SJVN Ltd Directors Report.

Dear Members,

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

The following financial highlights for the year ending 31 March 2020 briefly encapsulate 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 FY 2019-20 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 crore during 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 crore against 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 by Rs.9.32 crore, PY Rs.2.27 crore mainly due to inclusion of proportionate share of profit of 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 of February 2020. In addition, your Board has recommended a final dividend of Rs.0.50/- Paisa per 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 Sankhuwasabha District of Eastern Nepal. The project is a run of the river scheme with 4 hours peaking and will generate 3924 MU energy annually. SJVN bagged the project through International Competitive Bidding. Memorandum of Understanding for the execution of this Project was signed with Government of Nepal on 02.03.2008. The project has been allotted to SJVN on BOOT basis, to be operated by SJVN for 25 years after construction and thereafter transfer back 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 plan, promote, 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 of Nepal (IBN), GoN on 25.11.2014. As per PDA, project is scheduled to be completed in 5 years reckoned from financial closure. Financial Closure has been achieved on 06.02.2020 for Rs.6333 Cr. through consortium of five Indian and two Nepalese banks.

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

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

Honble Prime Ministers of India and Nepal, jointly laid the foundation stone of this project on 11 May, 2018. Main works are divided into four packages namely-Dam works and 3.1 Km HRT (C-1 Package); 8.76 km HRT, Surge Shaft, Power House, TRT (C-2 Package); Hydro Mechanical 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 all fronts. Heading excavation of diversion tunnel has been completed and benching and overt lining is under progress. HRT excavation under this package is also in progress and 1.67 km out of 3.1 km has been completed. Dam abutment stripping at left and right bank is in progress and 42% has been completed. Work of intake tunnel excavation has also been taken up.

Civil package-2 consisting of Power House civil works plus 8.6 km HRT was awarded on 19.03.2018 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 out of 8.6 km heading excavation was completed. After completion of central gullets of power house and transformer hall, benching excavation at both fronts is under progress. MAT to power house, Tail Race Tunnel and collection gallery is being excavated. Surface excavation 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 construction power 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, the substation within India is being proposed to be changed to Sitamarhi for which the GoI would be shortly sending its formal communication. Out of this, Nepal portion of 217 km from 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, 2017 Price Level on 08.03.2019 for the Nepal portion of transmission line to be constructed by SAPDC. Case for diversion of forest land is under approval with GoN. Notification has already been issued by GoN in respect of 6 out of 7 districts for acquisition of private land.

MoU has been signed with PGCIL for project management consultancy for execution of transmission line stretch in Nepal. Construction work is to be carried out through five packages. Out of these, two packages for construction of towers have been awarded and survey work is in progress. LoI for award of substation package has also been issued and other 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 on River Tons, a major tributary of River Yamuna in Uttarkashi District of Uttarakhand. The project is designed as run-of-the-river project and has the potential to generate 265.5 MU of energy in a 90% dependable year.

Memorandum of Understanding for execution of Naitwar Mori HEP was signed with the Government of Uttarakhand on 21.11.2005. Techno-economic approval of the project was accorded by CEA, GoI on 02.03.2010. Environment clearance was accorded on 16.06.2016 and stage-II Forest clearance on 05.08.2016. For diversion of Forest land required for the project, lease agreement was signed on 01.12.2017. Investment approval for an estimated cost of Rs.648.33 Cr. was accorded by GoI on 16.10.2017 at December, 2016 Price Level as per which, project is to be completed in 48 months from date of award of Major Civil Works i.e. from 05.12.2017.

Honble Union Minister of State (Independent Charge) for Power and Honble Chief Minister 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 been completed. Construction of Project offices, Guest House and residential accommodation is in progress. Main Civil Work at various fronts are in full swing. River was diverted on 31.01.2019 and excavation of barrage along with concreting is in progress. Work of RCC retaining walls and construction of u/s and d/s coffer dam is completed. Excavation of Desilting Tank has been completed and concreting is in progress. Excavation of Power Intake structure and Power Channel is in progress. Excavation of Adit-1 & Adit-2 to HRT 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 service bay level and central gullet to the Transformer Hall has been completed. Excavation of Cable cum Ventilation Tunnel, Main Access Tunnel, Adit to Surge Shaft, excavation of Adit from MAT to MIV floor, central gullet for junction of pressure shaft and excavation of Pressure Shaft-2 bottom horizontal has been completed. Excavation of Pressure Shaft-1, TRT, and Power House & Transformer Hall is in progress. Concreting of EOT crane beam in power house has also been completed.

