REC Mechanism and the PPA for brown power has been signedwith GUVNL on 03.03.2017. Total 6409 RECs (Renewable Energy Certificates) have been tradedin FY 2019-20 & on cumulative basis 18168 RECs with no pending inventory. The projecthas generated 6.58 MUs in the FY 2019-20.

WIND POWER PROJECTS

a) KHIRVIRE WIND POWER STATION (47.6 MW) AHMEDNAGAR MAHARASHTRA

SJVN has set up its first Wind Power Project of 47.6 MW capacity at Khirvire /Kombhalne villages of Ahmednagar district of state of Maharashtra. The Project comprises56 Wind Energy Generators (WEGs) each of capacity 0.85 MW. The project started generationw.e.f. 20th January 2014 with the commissioning of 1st lot of 25 WEGs and attained fullgeneration capacity by commissioning the last 56th WEG on 20.05.2014. The project has beenregistered with IREDA for availing Generation Based Incentive (GBI) @ Rs.0.50 / kWh with acap of Rs.1 Crore per MW. Total Gross Generation from the plant for FY 2019-20 was 55.04MU.

b) SADLA WIND POWER PROJECT (50 MW) SURENDERNAGAR GUJARAT

SJVN has successfully commissioned its second Wind Power Project of 50 MW capacitycomprising 25 WEGs each of capacity 2 MW at village Sadla Distt. Surendranagar Gujarat.The project has been fully commissioned on 18.04.2019. Total 73.07 MU had been generatedin FY

2019-20. PPA has been signed with Gujarat Urja Vikas Nigam Limited (GUVNL) for 38 MW on30.01.2018 and for balance 12 MW on 30.03.2019.

TRANSMISSION PROJECTS

Name of Project Location
Project under Operation
400 kV D/C Cross Border Transmission Line (Operated by JV: CPTC) Muzafarpur to Sursand on Indo Nepal Border
Project under Construction
400 kV Double Circuit Transmission Line for evacuation of power from 900 MW Arun-3 Diding to Dhalkebar (Nepal) to India
Project Nepal to India border. (Executed by Subsidiary: SAPDC) Bathnaha on Indo Nepal Border

7. ENVIRONMENT

SJVN is aware of its obligation to conserve and protect the environment. SJVN strictlyadheres to all policies and guidelines of the Ministry of Environment Forest and ClimateChange (MoEF&CC) Govt. of India (GoI) concerning identification and mitigation ofenvironmental impacts of projects. To achieve sustainable development studies likeEnvironmental Impact Assessment (EIA) Environment Management Plan (EMP) Dam BreakAnalysis which are a part of the Comprehensive Environmental Impact Assessment Study arecarried out through highly reputed organizations/consultants. All environmental aspectsare suitably addressed in the Environment Impact Assessment & Environment ManagementPlan reports. Suitable measures are adopted to negate any adverse impact on theenvironment and ecology during construction and operation stages. Every care is taken toimplement and abide by the laws of the land in respect of the environment and ecologicalsafeguards.

SJVN has two hydro power stations viz Nathpa Jhakri and Rampur in Himachal Pradesh.Measures like Catchment Area Treatment Compensatory Afforestation Muck ManagementRestoration of muck disposal sites quarry sites and construction areas Green beltdevelopment Biodiversity Management Fisheries Management etc. have been undertakensuccessfully.

In case of Naitwar Mori HEP which is under construction located on Tons River inUttarkashi District Uttarakhand the following measures are being taken up:

For the implementation of the Catchment Area Treatment (CAT) plan INR 12.96 Croreshave been deposited against the CAMPA fund. DPR of CAT plan is finalized by State ForestDepartment.

Under the Fishery Management Plan fish pass has been proposed for migratory fishspecies in the river. SJVN has engaged Central Inland Fisheries Research Institute(CIFRI) Barrakpore West Bengal to suggest an effective and sustainable design of fishpass.

Solar lights (160 nos.) installed in the project area of Naitwar Mori HEP.

Camps (16 nos.) on environmental awareness were organized in the project area.

Muck management is being done in line with the approved Muck Management Plan proposedin the EIA / EMP Report and in line with MOEF&CC guidelines.

As part of the diversion of forest land Compensatory Afforestation (CA) over 80.00 haof civil soyam and forest land has been carried out. The physical and financial progressreport is awaited from the State Forest Department.

