undefined share price Directors report


To

The Shareholders,

Your Directors have pleasure in presenting the Fifty Fourth Annual Report together with the Audited Financial Statements of your Company for the financial year ended on March 31,2023.

1. PERFORMANCE HIGHLIGHTS

1.1 Summary of performance

The highlights of performance of your Company for the financial year 2022-23, with comparative position of previous years performance, were as under:

(Rs. in crore)

Parameter

FY 2022-23 FY 2021-22

Loans Sanctioned

2,68,460.54 54,421.76

Disbursements

96,846.30 64,150.21

Recoveries (including interest)

82,910.87 91,681.72

Total Operating Income

39,208.06 39,132.49

Profit Before Tax

13,738.77 12,424.90

Profit AfterTax

11,054.64 10,045.92

Total Comprehensive Income

10,083.60 9,986.85

1.2 Financial performance

TheTotal Operating Income of your Company for the financial year 2022-23 was Rs.39,208.06 crore,as compared to Rs.39,132.49 crore during the financial year 2021-22.

The Profit after Tax and Total Comprehensive Income for the financial year 2022-23 were Rs.11,054.64 crore and Rs.10,083.60 crore respectively, as compared to Rs.10,045.92 crore and Rs.9,986.85 crore for the financial year 2021 -22.

Earnings Per Share (EPS) for the financial year ended March 31,2023 was Rs.41.85 per share of Rs.10/- each, as against EPS of Rs.38.02 per share for the last year. Net Worth of the Company as on March 31, 2023 has increased to Rs.S7,679.67 crore, i.e., 13.13% higher than the Net Worth of Rs.50,985.60 crore as on March 31,2022.

The Gross Loan Asset Book of your Company as on March 31, 2023 was Rs.4,35,011.79 crore, as compared to Rs.3,85,371.26 crore as on March 31, 2022. Further, the outstanding borrowings as on March 31,2023 were Rs.3,74,616.42 crore.

1.3 Share capital

As on March 31, 2023, the authorized share capital of the Company was Rs.5,000 crore, consisting of 500 crore equity shares of Rs.10/-each.

During the financial year, pursuant to comprehensive guidelines on Capital Restructuring by CPSEs issued by the Department of Investment and Public Asset Management (DIPAM), Ministry of Finance, Government of India and based on the audited financial statements of the Company for the previous year, with the approval of shareholders, the Company had issued bonus shares to its shareholders in the month of August 2022, in the ratio of 1:3, i.e., one (1) bonus equity share of Rs.10/- each fully paid-up for every three (3) existing equity shares of Rs.10/- each fully paid-up and consequently issued 65,83,06,000 (sixty five crore eighty three lakh six thousand only) new equity shares of

Rs.10/- each, by capitalizing a sum not exceeding Rs.658,30,60,000 out of the sum standing to the credit of itsSecurities Premium Account.The said bonus shares rankpari-passu with the existing fully paid equity shares of the Company.

Accordingly, after above bonus issue, the issued and paid-up share capital of the Company increased to Rs.2,633.22 crore, consisting of 2,63,32,24,000 equity shares of Rs.10/- each. As on March 31, 2023, Power Finance Corporation Limited, a Government of India undertaking, held 52.63% of the paid-up equitysha re capital oftheCompany, comprising of 1,38,59,93,662 equity shares of Rs.10/- each and the balance 47.37% paid-up equity share capital was held by public shareholders.

1.4 Dividend

For the financial year 2022-23, the Board of Directors of your Company recommended a final dividend of Rs.4.35/- per equity share of face value of Rs.10/- each (43.5% of the paid up share capital), which is subject to approval of the shareholders in the ensuing 54th Annual General Meeting. The above is in addition to the 1st Interim Dividend of Rs.5.00/- per equity share (50% of the paid up share capital) paid on November 24,2022 and 2nd Interim Dividend of Rs.3.25/- per equity share (32.5% of the paid up share capital) paid on February 28,2023.

The total dividend for the financial year 2022-23, including the proposed final dividend, amounting to Rs.12.60 per share of face value of Rs.10/- each, which is 126% (post bonus) of the paid-up share capital of the Company against a dividend of Rs.11.48 per share of face value of Rs.10/- each, paid in previous year, which was 114.8% of the post bonus paid-up share capital of the Company.

The total dividend pay-out for the financial year 2022- 23, including the proposed final dividend, would be Rs.3,317.86 crore. The dividend is paid in accordance with the Companys Dividend Distribution Policy, which is available at https://recindia.nic.in/uDloads/files/Dividend Distribution Policv.pdf.

1.5 Policy initiatives

The policy framework of the Company is constantly reviewed, updated and strengthened, to enhance business value and to meet the statutory requirements and amendments thereto.

During the financial year 2022-23, the Company strengthened its corporate governance framework, with amendment in materiality of related party transactions & dealing with Related Party Transactions policy and adoption of Environment, Social and Governance (ESG) Policy.

In order to enhance the competitive position in the market, the Company has modified, updated or introduced business oriented policies e.g. financial assistance to DISCOMs for clearance of outstanding dues under late payment surcharge policy, long term investment policy, scale based regulations compliance policy and internal

capital adequacy assessment process policy, investment of short term surplus funds policy, long term investment policy on Maharatna status,expected credit loss (ECL) policy along with assumption/ parameters for computation of ECL, interest rate policy for long term and shortterm loans,policy for extension in scheduled DCCO/COD, credit policy for power generation projects in state sector and outsourcing policy for non-IT support & peripheral servicesetc.

During the year under review, the Company also updated its HR related policies.

2. FINANCIAL REVIEW

2.1 Summary of Financial Results

The summary of audited financial results of the Company for the financial year 2022-23, vis-a-vis the previous financial year, is given as under:

(Rs. in crore)

Particulars

Standalone

Consolidated

FY 2022-23 FY 2021-22 FY 2022-23 FY 2021-22

Revenue from Operations

39,208.06 39,132.49 39,478.26 39,269.05

Other Income

44.67 97.96 41.90 70.15

Total Income

39,252.73 39,230.45 39,520.16 39,339.20

Finance Costs

23,737.66 22,052.91 23,733.33 22,050.96

Net translation / transaction exchange loss

1,114.04 799.05 1,114.04 799.05

Fees and Commission Expense

16.29 16.73 16.29 16.73

Net loss on fair value changes

- - - -

Impairment on financial instruments

114.91 3,473.31 142.17 3,470.02

Other Expenses

531.06 463.55 616.66 560.10

Total Expenses

25,513.96 26,805.55 25,622.49 26,896.86

Share of Profit / Loss of Joint Venture accounted for using equity method

- - - (11.81)

Profit Before Tax

13,738.77 12,424.90 13,897.67 12,430.53

Tax Expenses

(2,684.13) (2,378.98) (2,730.69) (2,394.83)

Profit After Tax

11,054.64 10,045.92 11,166.98 10,035.70

Other Comprehensive Income for the period

(971.04) (59.07) (971.04) (57.90)