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

Electro-Mechanical works package was awarded on 11.06.2018 to M/s Voith Hydro Private Limited, Noida and contract agreement was signed on 20.07.2018. Layout drawings of different components submitted by Contractor are being vetted/ approved. Embedment parts for 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 and Bihar Power Infrastructure Company for the development of 1320 MW Thermal Power Project as per 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 State Electricity Board (later Bihar State Power Holding Company Limited, BSPHCL) for 85% share of power generation on bus bar rate. This has been now assigned to Bihars State Distribution companies.

SJVN acquired the Project Executing Company i.e. Buxar Bijlee Company Private Limited on 04.07.2013. The name of Buxar Bijlee Company Private Limited was changed to SJVN Thermal Private Limited (STPL), a wholly owned subsidiary company of SJVN Limited on 17.10.2013.

Investment approval for carrying out pre-construction activities of the project amounting to Rs.436.68 Crores was accorded by GoI on 26.05.2015. MoEF&CC has accorded Environment Clearance on 28.02.2017. Mutation of 1058.335 acre private land for project components 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 to Rs.10,439.09 Crores. Foundation stone for the project was laid by Honble Prime Minister of India on 09.03.2019.

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

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

Consultancy work for preparation of DPR for setting up of Rail Infrastructure for the project was awarded to M/s RITES Ltd on 16.03.2016. The DPR was prepared and submitted to East 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 BTPP has been granted by Ministry of Coal. For coal linkage, Amrapali and Magadh coal blocks have been identified as source by Central Coalfields Ltd. (CCL). Acquisition of land for railway infrastructure, land for water pipeline corridor, Main Gate & extra land, is under process. Draft SIA study report for Land for Rail infrastructure has been submitted to Distt. Administration and is under process.

PMC of rail infrastructure including tendering and award of rail infrastructure works has been awarded to M/s RITES Ltd. on 13.06.2019. Center line marking of major bridges and route survey has been completed by RITES. LOA for supply of rails (Package-1) has been issued to SAIL. Procurement of remaining Railways Packages is under tendering stage. Consent to Establish (NOC) was granted by Bihar State Pollution Control Board on 03.09.2019

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

Work for construction power i.e. construction of 33 KV line & 33 KV/11 KV sub-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 and Druk Green Power Corporation (DGPC), Bhutan are implementing the project jointly. JV Company registered as

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

Inter-Governmental Agreement between Royal Government of Bhutan (RGoB) and Government of India (GoI) for implementation of project was signed on 22.04.2014. Honble Prime Minister of India laid the foundation stone of project on 16.06.2014. National Environment Commission (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 presence of Honble Minister of External Affairs, GoI (through VC) and Honble Foreign Minister, RGoB

Construction of bridges and approximately 33 km approach roads to different work fronts/ sites have been completed. Site offices at Power House, Adits 2, 4, 5 & 6, Surge 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 Duksum Buyang 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 been completed and the required construction power is available at project site.

All Major Civil works have been divided in three (03) packages and NITs for all packages were floated in October, 2019. Techno-Commercial bids have been opened on 19.02.2020 and are under evaluation. List of packages is as below:

1. KC-1: Construction of River diversion works, Dam, Intake, Desilting Arrangement and HRT 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 including construction 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 including construction of Adit VI, Surge Shaft, Butterfly Valve Chamber, Pressure Shafts, Power House 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 on river Satluj in Shimla, Kullu and Mandi districts of Himachal Pradesh. However, in March 2015, GoHP advised to review the possibility of executing Luhri HEP as multi-stage project instead 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 by SJVN to harness the Hydel potential of Satluj River between Rampur and Kol Dam Hydro Electric Projects. Govt. of H.P. re-allotted all three projects on "Stand Alone Basis" to SJVN on 29.08.2017. MOU was signed with Govt. of Himachal Pradesh on 25.09.2019.