800 no. of various species of tree saplings like Jacaranda Kachnar Amla etc. havebeen planted in consultation with State Forest Department at appropriate locations in theproject area.

Biodiversity Conservation and Management Plan has been prepared by the State ForestDepartment against which an amount of INR 43 lakhs is remitted for further implementationby the Forest Department.

Noise level ambient air quality and water quality of the project area are beingmonitored by Pollution Control Research Institute BHEL at Haridwar. The monitored datashows reportable values below the permissible limits defined by regulatory bodies.Further all high noise generating equipment have been provided with mufflers as per themanufacturers' specifications.

Against the financial provision of INR 32.48 Crores INR 31.48 Crores have been spentso far on the implementation of various environmental management measures.

In addition to the above SJVN has made following additional endeavors for promoting asustainable environment:

Installation of pencil making plant from waste paper at Jhakri Shimla District.

Grid-connected Solar Power Plant 310 kW has been commissioned at Surge Shaft of NJHPSJhakri in Shimla District. Further the project has installed a solar heating system andsolar power systems at various locations of the office complex / guest house.

SJVN is putting up a Grid-connected 1 MW Solar power plant at Wadhal Shimla Districtand will be commissioned soon.

Development of Biodiversity Park at Dehradun through Uttarakhand State Council ofScience & Technology.

Funds have been provided to Himalayan Forest Research Institute (HFRI) Shimla forinfrastructural works at Western Himalayan Temperate Arboretum for the conservation of theendangered flora Shimla.

Every year SJVN celebrates World Environment Day on 5th of June across its projectsand offices with much zeal and fervour. This year large scale plantation programs wereundertaken across various locations. Talks on environmental aspects were also delivered byheads of projects / power stations to spread awareness and sensitivity about environmentalissues. In addition to the above slogan competitions awareness rally drawingcompetitions etc. were also undertaken at power stations. Corporate Office organizedEnvironment quiz competition for Shimla and Solan district schools wherein 78 schoolsparticipated.

An electric vehicle charging station is installed at Rampur HPS Bayal and NathpaJhakri HPS Jhakri. Further electric charging machine has been procured for installationat Corporate Headquarters Shimla.

The plantation campaign was carried out at Charanka SPP Rampur HPS Nathpa Jhakri HPSand Naitwar Mori HEP.

Various Project / Stations of SJVN carried out cleanliness drives during SwachhtaPakhwara / Swachh Bharat Diwas.

Campaigns to stop single-use plastic were organized.

8. CSR AND SUSTAINABILITY

An annual report of Corporate Social Responsibility highlighting the Company's CSRPolicy details of expenditure on CSR and overview of projects / programs / activitiesundertaken by the Company during FY 2019-20 in format prescribed under Companies (CSRPolicy) Rules 2014 is annexed as Annexure-V and forms an integral part of thisDirectors' Report.

9. REHABILITATION AND RESETTLEMENT

SJVN being conscious of its responsibilities towards society is committed to executeand operate power projects in a socially responsible manner by adopting generousResettlement & Rehabilitation measures for the benefits of project affected families(PAFs) and by investing in the socio-economic development of communities to continuallyminimize potential negative impacts as well as to establish the sustainable positiveimpact of projects on them.

Well before any project is taken up for execution Social Impact Assessment (SIA) studyis carried out to ensure that the potential socioeconomic benefits accrued from theproject out weigh the likely social costs and adverse social impact. Public consultationmeetings with the stakeholders are held by the project authorities to make the localcommunities aware of developmental facilities to be created in the fields of healtheducation sanitation drinking water approach roads and other community assets of theproject and their benefits to the society. Subsequently the R&R plan is devised basedon conclusive findings derived from the socio-economic survey carried out by anindependent expert agency. The R&R plan thus devised and approved essentiallyprescribes mitigation measures for reconstruction and regeneration of economies of thePAFs.

During the implementation stage of the R&R plan regular monitoring of R&Ractivities is conducted through an external independent agency to ensure the timelyextension of R&R benefits to the PAFs. Similarly after completion and implementationof the R&R plan social impact evaluation is carried out by an independent externalagency to assess various tangible and intangible benefits accrued in the area ofsocioeconomic development. To have constant interaction with local people a ProjectInformation Centre is set up at project level.