Total Comprehensive Income

10,083.60 9,986.85 10,195.94 9,977.80

Add: Opening Balance of Retained Earnings and Other Comprehensive Income

6,675.66 4,225.00 6,946.34 4,504.73

Amount available for appropriation

16,759.26 14,211.85 17,142.28 14/482.53

Less: Appropriations

Special Reserve created u/s 36(1 )(viii) of the Income Tax Act, 1961

(2,674.96) (3,080.70) (2,674.96) (3,080.70)

Reserve for bad and doubtful debts u/s 36(1)(viia) of the IncomeTax Act, 1961

- - - -

Reserve Fund u/s 45-IC of Reserve Bank of India Act, 1934

(2,211.15) (2,010.00) (2,211.15) (2,010.00)

Debenture Redemption Reserve

- - - -

General Reserve

- - - -

Impairment Reserve

- - - -

Issue expenses on Perpetual Debt Instruments (net of taxes)

- - - -

Coupon payment on Instrument Entirely Equity in Nature (Perpetual Debt Instruments) (Net ofTaxes)

(33.30) (34.12) (33.30) (34.12)

Sub-total: Appropriations

(4,919.41) (5,124.82) (4,919.41) (5,124.82)

Less: Dividend payments to Owners

(3,120.37) (2,411.37) (3,120.37) (2,411.37)

Closing Balance of Retained Earnings and Other Comprehensive Income

8,719.48 6,675.66 9,102.50 6,946.34

2.2 Contribution to National Exchequer

During the financial year 2022-23, the Company contributed an amount of Rs.2,805.76 crore to the National Exchequer, which included Rs.2,734.75 crore towards direct taxes and Rs.71.01 crore towards GST.

2.3 Ratio analysis

A comparative statement of significant ratios of the Company for the financial year 2022-23 vis-a-vis the previous financial year, is given below:

Particulars

FY 2022-23 FY 2021-22

Earnings Per Share ( Rs.)

41.85 38.02

Return on Average Net Worth (%)

20.35 21.28

BookValue per Share ( Rs.)

219.05 193.63

Debt Equity Ratio (times)*

6.49 6.41

Price Earnings Ratio (times)"

2.75 2.42

Interest Coverage Ratio (times)

1.58 1.56

*Net debt represents principal outstanding, less cash and cash equivalent available.

*PE Ratio is calculated based on closing price of RECs Equity Share at NSE, as on March 31,2023 and as on March 31,2022 respectively.

^Figures are adjusted on account of issue ofbonus shares in the ratio of 1:3. 2.4 Resource mobilization

2.4.1 Total resource mobilization during the year

During the financial year 2022-23, the Company mobilized funds of Rs.86,984 crore from the market. This included Rs.10,036 crore from External Commercial Borrowings in different currencies, long and short rupee term loans from banks and financial institutions of Rs.22,911 crore and Rs.1,250 crore (including Rs.100 crore short term loan rolled over for 1 year during FY 2022-23) respectively, Rs.12,154 crore from Capital Gains Tax Exemption Bonds, Rs.25,545 crore (after adjusting discount) from Institutional Bonds, Rs.15,088 equivalent to USD 1,800.00 million and EUR 69.77 million from FCNR(B) loans.

2.4.2 Redemption and pre-payment

During the financial year 2022-23, the Company repaid a sum of Rs.46,520.32 crore. This includes repayment amounting to Rs.21,405.40 crore towards Institutional Bonds, Rs.1,501.66 crore towards Tax-free Bonds, Rs.3.36 crore towards Capital Gain Tax Exemption Bonds, Rs.2,789.95 crore towards External Commercial Borrowings, equivalent of USD 350.00 Million, Rs.10,383.72 crore of FCNR loans equivalent of USD 1300.00 Million and Rs.146.23 crore of Official Development Assistance (ODA) loan equivalent of USD 12.00 Million, Euro 5.26 million and JPY 188.58 million. The Company also repaid long term loans amounting to Rs.10,290 crore to various banks.

2.4.3 Cost of borrowing

The overall weighted average annualized cost of funds for the outstanding borrowing as on March 31,2023 was 7.28% and for the funds raised during the financial year 2022-23

was 6.94%. Further, during the financial year 2022-23, your company had raised funds of Rs.25,291.30 crore through listed bonds, at a cost 7.63% p.a., which is 16 bps lower tha n the rates of similarly rated instruments issued by other CPSEs/entities (margin over Reuters).

2.4.4 Cash credit facilities

The Company has an approved cash credit / working capital demand loan /overdraft limit of Rs.10,657.65 crore from various banks for its day-to-day operations, out of which Rs.3,679.75 crore was availed as on March 31,2023.

2.4.5 Perpetual Debt Instruments

Your Company had raised an amount of Rs.558.40 crore by issue of 5,584 Perpetual Debt Instruments (PDI) (Series 206) of face value of Rs.10 lakh each, which carry coupon rate of 7.97%. As on March 31,2023, the said instruments form 1.00% of the Tier-I capital of the Company. These PDI have no maturity and are callable only at the option of the Company after 10 years and relevant detailed disclosure on PDI is appearing in note no. 25 of the notes to accounts of the standalone financial statements forming part of this Annual Report.

2.4.6 Green Bonds issued by REC

In alignment with Indias Climate action plan to increase the renewable energy capacity with an ultimate objective to reduce the carbon emissions and carbon intensity, REC raised USD 750 Million in April 2023 for a tenor of five years through USD Green Bonds.These bonds are listed exclusively at IFSC Stock exchanges, i.e., India INX and NSE IFSC in GIFT City, Gandhinagar, Gujarat. The bond issuance was the first Green Bond issuance by an Indian Company post Indias G20 Presidency and the largest ever Green Bond Tranche by a South & South-East Asian issuer. The proceeds from these bonds are being utilized towards eligible green projects in accordance with RECs Green Finance Framework.

Annual Impact Reporting for Green Bonds

REC had raised USD 450 million Green Bond in July 2017 for a tenor of ten years, which are listed on the International Securities Market (ISM) segment of London Stock Exchange and Singapore Stock Exchange.

Use of Proceeds: The proceeds have been utilized to finance Solar, Wind and Renewable Purchase Obligations including refinancing of eligible projects as defined in the Green Bond framework of REC, contributing to positive environmental impact and also strengthening Indias energy security by reducing fossil fuel dependency.

KPMG, India has provided its post-verification Independent Assurance Report based on the Green bond framework of REC and the same has also been certified by the Climate Bonds Standard Board of Climate Bond Initiative on July 17,2018.

In accordance with the Green Bond framework, REC has created a Green Portfolio, managed through a well laid internal tracking system, updated on regular basis, to monitor, establish and account for the allocation of the proceeds for such Green Portfolio.