Luhri HEP STAGE-1(210MW):

It is a Run-of-the-River (RoR) scheme with installed capacity of 210 MW, located on river Satluj, near village Nirth spread over Shimla and Kullu Districts of Himachal Pradesh. 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.86.53 Cr. was received from GoI on 08.02.2018. Ground breaking ceremony of project held in the presence of Honble Minister of Home Affairs, Govt. of India and Honble Chief Minister of Himachal Pradesh on 27.12.2019.

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

For the acquisition of private land, GoHP has approved SIA report on 17.10.2018. In Shimla district, private land is being purchased directly from landowners at negotiated price. Out of 13 ha private land, 6 ha has been purchased. In Kullu district, land is being acquired through LARR Act 2013 for which notification under section-11 has been issued 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 on 18.11.19. For investment approval of project, draft PIB Memo was submitted to MoP on 31.07.19. Draft PIB Memo circulated by MOP on 11.02.2020. After attending comments of concerned 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 stands finalized by CEA at village Nanj. Detailed survey of transmission line from Power House to common pooling station was completed on 27.11.2019. Diversion of NH is required for project 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 for award 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 Nanj, in Shimla, Kullu and Mandi districts of Himachal Pradesh. The Project will generate 632 MU of energy in a 90% dependable year. Investment approval for carrying out pre-construction activities 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. Five out of nine pre-DPR Chapters i.e. Hydrology, International aspects, Storage vs RoR, Power potential and Inter-state aspects have been cleared. Balance four pre-DPR chapters are under examination in CEA. Drilling and drifting works for geological investigation have been completed.

For Environment Clearance, draft EIA/EMP report has been prepared by consultant on 29.04.19 and shall be finalized after approval of CAT plan, which is under process of approval with GoHP.

For acquisition of private land, draft SIA report has been submitted to GoHP on 19.10.2019 and Public hearings conducted. After incorporating comments of public hearings, final SIA report stands submitted to GoHP on 18.01.2020. Expert group constituted by GoHP for appraisal of SIA report.

For diversion of forest land, the case submitted to Forest Department, GoHP on 29.06.19. Land (302 ha) required for Compensatory Afforestation has been identified. Tree enumeration in forest land is in progress. NoCs for non-availability of non-forest land for project components issued by concerned DCs. Draft CAT plan submitted to Forest Department on 10.05.2019 for approval.

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

SUNNI DAM HEP (382 MW):

It is a run of river type scheme situated on river Satluj near Khaira village in Shimla and Mandi districts of Himachal Pradesh. The Project shall generate 1382 MU of energy in a 90% dependable year.

DPR has been submitted in CEA on 30.08.2019. Meeting was held in CEA on 14.10.2019. Out of 24,18 aspects have been cleared by CEA.

Draft EIA/EMP report was finalized on 07.09.2018, however, as per revised guidelines issued by GoHP, CAT plan is being revised. EIA/EMP report shall be finalized after approval of revised CAT plan.

For diversion of forest land, revised case submitted to Forest Department, GoHP on 19.11.2019. Three forest divisions involved. After processing by concerned CF/ CCFs, cases submitted CCF cum Coordination Officer, Shimla. 795 ha of land required for compensatory afforestation 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 Forest department.

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 Preliminary enquiry under LARR Act, 2013.

For evacuation of power, location of common pooling station for projects has been finalized by CEA at village Nanj near project site. Work of detailed survey of line and field 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 on river Beas, in Hamirpur and Kangra districts of Himachal Pradesh. The Project is a run-of-the-river scheme and holds potential of generating 304 MUs of electric energy in a 90% dependable year. MOU signed with Govt. of Himachal Pradesh on 25.09.2019. Ground breaking ceremony of project held in the presence of Honble Minister of Home Affairs, Govt. of India and Honble Chief Minister of Himachal Pradesh on 27.12.2019.

Govt. of Himachal Pradesh accorded TEC of DPR on 25.06.2011. Environment Clearance was accorded by Govt. of India on 21.02.2013. Forest clearance stage-1 was accorded by MoEF&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 of Stage-2 forest clearance on 02.11.2019. Observations raised by MOEF&CC on 13.12.2019 and replied on 21.02.2020. MoEF & CC had raised observation regarding approved R&R plan 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 land owners at negotiated price. Purchase of land is in process and 3356 kanal private land out of 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. land under progress.