The R&R plans have been successfully implemented in 1500 MW Nathpa Jhakri HydroPower Station (NJHPS) and 412 MW Rampur Hydro Power Station (RHPS) both located inHimachal Pradesh whereas R&R plan is in the execution stage in 60 MW Naitwar MoriHydro Electric Project (NMHEP) Uttarakhand. Several benefits under R&R Plan likedirect employment subject to availability of employment and suitability of the candidatesor financial assistance in place of employment to start a tailor-made self-employmentunits/startups farm training alternate agriculture land constructed houses to houselessPAFs in rehabilitation colonies or cash assistance in lieu there of to houseless PAFsshop plots in a shopping complex to the displaced shopkeeper to retain their livelihoodshops in the market complex subsistence allowance financial assistance to vulnerablegroup families etc. as per admissibility have been provided. Vehicles required forProject works are hired from PAFs on preference basis and petty contracts are offered tolocal contractors on a preference basis. In addition to these benefits otherinfrastructure and community development facilities in areas of Village Infrastructuredevelopment Health Education Sports are being provided. Under Village Infrastructuredevelopment of village paths roads rain shelters bus stand Panchayat Bhawan CommunityCenters

Mahila Mandal Bhawans etc. are taken up. In health facilities like hospital freeMedicare through mobile health vans drinking water sewerage system are being supported.Educational facilities includes rooms buildings playground furniture to local schoolsscholarship to students. Apart from the above support for the promotion of sportsfinancial support for girl child daughter's marriage etc. have also been provided.

The local farmers around RHPS have been adequately compensated for the reduction incrop yield as per the crop compensation policy of the government of HP. The PAFs have beenprovided electricity benefit as per the Ministry of Power guidelines. Besides this fundsof Rs.55.26 Crores have been spent under the Local Area Development Fund (LADF) forcarrying out various infrastructural development works.

Under NMHEP the Project R&R Grievance Redressal Committee has been constitutedunder the Chairmanship of R&R Administrator Uttarkashi and as per the recommendationsof the Committee various infrastructural works and community development facilities arebeing undertaken.

The land acquisition process by direct negotiations as well as under Right to FairCompensation and Transparency in Land Acquisition Rehabilitation and Resettlement Act2013 in all the three stages of Luhri Hydroelectric Projects (LHEP) HP has beeninitiated. The Social Impact Assessment (SIA) Study of 210 MW LHEP stage-I (H.P) has beencarried out by GOHP empaneled agency and the preliminary notification under section 11 ispublished. Award for SIA study in 172 MW LHEP stage II is under process. The social impactassessment study of 382 MW LHEP stage III (Sunni Dam) is being carried out through GOHPempaneled agency.

For 66 MW Dhaulasidh Hydro Electric Project HP the SIA study under section 4 ofRFCTLARR Act 2013 is under process.

In 1320 MW Buxar Thermal Power Project (BTPP) in Bihar the acquisition of private landwas made as per Land Acquisition Act 1894 whereas the compensation has been paid as perthe provision under RFCTLARR Act 2013. Acquisition of more private land is being carriedout under RFCTLARR Act 2013. The draft R&R Plan of BTPP has been submitted to BiharGovt. for approval which is awaited.

In 44 MW Jakhol Sankri Hydro Electric Project (JSHEP) in Uttarakhand the Landacquisition as per RFCTLARR Act 2013 is under process. The SIA report has been preparedand approved by Uttarakhand Govt. The R&R plan for Project Affected Families (PAFs) isunder preparation by the Govt. of Uttarakhand.

In Devsari Hydro Electric Project (DHEP) in Uttarakhand the land acquisition processunder RFCTLARR Act 2013 is in progress. The R&R plan for Project Affected Families(PAFs) has been prepared in line with RFCTLARR Act2013 and recommendations ofEnvironmental Expert Appraisal Committee of Ministry of Environment Forest and ClimateChange Government of India. The Govt. of Uttarakhand has also approved the R&R Planand has declared the Award for 27.462 hectares of Private land. State Administration iscollecting details of individual beneficiaries like Adhaar Card Bank Account details etc.for disbursement of land compensation amount amongst landowners. Benefits of the R&Rplan shall commence after distribution of compensation amount.

The social impact evaluation of R&R implementation plan in NJHPS and RHPS wascarried out by the Agriculture Economic Research Centre of Himachal Pradesh University.The report reveals that R&R implementation in the project affected areas hassubstantially enhanced the socio-economic standard of the local population on variousdevelopment parameters.