Management of Proceeds: The net proceeds from the Bonds of USD 450 Million amounting to Rs.2,894 crore were allocated against the following projects as on March 31,2023:

(Rs. in crore)

SI. No. Location

Capacity (in MW) Loan sanction date Annual energy generation in MWh Sanction amount Outstanding Amount

A. SOLAR

1 Karimnagar.Telangana

15 11.11.2016 26,554.53 89.84 59.20

2 Telangana

30 21.09.2016 54,073.69 179.62 124.12

3 Telangana

30 21.09.2016 57,251.93 179.62 124.39

4 Warangal, Telangana

15 11.11.2016 24,110.55 89.84 59.37

5 Andhra Pradesh

500 24.02.2016 6,55,195.74 2,480.00 1,486.80

6 Karimnagar.Telangana

15 11.11.2016 29,023.23 89.84 59.18

7 Ranga Reddy,Telangana

5 27.01.2016 6,181.16 26.90 17.93

8 Medak, Telangana

7 26.11.2015 12,018.33 39.90 25.93

9 Karimnagar.Telangana

15 11.11.2016 29,404.49 89.84 59.19

10 Chitradurga, Karnataka

30 17.04.2017 28,477.90 150.39 105.48

11 Mansa and Sangrur, Punjab

50 21.05.2016 78,675.84 169.69 112.16

12 Kudligi, Karnataka

20 31.12.2018 42,662.45 84.00 65.45

13 Belgaum, Karnataka

15 31.12.2018 32,079.46 63.86 49.87

14 Bagalkot, Karnataka

15 31.12.2018 32,141.35 64.08 50.05

15 Bagalkot, Karnataka

15 31.12.2018 32,521.15 66.41 52.17

16 Thoothukkudi,Tamil Nadu

252 29.12.2017 5,28,272.25 520.00 467.54

Sub-total (A)

16,68,644.05 4,383.83 2,918.81

B. WIND

1 Mandsaur, Madhya Pradesh

20 28.01.2016 20,444.16 86.63 47.02

Sub-total (B)

20/444.16 86.63 47.02

C. RENEWABLE PURCHASE OBLIG

ATIONS

1 Maharashtra

RPO 24.07.2017 500.00 62.50

Sub-total (C)

500.00 62.50

Grand total (A+B+C)

16,89,088.20 4,970.46 3,028.33

REC is compliant with the requirements of its Green bond framework as per its continuing obligations to ensure that the amount raised through Green Bonds remains invested in the eligible projects as per the Green bond framework during the tenor of bonds.

2.4.7 International Cooperation & Development

Your Company has five lines of ODA (Official Development Assistance) credit with KfW, Germany, four of them have been fully drawn as on March 31, 2023. In financial year 2021-22, REC entered into a fifth loan agreement with KfW for financial assistance of USD 169.50 million. Apart from the above, REC has two lines of ODA credit with JICA, Japan. Both of them have also been fully drawn and repaid.

2.5 Domestic and International Credit Rating

The domestic debt instruments of REC continued to enjoy "AAA" rating, the highest rating assigned by CRISIL, CARE, India Ratings & Research & ICRA-credit rating agencies throughout the financial year 2022-23.

Further, REC enjoys international credit rating from international credit rating agencies Moodys and FITCH of "Baa3" and "BBB-" respectively, which is at par with the sovereign rating of India.There was no revision in the ratings assigned to REC during the financial year 2022-23.

2.6 Investments made during the financial year 2022-23

In terms of RBIs circular on High Quality Liquid Assets (HQLAs) during the financial year 2022-23, Company has invested in State Development Loans and Perpetual Bonds.

Further, 24,91,604 no. equity shares held in NHPC Limited were sold through stock exchange mechanism, at prevailing

market price higher than its purchase price, thus resulting in cumulative gain of T4.70 crore.

Other details of investments made by the Company are appearing in note no. 10 of the notes to accounts of the standalone financial statements.

2.7 Financial status at the close of the year

At the close of the financial year 2022-23, the total resources of your Company stood at Rs.4,64,877.13 crore.

Out of this, equity share capital contributed Rs.2,633.22 crore, instruments entirely equity in nature comprised T558.40 crore, other equity including Reserves & Surplus stood at Rs.54,488.05 crore, financial liabilities including borrowings and other financial liabilities accounted for Rs.4,06,987.95 crore and non-financial liabilities including provisions stood at Rs.209.51 crore.

These funds were deployed as financial assets including long-term and short-term loans, investments etc. of Rs.4,60,591.12 crore and non-financial assets including property, plant & equipment, tax assets etc. of Rs.4,285.67 crore, besides asset classified as held for sale, amounting to Rs.0.34 crore.

3. LOANS SANCTIONED

During the financial year 2022-23, the Company has sanctioned loans worth Rs.2,68,460.54 crore.

The loans sanctioned for the financial year 2022-23 includes Rs.34,529.33 crore towards generation projects, Rs.21,371.11 crore towards renewable energy projects, Rs.1,22,050.50 crore towards T&D projects including the loans under Revolving Bill Payment Facility and Late Payment Surcharge, Rs.85,734.60

crore towards Infrastructure & Logistics projects and Rs.4,775.00 crore towards other loans such as short-term, medium-term loans etc. Details of category-wise sanctions during the year are appearing subsequently in this report.

4. DISBURSEMENTS

During the financial year 2022-23, the Company disbursed an amount of Rs.96,846.30 crore, as against Rs.64,150.21 crore in the previous financial year.

The disbursements for financial year 2022-23 includes Rs.25,049.27 crore towards generation projects, Rs.12,984.89 crore towards renewable energy projects, Rs.27,502.84 crore towards T&D projects, Rs.1,453.29 crore towards Power Infrastructure projects and Rs.29,621.37 crore towards other loans including short term, RBPF etc. The disbursements also included Rs.234.64 crore of counter-part funding under DDUGJY (including DDG component) and SAUBHAGYA schemes of the Government of India.

Apart from above, during the financial year 2022-23, the Company also disbursed subsidy of Rs.1,065.56 crore received from the Government of India under DDUGJY scheme (including DDG component) and SAUBHAGYA scheme of the Government of India.

5. RECOVERIES

5.1 Recoveries during the year

Your Company gives utmost priority to timely realization of its dues towards principal, interest, etc. During the financial year 2022-23, the amount due for recovery including interest for Standard Assets (Stage I & II) was Rs.83,138.84 crore, as compared to Rs.92,696.37 crore during the previous financial year.The Company recovered a total sum of Rs.82,910.87 crore towards Standard Assets (Stage I & II) during the year, as against Rs.91,681.72 crore in the previous financial year. The Company achieved recovery rate of 99.73% for the financial year 2022-23. The principal overdues from defaulting borrowers pertaining to Standard Assets (Stage I & II) as on March 31, 2023 were T167.74 crore. Further, an amount of Rs.1,786.72 crore has been recovered from Credit Impaired Assets (Stage III) in the financial year 2022-23, as compared to T265.33 crore recovered in the previous financial year.

