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Tata Power Company Ltd.

BSE: 500400 Sector: Infrastructure
NSE: TATAPOWER ISIN Code: INE245A01021
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VOLUME 703930
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P/E 22.69
Mkt Cap.(Rs cr) 13,443
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OPEN 51.30
CLOSE 51.70
VOLUME 703930
52-Week high 76.90
52-Week low 48.85
P/E 22.69
Mkt Cap.(Rs cr) 13,443
Buy Price 49.50
Buy Qty 1000.00
Sell Price 49.80
Sell Qty 2000.00

Tata Power Company Ltd. (TATAPOWER) - Director Report

Company director report

To the Members

The Directors are pleased to present to you the Hundredth Annual Report on the businessand operations of your Company along with the audited Financial Statements of Account forthe year ended 31st March 2019.

1. FINANCIAL RESULTS

(Table 1)

Figures in Rs.crore

Standalone

Consolidated

FY19

FY18

FY19

FY18#

(a) Net Sales/Income from Operations* 7688

7301

29493

26430

(b) (Less): Operating Expenditure (5302)

(4924)

(22995)

(20453)

(c) Operating Profit 2386

2377

6498

5977

(d) (Less)/: Forex Loss/(Gain) (11)

(20)

(141)

(114)

(e) Add: Other Income 516

929

396

433

(f) (Less): Finance Cost (1500)

(1431)

(4170)

(3761)

(g) Profit before Depreciation and Tax 1391

1855

2583

2535

(h) (Less): Depreciation/Amortisation/Impairment (632)

(663)

(2393)

(2346)

(i) Profit Before Share of Profit of Associates and Joint Ventures 759

1192

190

189

(j) Add: Share of Profit of Associates and Joint Ventures -

-

1287

1554

(k) Profit Before Exceptional Item 759

1192

1477

1743

(l) (Less)/Add: Exceptional Item 1168

(4437)

1746

1102

(m) Profit/ (Loss) before Tax 1927

(3245)

3223

2845

(n) (Less)/Add: Tax Expenses or Credit (92)

166

(656)

(162)

(o) Net Profit/(Loss) after Tax from Continuing Operations 1835

(3079)

2567

2683

(p) Profit/ (Loss) before Tax from Discontinued Operations (192)

(86)

(192)

(86)

(q) (Less)/Add: Tax Expenses or Credit from Discontinued Operations 66

14

66

14

(r) Net Profit/(Loss) after Tax from Discontinued Operations (126)

(72)

(126)

(72)

(s) Net Profit for the year 1709

(3151)

2441

2611

(t) Net Profit for the year Attributable to -
- Owners of the Company 1709

(3151)

2191

2408

- Non-controlling interests -

-

250

203

(u) Other Comprehensive income (Net of Tax) (45)

45

165

94

(v) Total Comprehensive Income Attributable to - 1664

(3106)

2606

2705

- Owners of the Company 1664

(3106)

2356

2502

- Non-controlling interests -

-

250

203

including rate regulatory income/(expense)

#Restated-Refer notes to consolidated financial statements

2. FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY'S AFFAIRS

2.1. CONSOLIDATED

On a Consolidated basis the Operating Revenue was at Rs.29493 crore in FY19 comparedto Rs.26430 crore in FY18. The increase was mainly due to recovery of higher fuel andpower purchase cost related to regulated businesses capacity addition in renewablebusiness and good operational performance by the businesses. The operating profit for theyear under review recorded an 8.72% growth over FY18. Finance costs increased fromRs.3761 crore to Rs.4170 crore largely due to forex other credits in FY18 and otherone-off items. The profits from Joint Ventures (JV) and Associates were lower mainly dueto lower FOB price of coal on account of new regulations in Indonesia impacting the coalmines.

The Consolidated Profit after Tax in FY19 was at Rs.2441 crore compared to Rs.2611crore in FY18 mainly due to lower profits from coal companies on account of lower FOBprice. The current year exceptional items include gain on sale of investments in associatecompanies viz. Tata Communications Limited (TCL) and Panatone Finvest Limited (PFL)partially offset by impairment provisions of Rithala plant. The previous year'sexceptional items include reversal of impairment provision of investment in coal miningmade in earlier years.

[Refer Section 10-Management Discussion and Analysis (MD&A) of this report fordetails]

2.2. STANDALONE

On a Standalone basis the Operating Revenue stood at Rs.7688 crore in FY19 comparedto Rs.7301 crore in FY18. The increase was mainly due to higher fuel cost and powerpurchase cost being passed through for the regulated business and positive effect ofMulti-Year Tariff (MYT) order for the Mumbai license area.

The profit in FY19 was at Rs.1709 crore as compared to a loss of Rs.3151 crore lastyear. This was mainly due to provision of Rs.4330 crore for impairment of investments inMundra Georgia and Trombay generating station in FY18.

The Earnings per Share (Basic and Diluted) in FY19 stood at Rs.2.63 before exceptionalitems and at Rs.5.90 after exceptional items.

(Refer Section 9-MD&A of this report for details)

2.3. EXCEPTIONAL ITEMS

CGPL-Coal Mines SBU: Considering the fact that the investment in Indonesian coalmines were made to secure coal supply to CGPL and an adverse impact on CGPL is offset tosome extent by the investment in the coal mines the said investments have been treated asa single Cash Generating Unit (CGU). This has a significant impact on how the impairmentof the combined CGU is assessed every year as per Ind AS 36.

The combined effect of these two had resulted in an impairment of Rs.3555 crore of theinvestment in CGPL in the standalone accounts and reversal of impairment of Rs.1887 crore(part amount of earlier impairment provided) of investment in coal mining companies inconsolidated accounts of FY18.

Entry Tax:

The Company had received demands in respect of entry tax on import of fuel for Trombayplant. During the year under review Government of Maharashtra has notified an amnestyscheme for settlement of arrears of tax interest and penalty. The Company has decided toavail of the scheme and accordingly recognized a provision of Rs.345 crore towardssettlement as per the above scheme. The amount has been recognised as revenue to theextent recoverable from consumers.