The World Bank Mission has monitored the R&R activities carried out in NJHPS fromtime to time and has appreciated the efforts made for rehabilitation of the PAFs as under:

‘The success of the resettlement activity undertaken in this project is quite rarefor India and can be considered as one of the best examples of resettlementimplementation in bank assisted projects in India. It should be considered as an examplefor other projects.'

10. RESEARCH AND DEVELOPMENT

SJVN has always maintained a commitment towards Research and Development InnovationTechnology up-gradation and Product Development in its core area of Power Generation.

Specific area in which R&D has been carried out during FY 2019-20 in line with MoUsigned with MoP is as following:

Developing scientific mechanism / model for hydrology forecasting of Satluj riverfor SJVN projects - The model has been developed by SJVN through DoEST Govt. of H.P.Validation & calibration of the model shall be carried out in the subsequent years.Further to gather knowledge and plan future R&D activities in this field SJVN hasorganised two National Level Workshops on the subject on 25.04.2019 and 07.12.2019.

In addition to above SJVN has also undertaken following additional R&D /Innovative works for overall development and system improvement:-

i. Change in procedure for engagement / disengagement of maintenance seal of MIV inRampur Hydro Power Station.

ii. Modification in governing system for redundancy of Governor Servo Valve in RampurHydro Power Station.

11. HUMAN RESOURCES

The total manpower on the rolls of SJVN (Direct Recruits and Absorbed employees) was1475 as on 31.03.2019. The strength of HPSEB / HP Govt. employees on deputation on theabove date was 104.

The total manpower on the rolls of SJVN (Direct Recruits and Absorbed employees) as on31.03.2020 is 1477 and the strength of HPSEB / HP Govt. employees on deputation on theabove date is 87.

Representation of Women Employees is as under:

Group Total Employees as on 31.03.2020 Number of Women employees Percentage of overall staff strength
SJVN (DR+absorbed) 1477 154 10.43
SJVN (Deputationists) 87 8 9.20
Total 1564 162 10.36

Representation of Persons with Disabilities (PWDs) is as under:

Group Total Employees as on 31.03.2020 Physically Challenged Employees Percentage of Physically challenged employees
VH HH OH Total
Total 1477 07 07 18 32 2.17

Representation of SCs/STs/OBCs Employees is as under :-

Group Total Employees Representation
(as on 31.03.2020) SCs SC% STs ST% OBC OBC%
Total 1477 303 20.51 95 6.43 193 13.07

HR in SJVN endeavours to become a strategic business partner to deliver sustained valueto key stakeholders.

In an effort to add to the organizational capability PCMM (People Capability MaturityModel) has been adopted by SJVN. SJVN has been successfully appraised as a PCMM Level-3organization by CMMI Institute USA in March 2020 which means SJVN HR processes arebenchmarked to global best practices that help reinforce a competency and performancedriven culture. It also demonstrates SJVN's Leadership's commitment to attractingdeveloping and motivating its human capital towards business growth and realization of itsShared Vision.

Also in FY 2019-20 a robust Succession Plan was framed and implemented with theapproval of Board of Directors under which the potential successors who are the seniorexecutives of SJVN are being developed through various developmental interventions toassume the key positions in future.

Besides various In-house and External training programmes were organized in variousdisciplines and at different levels. During the Financial year 2019-20 nearly 80% ofemployees were imparted two to four mandays training thereby utilizing 4190 trainingmandays and about 40 executives were imparted 90 days Advanced Management DevelopmentProgram Training at IIM Indore there by utilizing 3600 mandays. The trainings wereimparted through organizations of national repute like IIMs ASCI IMI MDI CBIP ICWAIAmity Tunnelling Association of India etc. Mainly the programs were conducted on topicslike Enterprise Risk Management Project Management Conflict Management Cost AccountingStandards Building Corporate Strategy for Effective Risk Management Occupational Healthand Safety Management Modern Technology Trends in Power Transformers including OLTCSTAAD PRO Primavera P6 Auto CAD 2D & 3D Maintenance of HT Lines Power Transformers& Reactors Grid Management Network Monitoring and Loss reduction OverheadTransmission Lines Materials and Emerging Test techniques Risk Based Internal Audit forEffective Management ISO 9001:2015 Drafting of FIDIC conditions of contract for plantand design building dealing with Sexual Harassment Yoga & Stress Management etc. tomention a few.