5.2 Credit Impaired Assets

Your Companys Credit Impaired Assets (Stage III) continue to be at low levels. The Company has created "Impairment Reserve" from its profits, which is higher than the minimum requirement specified under Income Recognition, Asset Classification and Provisioning (IRACP) Norms (including standard asset provisioning) issued by RBI.

As on March 31,2023 the Gross Credit Impaired Assets (Stage III) were Rs.14,892.08 crore, which is 3.42% of Gross Loan Assets; and Net Credit Impaired Assets (Stage III) were Rs.4,372.57 crore, which is 1.01% of the Gross Loan Assets.

5.3 Stressed Asset Management

REC continuously works towards resolution of stressed assets, through various frameworks including RBI framework and resolution under Insolvency and Bankruptcy Code (IBC). REC has been able to contain its NPAs at minimum level, i.e., one ofthe lowestamong peer organizations in power sector. During the financial year 2022-23, REC has successfully resolved and upgraded six stressed power projects, as per the details given hereinafter:

(Rs. in crore)

SI. Name of the borrower no. and project

RECs

exposure

Remarks

1 South-East UP Transmission Company Limited (Transmission Project)

922.09 Resolved under IBC

2 Jhabua Power Limited (600 MW Thermal Power Plant in Madhya Pradesh)

321.04 Resolved under IBC

3 Ind Barath Energy (Utkal) Limited

(700 MW Thermal Power Plant in Odisha)

777.00 Resolved under IBC

4 Gati Infrastructure Private Limited

(110 MW Hydro Project in Sikkim)

178.26 Over-dues have been fully paid by the company

5 ATN International Limited

9.45 Resolved

through

OTS

outside

IBC

6 Silicon Valley Infotech Limited

2.91 Resolved

through

OTS

outside

IBC

TOTAL

2,210.75

6. APPRAISAL AND MONITORING SYSTEM

6.1 Appraisal system for financing private sector projects

Your Company has its own guidelines for appraisal of private sector projects. The appraisal of the promoter or entity is carried out on the basis of financial performance, credit- worthiness, management proficiency and sectoral experience ofthe promoter entities. The project appraisal is carried out on the basis of various technical parameters like statutory clearances, PPA, infrastructure etc.Thus,Integrated Ratingof the project is arrived at, on the basis of combined ratings of entity and project. RECs interest rates and security structure are linked to the grades or integrated ratings assigned to private sector projects. Further, during the financial year 2022-23, the Entity Appraisal Guidelines for financing the Private sector projects were also reviewed and modified as per the best market practices.

6.2 Grading of state power utilities, JVs, companies, entities etc.

Your Company has a well-defined policy and guidelines for grading of State power utilities (excluding State Discoms, State Electricity Boards / Utilities with integrated operations and Power Departments). The grading of State power utilities (generation, transmission, trading, holding company etc.) is carried out twice during a year, based on the evaluation ofthe utilitys performance against specific parameters, operational and financial performance, regulatory compliances, annual financial results etc. With regard to State power distribution utilities (including SEBs / utilities with integrated operations and Power Departments), your Company adopts the final annual integrated ratings carried out by independent rating agencies, after approval of framework and rating by the Ministry of Power, Government of India.The rating framework for integrated rating of discoms have been reviewed and modified by external consultant.

For the purpose of funding, your Company has classified the utilities/entities into A++, A+, A, B & C categories. During the financial year 2022-23,your Company has completed grading in respect of 143 utilities (excluding State Government), out of which 20 utilities were graded as A++, 38 as A+, 30 as A, 19 as B, 32 utilities as C category and 1 utility as D category. Further, 3 utilities were non-responsive, therefore not graded.

6.3 Project Monitoring

Being a leading financial institution, REC has developed an elaborate and comprehensive project-monitoring framework, which aims to ensure timely completion of projects, reduce risks and mitigate cost overruns in the projects. It is also the Companys endeavour to reduce the cost of electricity for the end consumer, benefitting nation in terms of industrial growth and increased per capita electricity consumption.

The Project Monitoring guidelines adopted by the company covers whole gamut of steps for overall rigorous monitoring of projects. The frequency of monitoring is finalised based on various factors like loan sector, type of project, construction

stage and the size of disbursement, etc. Additionally, to ensure efficient monitoring of private sector projects, Lenders Engineers and Lenders Financial Advisors, being independent organizations, are also appointed.

7. FINANCING ACTIVITIES DURING THE YEAR

Your Company has been providing funding assistance for power generation (including conventional and renewable energy), transmission and distribution projects. Infrastructure and Logistics projects including for the electrification of villages and under the various schemes of the Government of India. Details of major financing activities during the year under review were as under:

7.1 Generation

During the financial year 2022-23, your Company sanctioned 76 nos. of loans towards generation projects including hydropower projects, implementation of pollution control equipment, renovation & modernization schemes, irrigation

projects etc. and sanctioned total loan assistance of Rs.34,529.33 crore, as per details given below:

(Rs. in crore)

Particulars

No. of Loans Loan amount

State Sector

74 29,839.53

- Fresh Loan(s)

69 25,684.10

-Additional Loan(s)

5 4,155.43

Private Sector

2 4,689.80

- Fresh Loan(s)

2 4,689.80

-Additional Loan(s)

0 -

Total

76 34,529.33

7.2 Renewable Energy

During the financial year 2022-23, your Company has sanctioned 35 nos. of Renewable Energy projects with

installed generation capacity aggregating to 6,488 MW & some infra projects, with total loan assistance of Rs.21,371.11 crore, as per details given below:-

(Rs. in crore)

Particulars

No. of Loans Loan

amount

State Sector

4 2,394.03

- Fresh Loan(s)

4 2,394.03

Private Sector

31 18,977.08

- Fresh Loan(s)

14 14,508.53

-Takeout financing

17 4,468.55

Total

35 21,371.11

The above loans includes 16 solar energy projects with aggregate capacity of 3,099 MW, 9 wind energy projects with

aggregate capacity of 449 MW, 1 solar wind hybrid project of 300 MW capacity with battery energy storage system, 1 Pumped Storage Project (PSP) with aggregate capacity of 1,440 MW, 2 Solar Park infra with aggregate capacity of

1,200 MW and 1 Electrical component of Airport Infra, 1 Compressed Biogas (CBG) production plant, 4 E-mobility projects for procurement of 2,350 electric vehicles.

7.3 Transmission & Distribution

During the financial year 2022-23, your Company has sanctioned 408 nos. of Transmission & Distribution (T&D) schemes/projects involving a total loan assistance of Rs.1,22,050 crore including projects under RDSS, LPS and RBPF schemes of the Government of India.