Sale of Investments in Associate Companies:

During the year under review the Company sold investments in TCL and PFL which wereclassified as assets held for sale in FY18. The resultant gain on sale of investments ofRs.1213 crore and Rs.1897 crore has been included as an exceptional income in thestandalone and consolidated financial statements respectively.

Others (only in the consolidated accounts): Impairment of Rs.106 crore for thecarrying amount of Rithala power plant has been made in Tata Power Delhi DistributionLimited (TPDDL) due to no likelihood of its operation with gas not being available atadministered prices and the partial disallowance of tariff by Delhi Electricity RegulatoryCommission (DERC).

No material changes and commitments have occurred after the close of the year underreview till the date of this Report which affect the financial position of the Company.

2.4. ANNUAL PERFORMANCE

Details of the Company's annual financial performance as published on the Company'swebsite and presented during the Analyst Meet after declaration of annual results can beaccessed on the Company's website athttps://www.tatapower.com/investor-relations/inv-info-archive.aspx (alternatively scanthe adjacent QR code using a mobile device to read the file on the Company website).

3. DIVIDEND

Based on the Company's performance the Directors of your Company recommend a dividendof 130% ( Rs. 1.30 per share of Rs.1 each) subject to the approval of the Members.

According to Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) the top500 listed entities based on market capitalization calculated as on 31st March of everyfinancial year are required to formulate a dividend distribution policy which shall bedisclosed in their annual reports and on their websites.

Accordingly the Dividend Policy of the Company is provided in

The Dividend Policy of the Company can also be accessed on the Company's website athttps://www. tatapower.com/corporate/policies.aspx (alternatively scan the adjacent QRcode using a mobile device to read the policy on the Company website).

4. CURRENT BUSINESS

Your Company is present across the value chain of power business viz. GenerationTransmission Distribution Power Trading Power Services Coal Mines and Logistics SolarPhotovoltaic (PV) manufacturing and associated Engineering Procurement & Construction(EPC) services.

The Company has re-organised itself into 4 business verticals in order to bring focusand accountability. These segments will eventually be converted to Strategic BusinessUnits (SBUs) with individual Profit and Loss (P&L) and Balance Sheet targets of theirown and this change shall be reflected in the consolidated financial statement from nextyear onwards.

Currently the Company (including its subsidiaries) has nearly 33% of its capacity (inMW terms) in clean and green generation sources (hydro wind solar and waste heatrecovery).

As on 31st March 2019 the Tata Power group of companies had an operational generationcapacity of 10957 MW from various fuel sources-thermal (coal gas and oil)hydroelectric renewable energy (wind and solar PV) and waste heat recovery details ofwhich are given below in Table 2.

Details of generation businesses in operation

(Table 2)

Fuel Source State Location Normative Capacity under management (MW) PPA Tenure Return Profile Category Total (MW)
Gujarat Mundra 4150 Long term PPA Bid-based
Maharashtra Trombay 1430* Medium term PPA Regulated
Jharkhand Maithon 1050 Long term PPA Regulated
Thermal-Coal/Oil/Gas Jharkhand Jojobera 548 Long term PPA a) Regulated returns b) Bilaterally negotiated (captive) 7340
Indonesia PT Citra Kusuma Perdana 54 Long term PPA Bilaterally negotiated (captive)
New Delhi Rithala (Gas based) 108 None PPA is being pursued
Jharkhand Jamshedpur 120 Long term PPA Bilaterally negotiated (captive)
Thermal-Waste Heat Odisha Kalinganagar 135 Long term PPA Bilaterally negotiated (captive) 375
West Bengal Haldia 120 Short term PPA Merchant sale and bilateral contracts
Maharashtra Bhira 300
Maharashtra Khopoli 72 Medium term PPA Regulated
Hydro Maharashtra Bhivpuri 75 693
Bhutan Dagachhu 126 Short term PPA Merchant sale
Zambia Itezhi Tezhi 120 Long term PPA Regulated
Renewables Maharashtra Gujarat Madhya Pradesh Karnataka Tamil Nadu Rajasthan Andhra Pradesh and South Africa Wind farms 1161 Long Term PPA Feed-in tariff and bid- driven contracts 2549
Andhra Pradesh Bihar Delhi Gujarat Haryana Jharkhand Karnataka Madhya Pradesh Punjab Rajasthan Tamil Nadu Telangana and Uttar Pradesh Solar Photovoltaic (PV) 1388 Long Term PPA Feed-in tariff and bid- driven contracts 2549
Total 10957

*500 MW capacity (Unit#6) is classified as assets held for sale.

Details of other businesses

(Table 3)

Business Entity Returns/ Earnings Model Key details
Transmission Tata Power (TPC-T) Mumbai 25-year license w.e.f. August 2015-regulated Return on Equity Approx. 1188 Ckms. of transmission lines connecting generating stations to 22 receiving stations.
Powerlinks Transmission Limited (PTL) Regulated Return on Equity Approx. 2328 Ckms. of 220 kV and 400 kV transmission lines to evacuate power from Eastern/North Eastern region to Northern Region.
Distribution Tata Power (TPC-D) Mumbai 25-year license w.e.f. August 2015-Regulated Return on Equity Approx. 4500 Ckms. of distribution network. Approx. 7 lakh consumers.
TPDDL Regulated Return on Equity Approx. 15081 Ckms. of distribution lines. Over 16.96 lakh consumers.
Tata Power Ajmer Distribution Limited (TPADL) Distribution Franchisee model Approx. 2130 Ckms. of network length. Approx. 1.40 lakh consumers.
Coal Investments Coal and Infrastructure Indonesia Returns based on dynamics in International thermal coal market Stake in Indonesian mines.
Solar PV manufacturing EPC Tata Power Solar Systems Limited (TPSSL) Returns based on sector dynamics and market competition Manufacturing and sale of solar PV cells and modules and EPC services.
Power Trading Tata Power Trading Company Limited (TPTCL) Returns based on market dynamics in short term and bilateral power market subject to cap prescribed by CERC Category I power trading license which permits the company to trade any quantum of power.
Shipping Trust Energy Resources Pte. Limited Singapore (TERPL) Returns based on long term charters Vessels operated are of cape size.
Power Services Tata Power Returns based on sector dynamics and market competition One of the leading service providers of project management O&M and specialized services in the power sector.