Also to percolate the Shared Vision of "5000 MW by 2023 12000 MW by 2030 and25000 MW by 2040" down the line and to motivate the employees to march towards thisvision two big conclaves "Ascendant Gen-X" and "Ascendant Gen-Y" wereorganized for idea sharing by Executives which also included motivational talks by topMotivational Speakers of India.

Apart from above special training programs for women employees of SJVN were alsoconducted in which 100% women employees were imparted training on Leadership Developmentand Work-life balance.

12. INDUSTRIAL RELATIONS

Regular Meetings are held with the representatives of the various Associations / Unionsto sort out the local issues as well as policy related matters. Recreational Cultural andSports function on different occasions were also held thus resulting in better employeeemployer relations and cordial industrial relations were maintained during the year.

2019-20

13. STATUTORY AND OTHER INFORMATIONS

The information required to be furnished as per the Companies Act 2013 ListingAgreements Government Guidelines and Code of Corporate Governance of your Company onthe following matters is placed at respective annexures and form integral part ofDirectors Report:-

a. Management Discussion and Analysis Annexure I

b. Report on Corporate Governance Annexure II

c. Certificate from Practicing Company Secretary on Corporate Governance Compliance AnnexureIII

d. Information on Conservation of Energy Technology Absorption and Foreign Exchangeearnings and out go Annexure IV

e. Annual Report on Corporate Social Responsibility & Sustainability

Annexure V f. Business Responsibility Report Annexure VI g. Extract ofAnnual Return in Form MGT 9 Annexure - VII h. Certificate regardingNon-Disqualification of Directors Annexure - VIII i. Secretarial Audit Report AnnexureIX

j. Management's Replies to the observations of Secretarial Auditor

Annexure X.

k. Form No. AOC-2 Annexure XVII

14. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' state that:

in the preparation of the annual accounts for the year ended March 31 2020 theapplicable Accounting Standards read with requirements set out under Schedule III to theAct have been followed along with proper explanation relating to material departures ifany;

the Directors have selected such accounting policies and applied them consistentlyexcept as disclosed in the Notes on Accounts and made judgment and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2020 and of the profit of the Company for the year ended on thatdate;

the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

the Directors have prepared the annual accounts on a ‘going concern' basis;

the Directors have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and are operating effectively; and

the Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

15. DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as provided under Section 149(6) of theCompanies Act 2013 and Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

16. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards during

the Financial Year ending 31.03.2020.

17. SEXUAL HARASSMENT PREVENTION

Summary of Sexual harassment issues raised attended and dispensed

during the year 2019-20:-

No. of complaints received in 2019-20 Nil
No. of complaints disposed off Nil
No. of cases pending for more than 90 days Nil
No. of workshops or awareness programme against sexual harassment carried out -
Nature of action taken by the employer or District Officer Nil

18. SECRETARIAL AUDIT

The Board appointed M/s SGS & Associates PCS to conduct Secretarial Audit for theFinancial Year 2019-20. The Report of the Secretarial Auditors for the year ended31.03.2020 is placed at Annexure-IX. Reply of Management to observations ofSecretarial Auditor is placed at Annexure-X.

19. STATUTORY AUDIT

M/s A P R A & Associates LLP Chartered Accountants were appointed by Comptroller& Auditor General as Statutory Auditors of the Company for the financial year 2019-20.

The Report of the Statutory Auditors to the Members on the Standalone and ConsolidatedAccounts for the year ended 31.03.2020 is placed at Annexure-XI and Annexure-XIIIrespectively. Reply of Management to observations of Statutory Auditor on InternalFinancial Control on the Standalone and Consolidated Accounts are placed at Annexure-XIIand Annexure-XIV respectively. Observations/ Comments of the Comptroller andAuditor General (C&AG) of India on the Standalone and Consolidated Accounts for theyear ended 31.03.2020 are placed at Annexure-XV and Annexure-XVIrespectively. Comments of C&AG being NIL the reply by the Management thereto is notapplicable.

20. EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT 9 as required under Section 92(3) of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 is Annexed as Annexure-VII.

21. COST AUDIT

Pursuant to the Central Government directions to audit Cost Accounting Records asmaintained by the Company your Company appointed M/s Balwinder & Associates CostAccountants as Cost Auditor for the year 2019-20. The Cost Audit Report for the yearended 31st March 2019 was filed with MCA on 24.09.2019.