Details of loans sanctioned under T&D category during the financial year 2022-23 are given below:-

(Rs. in crore)

Particulars

No. of Loans Loan

amount

State Sector

408 1,22,050.50

-Transmission Loan(s)

221 8,463.75

- Distribution Loan(s)

135 15,943.44

- Loans under LPS

21 57,190.31

-RBPF

31 40,453.00

Total

408 1,22,050.50

7.4 I nfrastructure & Logistics

After completing the mammoth task of electrification of the whole country under the flagship Government programme, now your Company has been assigned with the mandate by Government of India to foray into financing the Infrastructure & Logistics sector in addition to the Power sector, subsequent to it becoming a Maharatna Company. With the strength of financial power that comes with Maharatna status, your

Company has sanctioned Rs.85,734.60 crore in FY 2022-23 in several large-scale Infrastructure projects in areas such as development of Highway, Metro rail systems, Airports, IT Communication, Social & Commercial Infrastructure (Educational Institution, Hospitals), Ports, etc.

Details of Infrastructure & Logistics loans sanctioned during the financial year 2022-23 are given below:-

(^ in crore)

Particulars

No. of Loans Loan

amount

State Sector

28 82,734.60

- Refinery

1 7,500.00

- Hospitals

1 2,785.00

- Education Institutions

2 675.51

- Metro

? E&M

9 14,434.00

? Non- E&M

9 21,428.00

-Communication

2 2,810.57

- Highways

1 17,500.00

- Drinking Water

1 10,331.9

- Ports Shipping, Waterways

1 4,098.45

- Airport

1 1,171.17

Private Sector

1 3,000.00

- Steel

1 3,000.00

Total

29

85,734.60

Further, there is a huge potential in development of Infrastructure & Logistics sector through Gol flagship programmes such as Bharatmala Yojana, Sagarmala Yojana, etc. Under National Infrastructure Pipeline (NIP), sectors such as Energy, Roads, Airports, Ports and Railways etc. will contribute to around 70% of the total projected capital expenditure of around ~ Rs.111 Lakh crore in Infrastructure & Logistics sectors in India.

Your Company will further align its operations in achieving the infrastructure development objectives of the Government of India under various schemes, for the overall development of economy.

7.5 Short / Medium Term Loans and other loan assistance

Your Company has also sanctioned 14 nos. of short-term, medium term, special loans and other loans aggregating to Rs.4,775 crore to various power utilities during the financial year 2022-23, towards their short-term or medium-term fund requirement, working capital requirement etc.

7.6 Financing activities in North Eastern States

The total financial assistance sanctioned by your Company during the financial year 2022-23 includes a sum of Rs.751 crore towards various projects in the North Eastern States. The disbursement towards various projects in the North Eastern States during the financial year 2022-23, including against projects sanctioned in earlier years, were T250.56 crore.

8. PRESENTT&D SCENARIO AND REFORMS

As the countrys installed generation capacity is at a high of more than 415.50 GW (as on March 31, 2023), with huge capacities planned in the renewable energy space, the Transmission & Distribution (T&D) sector is poised to witness growth. There is also a need to strengthen the technically old and aging distribution infrastructure. Need of the hour is to install a state-of-the-art robust and reliable evacuation and distribution system, capable of handling higher loads.

Distribution is all the more focused area of power sector, with several reforms at the discoms level under the Government of Indias flagship programme, such as Revamped Distribution Sector Scheme (RDSS). Therefore, T&D segment shall play a significant role in making the sector reliable, affordable and capable of absorbing envisaged future growth.

Your Company, as the fund channelizing agency to various schemes of the Ministry of Power, Government of India, plays an active role in creating new infrastructure and augmentation/strengthening of the existing network. Your Company finances entire gamut ofT&D projects, broadly with the objectives of system improvement and augmentation, loss reduction measures, IT based system implementation, consumer satisfaction etc., thus playing a significant role in the development and sustainability of the power sector and overall socio-economic progress of the country.

8.1 Major reforms in the Distribution Sector

The Government has implemented various schemes and programmes in the recent past, to improve the financial and operational performance of distribution companies (DISCOMs). The policy framework of Government to support distribution sector includes initiatives like Deendayal Upadhyaya Gram Jyoti Yojana (DDUGJY), Pradhan Mantri Sahaj Bijli Har Ghar Yojana (SAUBHAGYA), Ujwal DISCOM Assurance Yojana (UDAY), Integrated Power Development Scheme (IPDS), National Electricity Fund (NEF), Liquidity Infusion Scheme (LIS), Late Payment Surcharge (LPS) etc., to name a few.

While this has resulted in major infrastructure creation and bridging of supply side gaps in the distribution sector, the management and governance related issues that manifest in operational & financial performance of discoms, still persist. Aggregate Technical & Commercial (AT&C) losses and the Average Cost of Supply-Average Revenue Realized (ACS-ARR) gap, continue to be high. The discoms need to focus on improving their operational efficiencies and

financial sustainability, to meet the desired consumer service standards. Forthis, large scale reforms are required, including schemes to reduce losses and enhance discom efficiencies.

It is with this aim and the Government of Indias commitment to provide 24x7 uninterrupted, quality, reliableand affordable power supply, that the reforms-based and results-linked Revamped Distribution Sector Scheme (RDSS) has been launched, for supporting discoms to undertake reforms and improve performance in a time-bound manner.

Your Company encourages discoms to expedite improvements and to adopt best practices, including modernization and automation of systems and smart grid, IT-enabled systems for metering and consumer services, and other technological interventions of the distribution sector. Your Company is the nodal agency for Government of Indias flagship schemes, DDUGJY and SAUBHAGYA, which have been successfully completed in previous year and now, your Company is associated, inter-alia, with RDSS.

8.2 Revamped Distribution Sector Scheme (RDSS)

8.2.1 Overview

Your Company acts as one of the Nodal Agency for the reforms-based and results-linked Revamped Distribution Sector Scheme (RDSS) notified by the Government of India vide OM dated July 20, 2021, with an outlay of Rs.3,03,758 crore and estimated Gross Budgetary Support (GBS) from the Central Government of Rs.97,631 crore over a period of 5 years i.e., FY 2021 -22 to FY 2025-26. REC, as nodal agency, has been assigned with 19 States/Union Territories for overseeing and monitoring of implementation of the scheme, namely Assam, Meghalaya, Arunachal Pradesh, Chhattisgarh, Jammu & Kashmir, Ladakh, Goa, Tamil Nadu, Karnataka, Bihar, Rajasthan, Uttar Pradesh, West Bengal, Andaman & Nicobar Islands, Sikkim, Mizoram, Manipur, Nagaland andTripura.

Alldiscomsand powerdepartmentsofState/UnionTerritories, excluding private sector discoms, are eligible for financial assistance under this scheme. The scheme is optional to discoms and is to be implemented in urban and rural areas of all States/Union Territories (except private discoms). The scheme allows States to adopt customized reform measures and plan infrastructure works to meet specific needs of the State with the approval of the Government of India.

8.2.2 Objectives

The objectives of the scheme are to improve the quality, reliability and affordability of power supply to consumers through a financially sustainable and operationally efficient distribution sector, reduce the AT&C losses to Pan-India levels of 12-15% by 2024-25; and reduce the ACS-ARR gap to zero by 2024-25.