Percentage contribution of different business models in the Generation segment(excludes those under construction)

Model Returns Tata Power's Projects Capacity (MW) % of overall capacity
Fixed return on equity 1) Regulated Return on Equity 1) Mumbai Operations (Trombay & Hydro) Maithon Jojobera Unit #2 and #3 TPDDL 3892 35.5
2) Bilateral captive agreement 2) IEL (Unit 5 PH6 KPO) Jojobera Unit#1 and #4 CKP (Indonesia)
Fixed Tariff (Renewables) Fixed Tariff (Thermal/ Hydro) Feed-in-tariff + Bid Driven Wind and Solar projects 2549 23.3
Bilateral agreement + Bid Driven CGPL ITPC (Zambia) 4270 39.0
Merchant Market driven Haldia (120 MW) Dagachhu (126 MW) 246 2.2
Total 10957 100

As part of its focus to prepare for the next phase of growth the Company has embarkedupon a plan to Simplify Synergize and Scale-up (3S) its operations. The following keysteps were taken during the year under review:

a) Sale of TCL and PFL;

b) Sale of Strategic Engineering Division (SED);

c) Purchase of 100% shares in Energy Eastern Pte Limited (EEPL) a wholly ownedsubsidiary of CGPL by TERPL a wholly owned subsidiary of the Company;

d) Exploring opportunities to review and monetize overseas investments;

e) Changes in organisational structure.

Sale of Strategic Engineering Division

Your Company decided to sell SED to Tata Advanced Systems Limited a wholly ownedsubsidiary of Tata Sons Private Limited at an enterprise value of Rs.2230 crore. SED isengaged in the business of indigenous design development production integration supplyand life cycle support of mission critical defence systems. The Company had identifiedthis business as a non-core activity and was looking for an appropriate buyer to exploitits full potential. This sale has been approved by the Company's shareholders and ispending approval of National Company Law tribunal (NCLT) and Ministry of Defence. Thetransaction is proposed to be executed on a slump sale basis. The business value is mainlyderived from future projections and orders; hence the sale consideration has been splitinto upfront payment and milestone-based earn outs. The upfront payment has been agreed atan enterprise value of Rs.1040 crore. The upfront value will be adjusted for workingcapital changes and any profits or losses accrued till the time of closing. The balanceearnout payment of Rs.1190 crore is subject to receipt of identified orders spread overthe next 6 years.

Thermal Investment Platform-Acquisition of Prayagraj Power Generation Company Limited

Resurgent Power Ventures Pte Limited is a joint venture based out of Singapore betweenthe Company ICICI Bank Limited and international investors such as Kuwait InvestmentAuthority and State General Reserve Fund of Oman. The Company owns a 26 per cent stake andthe balance is held by the other investors.

In September 2018 Renascent Power Ventures Private Limited a wholly owned subsidiaryof Resurgent Power Ventures Pte Limited Singapore signed a SPA with a consortium oflenders led by State Bank of India to acquire 75.01% stake in Prayagraj Power GenerationCompany Limited (PPGCL) which owns and operates a 1980 MW supercritical power plant inthe state of Uttar Pradesh.

The project has a 25-year PPA for 90% of generated power with UP Discoms with fuel costas pass-through and Fuel Supply Agreement (FSA) with Northern Coalfields Limited (NCL) for90% of its fuel requirement. The matter is pending adjudication by the regulator in lightof certain conditions imposed prior to transfer of the ownership of the target company.

5. SUBSIDIARIES/JOINT VENTURES/ASSOCIATES

As on 31st March 2019 the Company had 50 subsidiaries (40 are wholly-ownedsubsidiaries) 38 Joint Ventures (JVs) and 6 Associates. Of the erstwhile subsidiaries 3companies have been classified as JVs under Indian Accounting Standards (Ind AS) and oneof the investments has been classified as Associate.

During the year under review the following changes occurred in your Company's holdingstructure:

• The entire shareholding in erstwhile associates i.e. TCL and PFL was sold duringthe year. Renascent Power Ventures Private Limited was incorporated in India as a 100%subsidiary to an existing associate i.e. Resurgent Power Ventures Pte Limited.

A report on the performance and financial position of each of the subsidiaries JVs andAssociates has been provided in Form AOC-1.

The policy for determining material subsidiaries of the Company has been provided onthe Company's website at https://www.tatapower. com/corporate/policies.aspx(alternatively scan the adjacent QR code using a mobile device to read the policy on theCompany website).

6. RESERVES

As per Standalone financials the net movement in the reserves of the Company for FY19and FY18 is as follows:

Figures in Rs. crore (Table 5)
Particulars-Standalone As of 31st March 2019

As of 31st March 2018

Capital Redemption Reserve 1.85

1.85

Capital Reserve 61.66

61.66

Securities Premium 5634.98

5634.98

Debenture Redemption Reserve 421.95

1000.61

General Reserve 3853.98

3853.98

Retained Earnings 2954.12

1878.99

Equity Instrument through OCI 330.48

(374.12)

Statutory Reserve 660.08

660.08

The Board of Directors has decided to retain the entire amount of profits for FY19 inP&L account.

7. FOREIGN EXCHANGE-EARNINGS AND OUTGO

(Table 6)

Figures in Rs. crore

Particulars-Standalone FY19

FY18

Foreign Exchange Earnings 116

398

Foreign Exchange Outflow mainly on account of: 1336

1273

• Fuel purchase 1222

1087

• Interest on foreign currency borrowings NRI dividends 4

24

• Purchase of capital equipment components and spares and other miscellaneous expenses 110

162

8. REGULATORY AND LEGAL MATTERS

The businesses of the Company are governed primarily by the Electricity Act 2003 (EA2003) and associated regulations. Mentioned below are the critical regulatory orderspertaining to the Company that were issued during FY19 none of which impact the 'goingconcern' status of your Company.