For investment approval, PIB proposal was submitted to MoP on 31.07.2019. Project cost amounting 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/ Agencies have been replied.

iii) DEVSARI HEP (252 MW):

Project is a Run-of-the-River (RoR) scheme located on river Pinder, a major tributary of river Alaknanda in district Chamoli of Uttarakhand. The scheme was cleared by GoUk with installed capacity of 252 MW in October, 2007 and by Standing Technical Committee in April, 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. In order to comply with the gazette notification, the capacity of the project is being revised to 162 MW and the revision of DPRis in process. Nine pre-DPR chapters have been prepared and submitted to CEA on 26.12.19 as per revised e-flows and 3 chapters cleared, balance 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 compliance report of FC Stage-1 was submitted to MoEF&CC on 28.11.2018. Observations raised by MoEF&CC are being replied.

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

For acquisition of private land, award of private land issued by DM, Chamoli on 10.07.2019. Land compensation amount has been deposited with Distt. Administration. Detailed verifications of shareholders and their account detail is being collected in association with revenue department for disbursement of compensation to individual beneficiary.

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

Tariff of project is on higher side and matter is being taken up with GoUk for granting concessions 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 River Supin, a tributary of River Tons in Uttarkashi District of Uttarakhand. The project is designed 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 of project has been accorded by GoI at an estimated cost of Rs.84.50 Cr. on 15.09.2017. GoUk has issued TEA of DPR on 03.06.19. Environment clearance was recommended by EAC, MoEF on 26.12.2019.

Application for diversion of Forest land was submitted to MoEF&CC, GoI on 05.12.2016. 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 RO, MOEF, and Dehradun on 30.09.19. Observations raised by REC replied to GoUk on 24.02.2020 and further submitted to RO, MoEF&CC, Dehradun. Further, observations raised by RO, MoEF&CC are being attended.

For private land acquisition, SIA report was approved on 26.06.19. Notification under section-11 of RFCTLARR Act 2013 was issued on 03.08.2019. Corrigendum to notification under section-11 after attending the observation of PAFs issued by government on 18.01.2020.

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 granted by 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 in Distt. Kinnaur of Himachal Pradesh. GoHP allotted this project to SJVN on 24.11.2018 on BOOT basis. MoU was signed on 25.09.2019. Project office has been opened at Reckong Peo, in Distt. Kinnaur.

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

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

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

vi) BARDANG HEP (138 MW):

Project was allotted to SJVN by GoHP on 09.08.2019 on BOOT basis. Template MoU was signed with GoHP on 25.09.2019. Domain of project i.e. FRL and TWL were obtained from GoHP on 07.03.2020. Project office at Udaipur, Lahaul & Spiti established. Survey and site specific 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 obtained from GoHP on 07.03.2020. Project office at Udaipur, Lahaul & Spiti established. Survey and 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 on 23.10.2019 on BOOT basis. Template MoU signed with GoHP on 06.11.2019. Project office at Udaipur, Lahaul & Spiti established. PFR with enhanced capacity of 458 MW submitted in CEA. Survey and site specific data collected and preliminary chapters of DPR are being prepared.

SOLAR PROJECTS

CHARANKA SOLAR POWER STATION:

SJVNs 5.6 MW Charanka Solar Power Station has been commissioned on 31.03.2017. The project is located at Charanka Solar Park in Gujarat in an area of about 25.95 acres. The project has been conceived under REC Mechanism and the PPA for brown power has been signed with GUVNL on 03.03.2017. Total 6409 RECs (Renewable Energy Certificates) have been traded in FY 2019-20 & on cumulative basis 18168 RECs with no pending inventory. The project has 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 comprises 56 Wind Energy Generators (WEGs) each of capacity 0.85 MW. The project started generation w.e.f. 20th January 2014, with the commissioning of 1st lot of 25 WEGs and attained full generation capacity by commissioning the last 56th WEG on 20.05.2014. The project has been registered with IREDA for availing Generation Based Incentive (GBI) @ Rs.0.50 / kWh with a cap of Rs.1 Crore per MW. Total Gross Generation from the plant for FY 2019-20 was 55.04 MU.