The state-wise targets for reduction of AT&C losses/ACS-ARR revenue gap each year will depend on their current levels of AT&C losses and ACS-ARR gap.

8.2.3 Components

Part A - Metering & Distribution Infrastructure Works: Component-1: Smart Metering Component-ll: Distribution Infra structure Works Component-Ill: Project Management

Part B - Training & Capacity Building and other enabling & supporting activities:

I ncludingupgradation of human skills, process improvements, nodal agency fee, enabling components of Ministry of Power (communication plan, publicity, consumer survey, consumer awareness and other associated measures such as third-party evaluation etc.), augmentation of Smart Grid Knowledge Centre (including Al, training and capacity building for personnel involved in execution of the scheme at field level), awards and recognitions etc.

Ongoing approved projects: Projects sanctioned under PMDP 2015 in the erstwhile State of Jammu & Kashmir have been subsumed in RDSS.

8.2.4 Funding Pattern

The release of funds under the scheme will be linked to achievement of results and reforms laid down under an evaluation framework, as under:

Part A - Metering & Distribution Infrastructure Works

Component-1: Prepaid Smart metering solutions, including at consumer, DT and feeder level including integration of existing infrastructure, will be funded through GBS as under:

• for discoms in "Other than notified Special Category States", a fixed amount of Rs.900 per consumer meter or 15% of the cost per consumer meter worked out for the whole project, whichever is lower;

• for discoms in "notified Special Category States" a fixed amount of Rs.1,350 per consumer meter or 22.5% of the cost per consumer meter worked out for the whole project, whichever is lower.

To incentivize deployment of prepaid Smart meters within the targeted timeline of December 2023, the Scheme provide incentives as under:

• for discoms in "Other than notified Special Category States", a fixed amount of Rs.450 per consumer meter or 7.5% of the cost per consumer meter worked out for the whole project, whichever is lower;

• for discoms in "notified Special Category States", a fixed amount of Rs.675 per consumer meter or 11.25% of the cost per consumer meter, worked out for the whole project, whichever is lower.

Component-II: Distribution Infrastructure works, including SCADA, DMS, AB cables, feeder segregation etc. maximum financial assistance to be funded through GBS will be as under:

• for discoms in "Other than Special Category States", up to 60% of the approved project cost; and

• for discoms in "Special Category States” up to 90% of the approved project cost.

Part B - Training & Capacity Building and other Enabling & Supporting Activities:

• 100% of the approved project cost will be eligible for funding through GBS.

Ongoing approved projects: Projects sanctioned under PMDP 2015 subsumed in RDSS will be eligible to receive grant funds under RDSS in terms of extant guidelines and terms & conditions of sanction.

8.2.5 Promoting use of advanced technologies in power distribution sector

RDSS lays special emphasis on leveraging advanced technologies to analyse data generated through Information Technology (IT) / Operational Technology (OT) devices, including system meters and prepaid smart meters, to materialize the envisaged goal i.e., introducing advanced technologies like Artificial Intelligence (Al) / Machine Learning (ML) in power distribution by leveraging partnerships and consultations.

A competition named "POWERTHON" was launched by Honble Union Minister of Power and New & Renewable Energy, with the key objective to create a forum for the participation of Technology Solution Providers (TSPs), startups, educational institutions, research institutes, equipment manufacturers, state power utilities and other state and central power sector entities for showcasing their technology driven solutions based on advanced emerging technologies like AI/ML, Blockchain etc. to solve the complex problems being faced in the power Distribution sector.

REC has partnered with Society for Innovation & Entrepreneurship, Indian Institute of Technology, Bombay (SINE IIT-Bombay) as the nodal incubator for implementation of the POWERTHON framework to identify key intervention areas, select TSPs through a competitive screening process, establishing governance mechanisms for the pilot projects and its scale-up.

Under this partnership, a total of 275 applications were received from TSPs offering solutions across identified 9 key problem/challengeareas identified by Discoms, like Demand/ Load Forecasting, AT&C Loss Reduction, Power Purchase Cost Optimization, Energy Theft Detection, Prediction of DT Failure Rate, Asset Inspection, Vegetation Management, Consumer Experience Enhancement and RE Integration. After a due diligence process, 17 nos. TSPs were selected for implementation of pilot projects at bed areas of selected DISCOM test. The pilot projects are under implementation.

8.3 National Electricity Fund (NEF)

REC is the nodal agency for operationalization of National Electricity Fund (NEF), an interest subsidy scheme having provision of Rs.8,466 crore (against interest subsidy and other incidental expenses), to be provided over 14 years against interest paid on loan disbursements amounting to Rs.23,973 crore for distribution schemes sanctioned during two financial years viz. 2012-13 and 2013-14. The Ministry of Power, Government of India provides interest subsidy on interest paid for loans availed by State power utilities & distribution companies, both in public and private sector, to improve the infrastructure in the distribution sector. In this reform-linked scheme, an interest subsidy in the range of 3% to 7% is payable to discoms, on achievement of reform-based parameters outlined in NEF Guidelines.

The utilities from the States of Andhra Pradesh, Chhattisgarh, Gujarat, Haryana, Himachal Pradesh, Karnataka, Maharashtra, Madhya Pradesh, Punjab, Rajasthan, Tamil Nadu, Telangana, Uttarakhand and West Bengal have already benefited from this scheme, with interest subsidy of Rs.2,030.33 crore released till March 31,2023.

8.4 Deendayal Upadhyaya Gram Jyoti Yojana (DDUGJY)

Government of Indias flagship programme, DDUGJY, for which REC is the nodal agency, has been completed in its sunset year FY 2021-22 i.e., on March 31, 2022. All unelectrified villages/habitations, irrespective of population criteria, have been covered for electrification in accordance with the Guidelines of the scheme. All erstwhile ongoing rural electrification (RE) schemes had been subsumed in DDUGJY. In a landmark achievement, all remaining un-electrified census inhabited villages in the country became electrified as on April 28,2018.

DDUGJY facilitated towards achievement of24x7 Power For Allin the rural areas of India, through the following project components:

a. Separation of agriculture and non-agriculture feeders facilitating continuous quality power supply to non- agricultural consumers and adequate power supply to agricultural consumers;

b. Strengthening and augmentation of sub-transmission and distribution infrastructure;

c. Micro-grid and off-grid distribution network;

d. Metering of distribution transformers /feeders / consumers; and

e. Rural Electrification component (including the erstwhile RE projects).

Under the scheme, 60% of the project cost (85% for special category States) was provided as grant by the Government of India; and additional grant upto 15% (5% for special category States) was provided on achievement of prescribed milestones. The scheme had an approved outlay of Rs.43,033 crore, including budgetary support of Rs.33,453 crore from the Government of India. An amount of Rs.48,185.67 crore (including grant of Rs.30,668.11 crore) has been sanctioned by the Ministry of Power for DDUGJY in 33 States and Union Territories against which Rs.33,801.79 crore (including grant of Rs.25,748.90 crore) has been released under the scheme till March 31, 2023. On closures, the total executed cost under the scheme has arrived at Rs.45,942.74 crore.