8.1. COASTAL GUJARAT POWER LIMITED

8.1.1. RECOMMENDATIONS OF THE HIGH-POWERED COMMITTEE (HPC) APPOINTED BY THE GOVERNMENTOF GUJARAT

In order to resolve the viability issues of imported coal- based plants in the state ofGujarat a HPC was set up by the Government of Gujarat in July 2018 and after severalrounds of deliberations with various stakeholders like generators distribution companiesconsumer groups lenders and others it submitted its report in October 2018. Thereafterthe Government of Gujarat filed a petition with the Supreme Court of India (SC) forseeking clarification on whether the said report can be implemented and if the existingPPA can be amended. The SC clarified that the PPA can be amended if all the parties to thePPA agree to do so and its own judgement of April 2017 passed in this case shall notprevent such an amendment. It also asked CERC to consider the matter at the earliest.Accordingly the Company has proceeded to amend the PPA with the five states to whom it issupplying power. The Company is in discussion with all the procurers to obtain theirconsent to the proposed amendments.

8.1.2. CHANGE IN LAW

The Ministry of Environment Forest and Climate Change Government of India(MoEF&CC) vide its notification has revised the environment emissionsnorms mandating all thermal power plants to comply with the same by 2022.

CGPL's PPA provides for considering this as a "Change in Law" event as thislaw was passed after the bidding date (December 2006). Your Company filed a petition withthe CERC for declaring this notification as Change in Law to which the CERC has agreed.This order enables CGPL to recover through tariff the capital cost and additionaloperational expenditure required to be incurred to meet the revised norms.

8.2. INDONESIAN COAL MINES

The Indonesian government in early 2018 introduced a Domestic Market Obligation (DMO)scheme which requires a local coal mining company to sell 25 percent of its production tothe domestic market at a fixed price of USD 70/MT or the market rate whichever is lowerto protect state owned power plants against rising coal prices. This impacted the salerealisation of the mines thereby impacting their profitability. The validity of thepolicy is till December 2019 and the Indonesian Government will review the samethereafter.

8.3. MUMBAI OPERATIONS

8.3.1. MULTI YEAR TARIFF ORDERS OF MERC

Maharashtra Electricity Regulatory Commission (MERC) passed its Mid-Term Review (MTR)Orders for Tariff Determination for FY19-20 for Mumbai Generation Transmission andDistribution Business in the month of September 2018. Review petitions as relevantagainst some of the disallowances in the orders have been filed before the appropriateforum and orders for the same have been issued. Appeals have been filed for various issuesagainst all three orders for Generation Transmission and Distribution and hearings areyet to commence for the same.

8.3.2. ENTRY TAX

Your Company had filed a writ petition before the Bombay High Court (HC) challengingthe constitutional validity of the Maharashtra Entry Tax Act and its applicability on someof our imported raw materials. HC dismissed the writ petition. Aggrieved your Companyfiled Special Leave Petitions (SLP) with the SC and obtained a stay order. Thereafterduring the pendency of the SLP the Government of Maharashtra amended the limitationperiod under the Entry Tax Act with retrospective effect. Aggrieved by this your Companyfiled a Writ Petition in SC on the said issue. SC tagged the same along with our earlierSLP. The matter is now awaited for listing for final hearing and disposal.

The Government of Maharashtra in the meanwhile has issued an Amnesty Scheme forsettlement of arrears of tax interest and penalty levied payable or imposed undervarious acts including Entry Tax. The Company has decided to avail of the scheme andaccordingly recognized a provision of Rs.345 crore towards settlement as per the abovescheme.

8.3.3. EXTENSION OF PPA BETWEEN TPC-G and BEST

MERC vide its order dated 27th February 2018 approved extension of the validity ofthe PPA between Tata Power- Generation (TPC-G) and BEST for 677 MW (excluding Unit#6) till31st March 2019.

Following a re-tendering process BEST signed an agreement on 28th March 2019 to extendthe PPA with TPC-G for a period of five more years till 31st March 2024.

8.3.4. EXTENSION OF PPA BETWEEN TPC-G AND TPC-D

MERC vide its order dated 26th March 2019 approved extension of the validity of thePPA between TPC-G and Tata Power-Distribution (TPC-D) for 700 MW (excluding Unit#6) for aperiod of five more years till 31st March 2024. Both parties signed the PPA on 28th March2019.

8.3.5. DEEMED CLOSURE OF 400 KV VIKROLI RECEIVING STATION AND ALLIED TRANSMISSIONSCHEMES

MERC vide its order on Tata Power-Transmission's (TPC-T) Mid Term Review (MTR)Petition ordered deemed closure of '400 kV Receiving station at Vikhroli' transmissionscheme.

TPC-T had filed a review petition seeking withdrawal of this deemed closure order.MERC in January 2019 dismissed this petition and directed the State Transmission Utility(STU) to submit its recommendations regarding execution of the scheme under tariff-basedbidding guidelines. TPC-T has filed an appeal before the Appellate Tribunal (APTEL)challenging the MERC order and sought expeditious disposal of the appeal. The hearings inthe matter are in progress.

8.4. MAITHON POWER LIMITED (MPL)

PETITION SEEKING REVERSAL OF LIQUIDATED DAMAGES

CERC provisionally deducted ' 160 crore from the capital cost for expected LiquidatedDamages (LD). MPL has filed a petition giving details of actual LD recovery and requestedthe CERC to pass the supplementary order for reversal of this deduction.