22. INTERNAL FINANCIAL CONTROL SYSTEM

Internal controls are the mechanisms rules and procedures implemented by a company toensure the integrity of financial and accounting information promote accountability andprevent fraud. Financial controls are process policies and procedures that areimplemented to manage finances.

The company has adequate internal control system and the transactions/ processes areguided by delegation of powers policies rules guidelines and manuals framed incompliance with relevant laws and regulations. The organizational structure is welldefined in terms of structured authority/responsibility involved at each particularhierarchy / level.

The company has sufficient internal control over financial reporting to ensureassurance regarding the reliability of financial reporting and in the preparation offinancial statements for external purposes in accordance with generally acceptedaccounting principles.

In order to ensure adequacy of internal control system internal audit is conducted bythe independent Chartered Accountants firms in close coordination with company's ownInternal Audit Department. The Internal Audit process includes review and evaluation ofeffectiveness of existing processes controls and compliances. It also ensures adherenceto rules procedures policies and systems and mitigation of the operational risksperceived for each area under audit.

It is also informed that significant Audit observations and Action Taken Reports areplaced before the Audit Committee headed by Independent Directors. The recommendation anddirections of the Audit Committee are carried out and complied with.

23. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Indian Accounting Standard (Ind AS)-110 on ConsolidatedFinancial Statements read with Ind AS-111 on Joint Agreements and Ind AS-112 on Disclosureof Interest in other entities the Audited Consolidated Financial Statements are providedin the Annual Report.

24. BOARD OF DIRECTORS

During the FY 2019-20 the following changes took place in the composition of the Boardof Directors of the Company:-

a. Shri Surinder Pal Bansal was appointed as Whole Time Director (Civil) w.e.f. 01April 2019.

b. Shri Parvinbhai Patel Shri S.S. Uppal and Dr. Rajni Sarin ceased to be Part-

Time Non-Official Independent Director on 16 November 2019 on completion of theirtenure.

c. Shri Amarjit Singh Bindra ceased to be Whole Time Director (Finance) of the Companyon 27 November 2019 on account of resignation due to personal reasons.

d. Shri Akhileshwar Singh was appointed as Whole Time Director (Finance) of theCompany w.e.f. 06 January 2020.

e. Shri Prabodh Saxena Principal Secretary (MPP & Power) Government of Himachalpradesh ceased as Part-Time Official Director (GoHP Nominee) on withdrawal of Nominationby appointing authority w.e.f. 31 December 2019.

f. Shri Ram Subhag Singh Additional Chief Secretary (MPP & Power) Government ofHimachal pradesh was appointed as Part-Time Official Director (GoHP Nominee) w.e.f. 20January 2020.

g. Shri Tanmay Kumar Joint Secretary (Hydro) Ministry of Power was appointed asPart-Time Official Director (GoI Nominee) in place of Shri Aniruddha Kumar w.e.f 11 June2020. h. Shri Rakesh Kumar Bansal Ceased to be Whole Time Director (Electrical) of theCompany on 31 July 2020 on reaching age of superannuation.

I. Shri Sushil Kumar Sharma was appointed as Whole Time Director (Electrical) of theCompany w.e.f. 1 August 2020.

None of the Directors are inter-se related to each other.

The Board Meetings held during the Financial Year 2019-20 and the attendance of theDirectors therein is mentioned in the Corporate Governance Report.

25. BOARD LEVEL COMMITTEES

The composition of the Statutory Committees required to be constituted as per theCompanies Act 2013 and the SEBI Listing Regulations and the meetings held therein arementioned in the Corporate Governance Report.

26. KEY MANAGERIAL PERSONNEL

In compliance with Section 203 of the Companies Act 2013 following have beendesignated as Key Managerial Personnel:-

1. Shri Nand Lal Sharma Chairman & Managing Director

2. Shri Akhileshwar Singh Director(F) & Chief Financial Officer

3. Shri Soumendra Das Company Secretary

27. IMPLEMENTATION OF OFFICIAL LANGUAGE

In order to ensure the implementation of the Official Language Policy of the Govt. ofIndia all possible efforts have been made by the company to achieve the targets asspecified by the Department of Official Language.

Under section 3.3(I) of Official Language Act cent percent documents were issuedbilingually & all the letters received in Hindi were replied to in Hindi. Company'swebsite is already in bilingual form and it is updated from time to time.