8.4.1 Erstwhile RE projects, subsumed under DDUGJY

Ministry of Power, Government of India has sanctioned an amount of Rs.66,367.13 crore (including DDG projects) (grant involved: Rs.59,730.42 crore) under erstwhile RE projects (i.e., Xth Plan, XIth Plan & XIIth Plan) subsumed under DDUGJY in 29 States including Union Territories, against which Rs.59,651.89 crore (including grant of Rs.54,496.44 crore) has been released till March 31,2023. On closures, the total executed cost under erstwhile RE projects has arrived at Rs.62,066.19 crore.

8.5 SAUBHAGYA - Pradhan Mantri Sahaj Bijli Har Ghar Yojana

Government of Indias flagship programme, SAUBHAGYA (Pradhan Mantri Sahaj Bijli Har Ghar Yojana), for which REC is the nodal agency, has been completed in previous year.The scheme outlay was Rs.16,320 crore, including gross budgetary support of Rs.12,320 crore. The SAUBHAGYA scheme aimed at providing:

a. Last mile connectivity and electricity connection to all un- electrified households in rural areas;

b. Last mile connectivity and electricity connection to all remaining economically poor un-electrified households in urban areas. Non-poor urban households are excluded from this scheme;

c. Solar Photo-Voltaic (SPV) based standalone system for unelectrified households located in remote and inaccessible villages/habitations, where grid extension is not feasible or cost effective.

Under the scheme, Rs.14,082.43 crore (including grant of Rs.9,078.84 crore) was sanctioned by the Ministry of Power to 26 States and Union Territories, against which Rs.8,815.12 crore (including Government of Indias grant of Rs.6,305.07 crore) has been released. It is noteworthy that 2.86 crore households have been electrified since the launch of SAUBHAGYA under various schemes viz. SAUBHAGYA, DDUGJY, RE, PMDP and other State RE schemes. On closures, the total executed cost of the projects has arrived at Rs.9,246.22 crore.

8.5.1 Additional infrastructure under DDUGJY for enabling electrification of SAUBHAGYA households

The Ministry of Power, Government of India had sanctioned additional fund of Rs.14,178.89 crore (grant involved: Rs.9,399 crore) for creation of additional infrastructure for SAUBHAGYA scheme under DDUGJY, against which Rs.7,809.15 crore (including grant of Rs.7,555.17 crore) has been released on closures, the total executed cost under Additional Infra projects has been arrived at Rs.11,334.01 crore.

8.6 Prime Minister Development Package (PMDP-2015)

The Prime Minister Development Package (PMDP-2015) for erstwhile State of Jammu & Kashmir, now J&K and Ladakh Union Territories, was announced by the Honble Prime Minister on November 27, 2015, with approved project cost of Rs.2,570.14 crore (90% grant from Government of India i.e., Rs.2,301.62 crore) for distribution strengthening works in rural and urban areas. The major works covered under the scheme are system strengthening, connecting unconnected households, replacing of barbed wire and worn-out poles, underground cables at tourist places, consumer metering, construction of 33/11 kV sub-stations at industrial areas and electrical infrastructure at religious shrines.

Out of the above, project cost of Rs.1,029.70 crore (Government of Indias grant: Rs.926.73 crore and PMA grant of Rs.5.15 crore) has been sanctioned for distribution strengthening works in rural areas. Further, Ministry of Power has sanctioned additional project cost of Rs.527.55 crore, PMA charges of Rs.2.65 crore and PIA charges of Rs.28.44 crore for distribution strengthening projects in rural areas under PMDP-2015. The funds are being channelized through REC. Under the scheme, an amount of Rs.750.80 crore has been released till March 31, 2023. Projects under PMDP-2015 in the erstwhile State of Jammu & Kashmir have been subsumed in RDSS as per extant guidelines and terms & conditions, and are eligible to receive grant funds under RDSS.

8.7 DISCOM Consumer Service Rating

An exercise was undertaken by REC for grading of DISCOMs across the country (public/private) in terms of consumer centric service and operational parameters. Scoring is spread across four broad parameters i.e., (i) Operational reliability.

(ii) Connections and other services, (iii) Metering, Billing and Collection, and (iv) Fault Rectification & Grievance Redressal. The 2nd Edition of the Consumer Service Rating of DISCOMs report (FY 2021-22) can be accessed at REC website https://recindia.nic.in/consumer-service-ratinq-of-discoms.

8.8 Regulatory Parameters Report

During the year 2022-23, REC has published periodical reports capturing key regulatory parameters across Generation, Transmission & Distribution segments in Power sector for the benefit of various stakeholders and assisting policy formulation. The published reports can be accessed at REC website https://recindia.nic.in/ReaulatorvParameters.

8.9 Report on "The study of Organisational Structure & Recruitment process of DISCOMs"

Ministry of Power (MoP) constituted a Task Force on August 11, 2021 chaired by Additional Secretary (Power), to study the existing different organizational structures with a major emphasis on the role of efficient organisation structure and proper manpower planning in DISCOMs for effective implementation of various reform measures introduced from time to time. Under the guidance of MoP, REC had undertaken a detailed study on the existing organizational structure, processes and recruitment cycle & key challenges faced by various DISCOMs with a major focus on Governance and human resource management aspects and developed a compendium of best practices and suggested standard guidance frameworks to address legacy structural and manpower challenges. The report on "The study of Organisational Structure & Recruitment process of DISCOMs" was circulated by MoP on March 20, 2023 to all states for implementation of the recommendations of the report in the state DISCOMs to strengthen them organizationally, to proactively handle the changing sector dynamics.

8.10 Urja Mitra

Urja Mitra is a distribution sector initiative and a first of its kind application being implemented by your Companys wholly owned subsidiary, viz. REC Power Development and Consultancy Limited ("RECPDCL"), under the guidance of Ministry of Power, Government of India.

Urja Mitra provides a Central Outage Management and notification platform for State power distribution utilities, to disseminate power outage information to urban and rural power consumers across India through SMS, email or push notifications. The consumers get power outage update through integrated mobile application for Android and iOS platforms. Urja Mitra also provides a platform to view real time power outages in any part of the country and lodge complaints on power outages. Data of around 23.24 crore consumers from 53 discoms have been uploaded on the Urja Mitra App and so far, almost 705 crore SMS have been sent to the consumers.

8.11 11 kV Rural Feeder Monitoring Scheme

11 kV Rural Feeder Monitoring Scheme is being implemented by your Companys wholly owned subsidiary, RECPDCL. The objective of the scheme is to monitor quality and reliability parameters of rural power supply at feeder level, to ensure achievement of "24x7 Power for All". The scheme targets to develop a self-sustained, independent, web based automated

system by installing Modem/DCUs for rural, agricultural and mixed (agriculture rural) feeders across the country. Data is acquired on various essential parameters of all the outgoing 11 kV rural feeders and such 66/33 kV incoming feeders, from where 11 kV rural feeders are emanating and information is made available online for all stakeholders. Analysis of such data provides useful MIS to various stakeholders such as discoms and Central Electricity Authority (CEA).