8.5. POWERLINKS TRANSMISSION LIMITED (PTL)

TRUING-UP FOR FY10-14 AND MULTI YEAR TARIFF FOR FY14-19

CERC had notified a draft amendment to CERC Tariff Regulations 2014 abolishing thecontinuation of transmission majoration factor for PTL. PTL had objected to such anamendment. CERC vide its amendment notified on 30th January 2019 confirmed admissibilityof transmission majoration factor to PTL for a period of 25 years from the date of issueof the transmission license.

8.6. ENVIRONMENTAL NORMS

MoEF&CC vide its notification has revised the environment emissionsnorms mandating all thermal power plants to comply with the same. Your Company is in theprocess of filing a petition with CERC seeking approval for the capital expenditure andtariff revision in lieu of the same for existing thermal units wherever applicable.

9. RISKS AND CONCERNS

Your Company is faced with risks of different types all of which need differentapproaches for mitigation. Details of various risks faced by the Company are provided insection 4 of MD&A in this Annual Report.

10. RISK MANAGEMENT FRAMEWORK AND INTERNAL FINANCIAL CONTROLS

Risk Management Framework:

The Company has adopted the Risk Management Policy

which can be accessed on the Company's website at https://www.tatapower.com/corporate/policies.aspx (alternatively scan the adjacent QR Code using a mobile device to read thepolicy on the Company website). As per the said policy a standardized Risk ManagementProcess and System has been implemented across Tata Power group. Risk plans have beenframed for all identified risks and uploaded in the system with mitigation action targetdates and responsibility. The Risk Register contains the mitigation plans. Functional RiskManagement Committees closely monitor and review the risk plans.

As per the Listing Regulations a Risk Management Committee (RMC) was constituted whichcurrently comprises three Independent Directors and one NonExecutive Director. The RMCmeets regularly to review critical strategic risks.

The Company was the first power company in India to get ISO 31000:2009 Statement ofCompliance in FY15. In August 2018 the British Standards Institution (BSI) did anassessment of the Company and its eight major subsidiaries and conferred the 'Statement ofCompliance' for Tata Power Group for ISO 31000:2009. The Company also bagged two awardsfor its Risk Management System.

The Company has obtained two copyrights for Risk Management-one for its RiskQuantification process and another for its web-based Risk Management System.

Internal Financial Controls and Systems:

The Company has its internal audit function which reviews and ensures sustainedeffectiveness of Internal Financial Controls (IFC) by adopting a systematic approach toits work.

To fulfil the requirements of the Companies Act 2013 (Act) the in-house internalaudit team integrated IFC controls into risk control matrix (RCM) of enterprise processesin FY18. 100% testing of IFC controls was ensured during process audit or creatingseparate audit areas of IFC testing where process audits were not due.

On review of the internal audit observations and action taken on audit observationsthere are no adverse observations having material impact on financials commercialimplications or material non-compliances which have not been acted upon.

The Company continued the Control Self-Assessment (CSA) process which included sevenTata Power group companies this year whereby responses of all process owners were used toassess internal controls in each process. This helps the Company to identify focus auditareas design the audit plan and support CEO/CFO certifications for internal controls.

11. SAFETY

Safety is a core value for the Company and is given topmost priority. The Company hasdeveloped and implemented standards and procedures in order to achieve world- classsafety practices. This has helped in establishing a safety culture and inculcating safebehaviour among the employees and business associates. This ensures zero harm to everyoneassociated with the Company's operations directly or indirectly.

The Company is committed to provide a safe and healthy working environment for itsemployees and associates. A Company-level occupational health and safety policy exists inline with Tata group's occupational health and safety policy. This ensures increasedvigilance and awareness on health and safety. Safety organisation has been established fordeveloping and implementing Safety Management Systems and to facilitate a change inculture through leadership interventions to mitigate risks.

Safety Statistics FY19:

(Table 7)

Sl. No Safety Parameters in your Company's work jurisdiction (Tata Power CGPL MPL IEL CTTL PTL TPDDL and TPSSL) FY19
1 Fatality (Number) 2
2 LTIFR (Lost Time Injuries Frequency Rate per million-man hours) 0.26
3 Total Injury Frequency Rate (No of injuries per million-man hours) 1.72
4 Reporting of Safety Observation (higher the better) 140828

Your Company is deeply aggrieved by the fatalities and accidents. It treats anyfatality in any of its premises of any of its employees contractor/associate employeesor any third party with equal gravitas and is committed to taking the entire workingenvironment and behaviour to the highest safety standards.

Your Company has increased its efforts on safety by adopting the following safetyinterventions in FY19 to improve safety in the organisation:

• Launched a campaign on Life Changing Injuries and Fatality Elimination Program(LIFE) across the Company.

• Received ISO 45001:2018 certification due to improvements in the safetymanagement system.

• Used analytics for safety indices to enhance safety performance through evolvedinsights.

• Organised Best Safety Practices Conclaves for horizontal information sharing.

• Deployed Tata Power's Safety Management System in JVs and Subsidiaries.

• Used a focussed approach on unsafe work stoppage to eliminate the hazard atsource.

• Competency building and site safety enhancement of renewable sites.

12. SUSTAINABILITY

Taking forward the century old legacy of being a responsible corporate citizen yourCompany continued its journey of practising sustainability in alignment with the corevalue of Leadership with Care. For your Company sustainability is about care for theenvironment customers and shareholders community and for our people.

The Company's efforts on sustainability were recognized at various platforms and atestimony to this were the various awards bestowed upon it. Your Company was ranked 6th inthe Responsible Business Ranking for Sustainability and CSR released in November 2018 andwon the ICSI CSR Excellence Award 2018 (in medium category) conducted by the Institute ofCompany Secretaries of India. Your Company also bagged the 2018 CSR Award for Educationand Energy Conservation constituted by Indo-American Chamber of Commerce and Industry.Your Company also got the Social Impact Award for CSR for promoting Best SanitationPractices at Asia Level and Best Sustainable Green Initiative for the Mahseer conservationprogram by ACEF Forum 2018.