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

SJVN has successfully commissioned its second Wind Power Project of 50 MW capacity, comprising 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 generated in FY

2019-20. PPA has been signed with Gujarat Urja Vikas Nigam Limited (GUVNL) for 38 MW on 30.01.2018 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 strictly adheres to all policies and guidelines of the Ministry of Environment, Forest and Climate Change (MoEF&CC), Govt. of India (GoI) concerning identification and mitigation of environmental impacts of projects. To achieve sustainable development, studies like Environmental Impact Assessment (EIA), Environment Management Plan (EMP), Dam Break Analysis, which are a part of the Comprehensive Environmental Impact Assessment Study, are carried out through highly reputed organizations/consultants. All environmental aspects are suitably addressed in the Environment Impact Assessment & Environment Management Plan reports. Suitable measures are adopted to negate any adverse impact on the environment and ecology during construction and operation stages. Every care is taken to implement and abide by the laws of the land in respect of the environment and ecological safeguards.

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

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

For the implementation of the Catchment Area Treatment (CAT) plan, INR 12.96 Crores have been deposited against the CAMPA fund. DPR of CAT plan is finalized by State Forest Department.

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

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 proposed in 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 ha of civil soyam and forest land has been carried out. The physical and financial progress report is awaited from the State Forest Department.

800 no. of various species of tree saplings like, Jacaranda, Kachnar, Amla, etc. have been planted in consultation with State Forest Department at appropriate locations in the project area.

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

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

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

In addition to the above, SJVN has made following additional endeavors for promoting a sustainable 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 NJHPS, Jhakri in Shimla District. Further, the project has installed a solar heating system and solar 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 District and will be commissioned soon.

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

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

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

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

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

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

Campaigns to stop single-use plastic were organized.

8. CSR AND SUSTAINABILITY

An annual report of Corporate Social Responsibility, highlighting the Companys CSR Policy, details of expenditure on CSR and overview of projects / programs / activities undertaken by the Company during FY 2019-20 in format prescribed under Companies (CSR Policy) Rules 2014 is annexed as Annexure-V and forms an integral part of this Directors Report.

9. REHABILITATION AND RESETTLEMENT

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

Well before any project is taken up for execution, Social Impact Assessment (SIA) study is carried out to ensure that the potential socioeconomic benefits accrued from the project out weigh the likely social costs and adverse social impact. Public consultation meetings with the stakeholders are held by the project authorities to make the local communities aware of developmental facilities to be created in the fields of health, education, sanitation, drinking water, approach roads and other community assets of the project and their benefits to the society. Subsequently, the R&R plan is devised based on conclusive findings derived from the socio-economic survey carried out by an independent expert agency. The R&R plan thus devised and approved essentially prescribes mitigation measures for reconstruction and regeneration of economies of the PAFs.

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

The R&R plans have been successfully implemented in 1500 MW Nathpa Jhakri Hydro Power Station (NJHPS) and 412 MW Rampur Hydro Power Station (RHPS) both located in Himachal Pradesh whereas R&R plan is in the execution stage in 60 MW Naitwar Mori Hydro Electric Project (NMHEP), Uttarakhand. Several benefits under R&R Plan, like direct employment subject to availability of employment and suitability of the candidates or financial assistance in place of employment to start a tailor-made self-employment units/startups, farm training, alternate agriculture land, constructed houses to houseless PAFs in rehabilitation colonies or cash assistance in lieu there of to houseless PAFs, shop plots in a shopping complex to the displaced shopkeeper to retain their livelihood, shops in the market complex, subsistence allowance, financial assistance to vulnerable group families, etc. as per admissibility have been provided. Vehicles required for Project works are hired from PAFs on preference basis and petty contracts are offered to local contractors on a preference basis. In addition to these benefits, other infrastructure and community development facilities in areas of Village Infrastructure development, Health, Education, Sports are being provided. Under Village Infrastructure, development of village paths, roads, rain shelters, bus stand, Panchayat Bhawan, Community Centers,

Mahila Mandal Bhawans etc. are taken up. In health, facilities like hospital, free Medicare through mobile health vans, drinking water, sewerage system are being supported. Educational facilities includes rooms, buildings, playground, furniture to local schools, scholarship to students. Apart from the above, support for the promotion of sports, financial support for girl child, daughters marriage etc. have also been provided.

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

Under NMHEP, the Project R&R Grievance Redressal Committee has been constituted under the Chairmanship of R&R Administrator Uttarkashi and as per the recommendations of the Committee various infrastructural works and community development facilities are being undertaken.