To encourage executives and non-executives to do their entire work in Hindi number ofincentive schemes are under implementation namely Payment of increment of three monthsduring the year for doing his/her whole office work in Hindi and during the year andunder this scheme a total 169 Employees / Officers were awarded cash prizes amounting Rs.920590/-(Approx.).

Nine (9) Hindi workshops / seminars have been organised and 168 executives andnon-executives have been trained. Organising of Hindi quiz competitions on national /important occasions and other competition (i.e. Nibhand (Essay writing) KahaniNoting-drafting Shabdarthgyan Sulekh & Vichar Abhivyakti competition) is a regularfeature and besides this number of competitions were also organized during "Hindifortnight". In these competitions 120 no. of employees were awarded cash prizesamounting to Rs.154100/- .

To popularize Hindi amongst the students of Schools / Colleges / Institutions /Universities situated in the vicinity of projects as well as Corporate Office Shimlavarious Hindi competitions were organized during the year under review and 110 studentswere awarded cash prizes amounting to Rs.109500/-. Govt. of India Ministry of Power hasinformed regarding award of ''NTPC Rajbhasha Shield'' Third Prize to SJVN for itsoutstanding performance in implementation of Official Language for the year 2018-19.

Half yearly meetings of the Town Official Language Implementation Committee Shimla(Office-2) constituted for the CPSUs & Banks etc. were held on 29.07.2019 &24.12.2019.

To give impetus to the multi-facet talent of employees an in-house biannual Hindimagazine "Himshakti" was published and circulated. Out of total expenditure onpurchase of books 85.02% of amount was spent on purchase of Hindi books.

28. AWARDS & ACHIEVEMENTS

During the Financial year 2019-20 your Company & Directors received commendationfor work in the form of various Awards and Accolades as under:-

1. March 13 2020: SJVN becomes first Indian PSU to acquired People Capability MaturityModel (PCMM) level-3 Certification.

2. February 19 2020: SJVN Conferred with "Best Performing Hydro PowerUtility" Award by Central Board for Irrigation and Power (CBIP).

3. September 19 2019: Chairman & Managing Director SJVN Sh. Nand Lal Sharmahonored with Appreciation Award for providing Creative Support to the inmates for theirrehabilitation by Govt. of Himachal Pradesh.

4. July 11 2019: SJVN conferred with 2nd Prize of Swacch Swarvekshan Award 2019 byMinistry of Power Government of India.

5. April 30 2019: SJVN acquired People Capability Maturity Model (PCMM) Level-2Certification.

29. PARTICULARS OF LOANS GIVEN INVESTMENTS

MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are as under:-

Particulars Details
Loans given Refer Note 2.20 and 2.27 to standalone financial statements
Investments made - Refer Note 2.6 to standalone financial statements
Guarantees given Nil
Securities provided Nil

30. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. The Company has not accepted any deposits during the year under review.

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

3. Neither the Managing Director nor the Whole-Time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

5. There have been no Material Changes and Commitments subsequent to the Balance sheet.

6. The company has not made any buyback of shares during the year under review.

31. ACKNOWLEDGEMENT

The Board of Directors acknowledge with deep appreciation the cooperation and guidanceextended by various Ministries / Departments of the Government of India particularlyMinistry of Power Ministry of Finance Ministry of External Affairs Ministry ofEnvironment & Forest Central Electricity Authority Central Water CommissionGeological Survey of India the Government of Nepal the Government of Bhutan theGovernment of Himachal Pradesh particularly the Departments of Power Finance andForests the Pollution Control Board State Governments of Bihar Uttarakhand ArunachalPradesh Gujarat and Maharashtra the State Electricity Boards and the World Bank.

Your Directors also convey their gratitude to the shareholders various internationaland Indian banks and financial institutions for the confidence reposed by them in theCompany. The Board also acknowledges and appreciates the contribution made by ContractorsVendors Consultants and others for achieving the planned goals of the Company.

The Board also places on record its deep appreciation of valued cooperation extended bythe Office of the Comptroller and Auditor General of India and the Auditors. Last but notleast the Board commends the hard work and dedicated efforts put in by the employees ofthe Corporation including the employees on deputation at all levels.

For and on behalf of Board of Directors
(Nand Lal Sharma)
Date : 28 August 2020 Chairman and Managing Director
Place : Shimla DN: 03495554

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