12.1. CARE FOR OUR COMMUNITY/COMMUNITY RELATIONS

Your Company actively worked on five thrust areas viz. education health andsanitation livelihood and skill building water and financial inclusivity in whichfifteen flagship interventions were undertaken in the vicinity of the Company's businesspresence and beyond while maintaining focus on Affirmative Action (AA) initiatives oftheTata group.

Tiie CSR policy of the Company ll has been provided on the Company's website athttps:// www.tatapower.com/corporate/ policies.aspx (alternatively scan ft the adjacentQR code using a mobile device to read the policy on the Company website). The Company'sstandalone CSR spend for FY19 stood at Rs.12.66 crore against the Act requirement ofRs.12.65 crore.

Details of the consolidated CSR activities of your Company and its key subsidiaries arelisted in the MD&A section of this annual report. The annual report on CSR activities(standalone) is provided in Annexure-II to this Report.

12.2. AFFIRMATIVE ACTION

Under its Affirmative Action (AA) program your Company continued to focus onupliftment of dalit and tribal communities through 5Es under AA viz. EmploymentEntrepreneurship Employability Education and Essential Amenities around its operatingsites.

As part of the enhanced focus Tata Power Skill Development Institute (TPSDI) inducted25% trainees from AA communities and achieved more than 80% placements post-training. Intotal 1.3 lakh beneficiaries were covered under AA.

Around 1050 women were covered under 'Dhaaga' a Women Empowerment initiative. Out ofthis 20% women were from AA communities and were provided training on garment makingtraditional handicrafts and other income generation initiatives which helped them generateRs.2500 as average monthly income.

Besides this your Company also engaged in nurturing vendors and suppliers from AAcommunities to help with job creation.

12.3. CLUB ENERJI

Tata Power's Club Enerji is focused on school students to help champion the noble causeof resource conservation and to enhance moral and civic values. The Club has been workingceaselessly towards creating responsible citizens of tomorrow who focus on conservingenergy and natural resources waste management combatting climate change and activecitizenship. Yearly theme for FY19 was 'Saying No to Plastics'.

Recognizing the immense value that schools can bring to the initiative and taking dueconsideration of social needs the Company started 'Tata Power Club Enerji' in 2007 topropagate efficient usage of energy and to educate the society on climate change issues.The program has now reached out to 553 schools across Mumbai Delhi Pune AhmedabadBengaluru Kolkata Ajmer Belgaum Jamshedpur Lonavala and five more cities. It hasreached out to more than 2.38 crore citizens collectively saved 29.8 million units. Allover India 2000 mini clubs have also been formed under the Club Enerji initiative.

Some of key highlights this year include conducting rallies and skits based on resourceconservation and saying no to plastics session on urban bio diversity a nationwidecontest called "Bijli Bachao "which received more than 1000 entries from Indiaand abroad. Additionally Club Enerji also collaborated with Yes Bank to spread themessage of conservation across its branches. The program is also a case study in IIMAhmedabad and has been featured at IIM-A's TEDx event under the theme 'Inspiring theFuture'.

The initiative has won several domestic and international accolades and has also beenrecognized as a best practice within Tata group. In FY18 Club Enerji won the ABCI awardfor its module on active citizenship. It also won the prestigious ET CSR Leadership awardunder the category 'Cause Branding' and PRCI (Public Relations Council of India) award forthe Club's revamped website under the 'Digital Newsletter' category.

12.4. SUSTAINABILITY REPORTING

Your Company has adopted the Global Reporting Initiative (GRI) Standards for itsupcoming Sustainability Report for FY19 which is currently under preparation to reporton sustainability performance specific to the Indian operations of your Company viz.generation transmission and distribution. The Company's Sustainability Reports can beaccessed on the Company's website at https://www.tatapower.com/sustainability/communication.aspx (alternatively scan the adjacent QR code using amobile device to read the policy on the Company website).

12.5. BUSINESS RESPONSIBILITY REPORT (BRR)

The Business Responsibility Reporting is in line with the SEBI requirement based on the'National Voluntary Guidelines on Social Environmental and Economic Responsibilities ofBusiness' notified by Ministry of Corporate Affairs (MCA) Government of India in July2011. Your Company reported its performance for FY19 as per the BRR framework describinginitiatives taken from an environmental social and governance perspective.

12.6. PREVENTION OF SEXUAL HARASSMENT

Disclosures in relation to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 have been provided in the Report on CorporateGovernance as well as MD&A.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL Change in Board Composition

Mr. Anil Sardana resigned as CEO & Managing Director of the Company effective closeof business hours on 30th April 2018.

Mr. Praveer Sinha was appointed as CEO & Managing Director of the Company for aperiod of 5 years from 1st May 2018 to 30th April 2023. His appointment as CEO &Managing Director was approved at the 99th Annual General Meeting (AGM) by the Members.

Mr. Ashok S. Sethi has superannuated from the services of the Company w.e.f. close ofbusiness hours on 30th April 2019 on completing 65 years of age as per the guidelinesadopted by the Company for retirement of Executive Directors. Consequently he has ceasedto be COO & Executive Director of the Company effective the said date. The Board hasplaced on record its deep sense of appreciation of the valuable contribution made by Mr.Sethi to the operations and growth of the Company during his long association with theCompany.

On the recommendation of the Nomination and Remuneration Committee (NRC) Mr. AshokSinha was appointed as Additional and Independent Director of the Company for a period of5 years from 2nd May 2019 to 1st May 2024 subject to approval of the Members at theensuing general meeting.

In accordance with the requirements of the Act and the Company's Articles ofAssociation Mr. Banmali Agrawala retires by rotation and is eligible for re-appointment.Members' approval is being sought at the ensuing AGM for his re-appointment.

Number of Board Meetings

Seven Board Meetings were held during the year under review. For further detailsplease refer to the Report on Corporate Governance which forms a part of this AnnualReport.