The land acquisition process by direct negotiations as well as under Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013 in all the three stages of Luhri Hydroelectric Projects (LHEP), HP has been initiated. The Social Impact Assessment (SIA) Study of 210 MW LHEP stage-I (H.P) has been carried out by GOHP empaneled agency and the preliminary notification under section 11 is published. Award for SIA study in 172 MW LHEP stage II is under process. The social impact assessment study of 382 MW LHEP stage III (Sunni Dam) is being carried out through GOHP empaneled agency.

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

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

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

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

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

The World Bank Mission has monitored the R&R activities carried out in NJHPS from time 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 rare for India, and can be considered as one of the best examples of resettlement implementation in bank assisted projects in India. It should be considered as an example for other projects.

10. RESEARCH AND DEVELOPMENT

SJVN has always maintained a commitment towards Research and Development, Innovation, Technology 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 MoU signed with MoP is as following:

Developing scientific mechanism / model for hydrology forecasting of Satluj river for 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 has organised 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 in Rampur Hydro Power Station.

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

11. HUMAN RESOURCES

The total manpower on the rolls of SJVN (Direct Recruits and Absorbed employees) was 1475 as on 31.03.2019. The strength of HPSEB / HP Govt. employees on deputation on the above date was 104.

The total manpower on the rolls of SJVN (Direct Recruits and Absorbed employees) as on 31.03.2020 is 1477 and the strength of HPSEB / HP Govt. employees on deputation on the above 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 value to key stakeholders.

In an effort to add to the organizational capability, PCMM (People Capability Maturity Model) has been adopted by SJVN. SJVN has been successfully appraised as a PCMM Level-3 organization by CMMI Institute, USA in March, 2020 which means SJVN HR processes are benchmarked to global best practices that help reinforce a competency and performance driven culture. It also demonstrates SJVNs Leaderships commitment to attracting, developing and motivating its human capital towards business growth and realization of its Shared Vision.

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

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

Also, to percolate the Shared Vision of "5000 MW by 2023, 12000 MW by 2030 and 25000 MW by 2040" down the line and to motivate the employees to march towards this vision, two big conclaves "Ascendant Gen-X" and "Ascendant Gen-Y" were organized for idea sharing by Executives which also included motivational talks by top Motivational Speakers of India.

Apart from above, special training programs for women employees of SJVN were also conducted in which 100% women employees were imparted training on Leadership Development and Work-life balance.

12. INDUSTRIAL RELATIONS

Regular Meetings are held with the representatives of the various Associations / Unions to sort out the local issues as well as policy related matters. Recreational, Cultural and Sports function on different occasions were also held, thus, resulting in better employee employer 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, Listing Agreements, Government Guidelines, and Code of Corporate Governance of your Company, on the following matters is placed at respective annexures and form integral part of Directors 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 Annexure III

d. Information on Conservation of Energy, Technology Absorption and Foreign Exchange earnings and out go Annexure IV

e. Annual Report on Corporate Social Responsibility & Sustainability

Annexure V f. Business Responsibility Report Annexure VI g. Extract of Annual Return in Form MGT 9 Annexure - VII h. Certificate regarding Non-Disqualification of Directors Annexure - VIII i. Secretarial Audit Report Annexure IX

j. Managements 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, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures, if any;

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

the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 company and that such internal financial controls are adequate and are operating effectively; and

the Directors have devised proper systems to ensure compliance with the provisions of all 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 confirming that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure 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 the Financial Year 2019-20. The Report of the Secretarial Auditors for the year ended 31.03.2020 is placed at Annexure-IX. Reply of Management to observations of Secretarial 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 Consolidated Accounts for the year ended 31.03.2020 is placed at Annexure-XI and Annexure-XIII respectively. Reply of Management to observations of Statutory Auditor on Internal Financial Control on the Standalone and Consolidated Accounts are placed at Annexure-XII and Annexure-XIV respectively. Observations/ Comments of the Comptroller and Auditor General (C&AG) of India on the Standalone and Consolidated Accounts for the year ended 31.03.2020 are placed at Annexure-XV and Annexure-XVI respectively. Comments of C&AG being NIL the reply by the Management thereto is not applicable.

20. EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT 9 as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is Annexed as Annexure-VII.