Independent Directors

In terms of Section 149 of the Act and the Listing Regulations Mr. Nawshir H. MirzaMr. Deepak M. Satwalekar Ms. Anjali Bansal Ms. Vibha Padalkar Mr. Sanjay V. BhandarkarMr. K. M. Chandrasekhar and Mr. Ashok Sinha are the Independent Directors of the Companyas on date. The Company has received declarations from all the Independent Directorsconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Act read with rules framed thereunder and Regulation 16(1)(b) of the ListingRegulations. In terms of Regulations 25(8) of the Listing Regulations the IndependentDirectors have confirmed that they are not aware of any circumstance or situation whichexists or may be anticipated that could impair or impact their ability to discharge theirduties.

At the AGM held on 13th August 2014 Mr. Mirza and Mr. Satwalekar were appointed asIndependent Directors of the Company for a period of 5 years. Thus they will hold officetill 12th August 2019.

Key Managerial Personnel

In terms of Section 203 of the Act the following are the Key Managerial Personnel(KMP) of the Company as on 31st March 2019:

• Mr. Praveer Sinha CEO and Managing Director

• Mr. Ashok S. Sethi COO & Executive Director (superannuated on 30th April2019)

• Mr. Ramesh N. Subramanyam Chief Financial Officer

• Mr. Hanoz M. Mistry Company Secretary

Codes of Conduct for Directors and Employees

The Company has adopted a Code of Conduct for its Non-Executive Directors including acode of conduct for Independent Directors which suitably incorporates the duties ofIndependent Directors as laid down in the Act. The Company has also adopted the Tata Codeof Conduct for its employees including the Managing and Executive Directors. The abovecodes can be accessed on the Company's website athttps://www.tatapower.com/corporate/policies.aspx (alternatively scan the adjacent QRCode using a mobile device to read the policy on the Company website).

In terms of the Listing Regulations all Directors and senior management personnel haveaffirmed compliance with their respective codes. The CEO & Managing Director has alsoconfirmed and certified the same which certification is provided at the end of the Reporton Corporate Governance.

14. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Act andListing Regulations.

The performance of the Board was evaluated by the entire Board after seeking inputsfrom all the Directors on the basis of criteria such as the Board composition andstructure effectiveness of Board processes information and functioning etc. Theperformance of the Committees was evaluated after seeking inputs from the Committeemembers on the basis of criteria such as the composition of Committees effectiveness ofCommittee meetings etc. The above criteria are based on the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on 5th January 2017.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors the Board as a whole and the Chairman of the Company after taking into accountthe views of Executive Directors and Non-Executive Directors was evaluated. The Board andthe NRC reviewed the performance of individual directors on the basis of criteria such asthe contribution of the individual director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In the Board meeting that followed the meeting of the IndependentDirectors and meeting of the NRC the performance of the Board its Committees andindividual Directors was also discussed. Performance evaluation of Independent Directorswas done by the entire Board excluding the Independent Director being evaluated.

Outcome of evaluation process

Based on inputs received from the members it emerged that the Board had a good mix ofcompetency experience qualifications and diversity. Each Board member contributed inhis/her own manner to the collective wisdom of the Board keeping in mind his/her ownbackground and experience. There was active participation and adequate time was given fordiscussing strategy. Some of the directors felt that the grievance redressal mechanism ofinvestors etc. required to be reviewed by the Board. Overall the Board was functioningvery well in a cohesive and interactive manner.

15. REMUNERATION POLICY FOR THE DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read withPart D of Schedule II to the Listing Regulations the NRC is responsible for formulatingthe criteria for determining qualification positive attributes and independence of aDirector. The NRC is also responsible for recommending to the Board a policy relating tothe remuneration of the Directors Key Managerial Personnel and other employees. In linewith this requirement the Board has adopted the Policy on Board Diversity and DirectorAttributes which is provided in Annexure-III to this Report and Remuneration Policy forDirectors Key Managerial Personnel and other employees of the Company which isreproduced in Annexure-IV to this Report.

16. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority.

The following statutory Committees constituted by the Board function according to theirrespective roles and defined scope:

• Audit Committee of Directors

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

Details of composition terms of reference and number of meetings held for respectivecommittees are given in the Report on Corporate Governance which forms a part of thisReport. Further during the year under review all recommendations made by the AuditCommittee have been accepted by the Board.

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

The information on conservation of energy and technology absorption stipulated underSection 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 isattached as Annexure-V to this Report.

18. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attachedas Annexure-VI.

The information required under Rule 5(2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in the Annexure formingpart of this Report. In terms of the proviso to Section 136 of the Act the Report andAccounts are being sent to the Members excluding the aforesaid Annexure. Any memberinterested in obtaining the same may write to the Company Secretary at the RegisteredOffice of the Company. None of the employees listed in the said Annexure are related toany Director of the Company.

Officers of the organisation are classified into five management work levels i.e. MAMB MC MD and ME. The work levels are further divided into grades. Nonmanagementemployees are across different grades and also have been classified as unskilledsemi-skilled skilled and highly skilled.

19. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing

Regulations the Company has formulated a Policy on Related Party Transactions and thesame can be accessed on the Company's website at https://www.tatapower.com/corporate/policies.aspx (alternatively scan the adjacent QR Code using a mobile device to read thepolicy on the Company website).

During the year under review all transactions entered into with related parties wereapproved by the Audit Committee. Details of transactions with related party as per FormAOC-2 are provided in Annexure-VII to this Report.

20. DEPOSITS

(Table 8)

Sl. No. Particulars Amount in '
1. Accepted during the year Nil
2. Remained unpaid or unclaimed at the end of the year* 258105
3. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved NA
• At the beginning of the year
• Maximum during the year
• At the end of the year
4. Details of deposits which are not in compliance with the requirements of Chapter V of the Act NA

*This amount pertains to disputed/court cases.

21. LOANS GUARANTEES SECURITY AND INVESTMENTS

The Company being an infrastructure company is exempt from the provisions asapplicable to loans guarantees security and investments under Section 186 of the Act.Therefore no details are provided.

22. EXTRACT OF ANNUAL RETURN

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the extract of Annual Return in Form MGT-9 isprovided in Annexure-VIII to this Report.

The extracts of the Annual Return of the Company can also be accessed on the Company'swebsite at https:// www.tatapower.com/investor- relations/a nnual-return.pdf(alternatively scan the adjacent QR Code using a mobile device to read the policy on theCompany website).

23. STATUTORY AUDITORS

At the 98th AGM held on 23rd August 2017 the Members had approved the appointment ofM/s. S R B C & CO. LLP (SRBC) Chartered Accountants (ICAI Firm RegistrationNo.324982E/E300003) as the Statutory Auditors for a period of 5 years commencing from theconclusion of the 98th AGM until the conclusion of the 103th AGM to be held in the year2022. Pursuant to Sections 139 and 141 of the Act read with the Companies (Audit andAuditors) Rules 2014 SRBC has furnished a certificate of their eligibility and consent asthe Auditors of the Company.

The standalone and the consolidated financial statements of the Company have beenprepared in accordance with Indian Accounting Standards (Ind AS) notified under Section133 of the Act.

The Statutory Auditor's report does not contain any qualifications reservationsadverse remarks or disclaimers.

The Statutory Auditors were present at the last AGM.

24. BRANCH AUDITORS

Members' approval is being sought vide Item No. 6 of the Notice for authorizingthe Board of Directors to appoint Branch Auditors for the purpose of auditing the accountsmaintained at the Branch Offices of the Company abroad.

25. COST AUDITORS

Your Board has appointed M/s. Sanjay Gupta and Associates Cost Accountants as CostAuditors of the Company for conducting cost audit for FY20. A resolution seekingratification of remuneration payable to the Cost Auditors for FY20 is provided at Item No.7 of the Notice of the ensuing AGM.

Pursuant to Section 148 of the Act your Company carries out an annual audit of costaccounts relating to electricity. The Cost Audit Report and the Compliance Report of yourCompany for FY18 was filed on 13th August 2018 with the Ministry of Corporate Affairsthrough Extensive Business Reporting Language (XBRL) by M/s. Sanjay Gupta and AssociatesCost Accountants before the due date of 30th September 2018. Further the cost accountsand records as required to be maintained under Section 148 of the Act are duly made andmaintained by the Company.

26. SECRETARIAL AUDITORS

M/s. Parikh & Associates Company Secretaries were appointed as SecretarialAuditors of your Company to conduct a Secretarial Audit of records and documents of theCompany for FY19. The Secretarial Audit Report confirms that the Company has complied withthe provisions of the Act Rules Regulations and Guidelines and that there were nodeviations or non-compliances.

The Secretarial Audit Report does not contain any qualifications reservations oradverse remarks or disclaimers. The Secretarial Audit Report is provided in Annexure-IX tothis Report.

As per the requirements of the Listing Regulations Practicing Company Secretaries ofthe respective material subsidiaries of the Company have undertaken secretarial audits ofthese subsidiaries for FY19. The Audit Report confirms that the material subsidiaries havecomplied with the provisions of the Act Rules Regulations and Guidelines and that therewere no deviations or non-compliances.

27. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of SecretarialStandards 1 and 2.

28. CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the Listing Regulations and relevant sections of the Acta Management Discussion and Analysis Statement Report on Corporate Governance andAuditors' Certificate thereon are included in the Annual Report.

29. VIGIL MECHANISM

Your Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting the highest standards of professionalism honestyintegrity and ethical behaviour. In line with the Tata Code of Conduct (TCOC) any actualor potential violation howsoever insignificant or perceived as such would be a matter ofserious concern for the Company. The role of the employees in pointing out such violationsof the TCOC cannot be undermined.

Pursuant to Section 177(9) of the Act and Regulation 4(2)(d)(iv) of the ListingRegulations a Whistleblower Policy and Vigil Mechanism was established for directorsemployees and stakeholders to report to the management instances of unethical behaviouractual or suspected fraud or violation of the Company's code of conduct or ethics policy.The Vigil Mechanism provides a mechanism for employees of the Company to approach theChief Ethics Counsellor (CEC)/Chairman of the Audit Committee of the Company forredressal. The Company has revised the Whistleblower Policy to include "reporting ofincidents of leak or suspected leak of unpublished price sensitive information" interms of SEBI (Prohibition of Insider

Trading) Regulations 2015 as amended from time to time. The revised Policy wasrecommended by the Audit Committee and J approved by the Board at their respectivemeetings. The updated policy has been posted on the I Company's website athttps://www.tatapower.com/corporate/policies.aspx (alternatively scan the adjacent QRCode using a mobile device to read the policy on the Company website). The Company affirmsthat no personnel have been denied access to the Audit Committee.

30. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of IFC and compliance systems established and maintained by theCompany work performed by the internal statutory cost auditors secretarial auditorsand external consultants including audit of IFC for financial reporting by the statutoryauditors and the reviews performed by management and the relevant Board Committeesincluding the Audit Committee the Board is of the opinion that the Company's IFC wereadequate and effective during FY19.

Accordingly pursuant to Section 134(5) of the Act the Board of Directors to the bestof its knowledge and ability confirm that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no 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 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 (refer section 10);

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

31. ACKNOWLEDGEMENTS

On behalf of the Directors of the Company I would like to place on record our deepappreciation to our shareholders customers business partners vendors-both internationaland domestic bankers financial institutions and academic institutions for all thesupport rendered during the year under review.

The Directors are thankful to the Government of India the various ministries of theState Governments the central and state electricity regulatory authorities communitiesin the neighbourhood of our operations municipal authorities of Mumbai and localauthorities in areas where we are operational in India; as also partners governments andstakeholders in international geographies where the Company operates for all the supportrendered during the year under review.

Finally we appreciate and value the contributions made by all our employees and theirfamilies for making the Company what it is.

On behalf of the Board of Directors

N. Chandrasekaran
Chairman
Mumbai 2nd May 2019 (DIN: 00121863)