21. COST AUDIT

Pursuant to the Central Government directions to audit Cost Accounting Records as maintained by the Company, your Company appointed M/s Balwinder & Associates, Cost Accountants, as Cost Auditor for the year 2019-20. The Cost Audit Report for the year ended 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 to ensure the integrity of financial and accounting information, promote accountability and prevent fraud. Financial controls are process, policies and procedures that are implemented to manage finances.

The company has adequate internal control system and the transactions/ processes are guided by delegation of powers, policies, rules, guidelines and manuals framed in compliance with relevant laws and regulations. The organizational structure is well defined in terms of structured authority/responsibility involved at each particular hierarchy / level.

The company has sufficient internal control over financial reporting to ensure assurance regarding the reliability of financial reporting and in the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

In order to ensure adequacy of internal control system, internal audit is conducted by the independent Chartered Accountants firms in close coordination with companys own Internal Audit Department. The Internal Audit process includes review and evaluation of effectiveness of existing processes, controls, and compliances. It also ensures adherence to rules, procedures, policies and systems and mitigation of the operational risks perceived for each area under audit.

It is also informed that significant Audit observations and Action Taken Reports are placed before the Audit Committee headed by Independent Directors. The recommendation and directions 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 Consolidated Financial Statements read with Ind AS-111 on Joint Agreements and Ind AS-112 on Disclosure of Interest in other entities, the Audited Consolidated Financial Statements are provided in the Annual Report.

24. BOARD OF DIRECTORS

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

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

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

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

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

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

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

I. Shri Sushil Kumar Sharma was appointed as Whole Time Director (Electrical), of the Company 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 the Directors therein is mentioned in the Corporate Governance Report.

25. BOARD LEVEL COMMITTEES

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

26. KEY MANAGERIAL PERSONNEL

In compliance with Section 203 of the Companies Act, 2013, following have been designated 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. of India, all possible efforts have been made by the company to achieve the targets as specified by the Department of Official Language.

Under section 3.3(I) of Official Language Act cent percent documents were issued bilingually & all the letters received in Hindi were replied to in Hindi. Companys website 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 of incentive schemes are under implementation namely Payment of increment of three months during the year, for doing his/her whole office work in Hindi and during the year and under this scheme a total 169 Employees / Officers were awarded cash prizes amounting Rs. 9,20,590/-(Approx.).

Nine (9) Hindi workshops / seminars have been organised and 168 executives and non-executives have been trained. Organising of Hindi quiz competitions on national / important occasions and other competition (i.e. Nibhand (Essay writing), Kahani, Noting-drafting, Shabdarthgyan, Sulekh & Vichar Abhivyakti competition) is a regular feature and besides this number of competitions were also organized during "Hindi fortnight". In these competitions 120 no. of employees were awarded cash prizes amounting to Rs.1,54,100/- .

To popularize Hindi amongst the students of Schools / Colleges / Institutions / Universities situated in the vicinity of projects as well as Corporate Office, Shimla various Hindi competitions were organized during the year under review and 110 students were awarded cash prizes amounting to Rs.1,09,500/-. Govt. of India, Ministry of Power has informed regarding award of NTPC Rajbhasha Shield Third Prize to SJVN for its outstanding 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 Hindi magazine "Himshakti" was published and circulated. Out of total expenditure on purchase 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 commendation for work in the form of various Awards and Accolades as under:-

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

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

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

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

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

29. PARTICULARS OF LOANS GIVEN, INVESTMENTS

MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized 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 the following 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 receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys 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 guidance extended by various Ministries / Departments of the Government of India, particularly, Ministry of Power, Ministry of Finance, Ministry of External Affairs, Ministry of Environment & Forest, Central Electricity Authority, Central Water Commission, Geological Survey of India, the Government of Nepal, the Government of Bhutan, the Government of Himachal Pradesh, particularly, the Departments of Power, Finance and Forests, the Pollution Control Board, State Governments of Bihar, Uttarakhand, Arunachal Pradesh, Gujarat and Maharashtra, the State Electricity Boards and the World Bank.

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

The Board also places on record its deep appreciation of valued cooperation extended by the Office of the Comptroller and Auditor General of India and the Auditors. Last but not least, the Board commends the hard work and dedicated efforts put in by the employees of the 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