8.12 National Feeder Monitoring System (NFMS)

Your Companys wholly owned subsidiary, RECPDCL is Project Implementing Agency for National Feeder Monitoring System (NFMS), which is a cloud based central IT platform for monitoring the reliability and quality of power of all 33/22/11 kV outgoing distribution feeders across the country. The legacy feeder monitoring systems of Discom(s) shall be integrated with NFMS. The platform will provide critical data on losses, essential power parameters, supply quality & reliability and make the information available to all stakeholders including Discoms on near Real-Time basis. Further, RECPDCL is also working to develop a mobile app for the Discom officials to view the reports and insights for monitoring the live progress and performance and will also help power sector stakeholders to have an integrated insight into a Discoms operation at individual feeder level, to take focused actions for further improvising the distribution sector.

A pilot demonstration of NFMS portal has been successfully carried out and the operational Go-Live of the System is targeted in the financial year 2023-24.

8.13 Tarang

Tarang (Transmission App for Real-Time Monitoring and Growth) is a transmission sector initiative, being run under the guidance of the Ministry of Power, Government of India, through your Companys wholly owned subsidiary RECPDCL. Tarang App is a real time repository of transmission system across the country. It provides an informative medium regarding Pan-India progress of the transmission system, which can be drilled down for analysis to month-wise, agency- wise, state-wise information etc.Tarang monitors the progress of both inter-state and intra-state transmission projects being implemented through Tariff Based Competitive Bidding (TBCB) process, as well as regulated tariff mechanism.

9. PERFORMANCE & ACHIEVEMENTS UNDER GOVERNMENT PROGRAMMES

The performance and achievements under various Government programmes during financial year 2022-23 and cumulatively till March 31,2023, are given below:

9.1 Performance and achievement under RDSS, DDUGJY and PMDP-2015 during the FY 2022-23:

a. Sanction and release: During the financial year 2022-23, an amount of Rs.47,242.38 crore was sanctioned under RDSS against smart metering and loss reduction works including PMA in the States assigned to REC, nodal agency.

The subsidy of Government of India is channelized through REC and the matching contribution is infused by the respective State Government or implementing agencies, through loan from any financial institution or from their own sources. During the financial year 2022-23,

aggregate GBS funds amounting to Rs.1,828.48 crore have been released to States [comprising of RDSS: T622.54 crore; DDUGJY (including additional infrastructure & RE): Rs.916.46 crore; DDUGJY-DDG: T5.05 crore; PMDP-2015: T284.43 crore and SAUBHAGYA: Nil].

b. Physical progress under RDSS: 8,99,291 number of Smart meters installed under RDSS:

9.2 Cumulative performance upto March 31,2023

a. Sanction and release: Under RDSS, an amount of Rs.1,37,522.27 crore was sanctioned to the States allocated to REC (nodal agency) towards smart metering and loss reduction. Under DDUGJY including RE Projects and SAUBHAGYA schemes, an aggregate amount of Rs.1,43,285.38 crore was sanctioned and on completion of the projects, aggregate executed cost arrived at Rs.1,26,544.32 crore as on March 31, 2022. Under PMDP (Rural), an amount of Rs.1,687.98 crore was sanctioned.

Since launch of the schemes, Rs.95,567.12 crore of Government of India grant funds have been disbursed by REC as nodal agency to the implementing agencies up to March 31,2023 [comprising of RDSS: T622.54 crore; DDUGJY (including additional infrastructure): Rs.86,851.50 crore; DDG: T850.92 crore; PMDP-2015: T937.09 crore and SAUBHAGYA: Rs.6,305.07 crore],

b. Physical progress:

i) DDUGJY (ind. RE and Additional Infra)

The following works have been completed cumulatively till completion of DDUGJY (incl. RE and Additional Infra) scheme since inception:

• Commissioning of sub-stations incl. augmentation: 7,231 nos.

• Commissioning of Distribution transformers (including augmentation): 16,57,999 nos.

• 11 kV lines (including Feeder Segregation): 8,02,484 cKm

• LT lines: 13,66,881 cKm

• 33 kV/66kV lines: 41,138 cKm

• Installation of consumer metering: 1,87,97,312 nos.

• Metering of DTRs and Feeders: 2,54,307 nos.

ii) RDSS

Since inception of RDSS, cumulatively 15,13,349 number of Smart meters installed under RDSS upto March 31,2023.

iii) PMDP (Rural)

The following works have been completed cumulatively upto March 31,2023 under PMDP (Rural) since inception:

• Commissioning of sub-stations incl. augmentation: 126 nos.

• Commissioning of Distribution transformers (including augmentation): 2946 nos.

• 11 kV lines (including Feeder Segregation): 3181 cKm

• LT lines: 9240 cKm

• 33 kV/66 kV lines: 213 cKm

c. SAUBHAGYA: 2.86 crore households have been electrified since launch of SAUBHAGYA scheme under

various schemes i.e., SAUBHAGYA, DDUGJY, RE, PMDP and other State RE schemes.

10. STANDARDIZATION, QUALITY CONTROL & MONITORING

Your Company has regularly handholding support and technical expertise in the distribution system, to State Power utilities for the implementation of Government schemes. The technical specifications. Guaranteed Technical Particulars (GTP), layout drawing, datasheet, and construction standards issued by the Company are being used by the state power utilities along with their state practices.

The Company has been adopting new emerging technologies in the distribution sector such as prepaid smart meters, consumer and system metering, Advanced Metering Infrastructure (AMI), (head-end system, metering data management, billing software/system, and communication technology), Supervisory Control and Data Acquisition (SCADA), Real-Time Data Acquisition System (RT-DAS), Distribution Management System (DMS), Information Technology/Operational Technology (IT/OT) related works including ERP software. State Power utilities are taking leverage of these new technologies for improving their operational efficiency and financial sustainability.

In line with the Quality Control Mechanism Guidelines of Government Programmes, REC Quality Monitors (RQMs) have been appointed for carrying out material and field works inspections for ensuring the quality of materials supplied at the site and field works during the implementation of such schemes.

During the financial year 2022-23, RQMs have undertaken field inspection of 1,478 nos. of villages, and 266 nos. of material testing at M/s ERDA and M/s NTH laboratories for ensuring the quality of materials supplied in village electricity infrastructures installed under the Government scheme. Impact Evaluation of already implemented schemes i.e., SAUBHAGYA & DDUGJY schemes are also being undertaken by third-party agencies viz. M/s RTI-UCLA & M/s E&Y respectively, in order to measure the direct & indirect impact of the scheme on general livelihood & growth of rural India.

11. RISK MANAGEMENT

The Company has a Comprehensive Risk Management Policy, which covers various risks including Credit Risk, Operational Risk, Liquidity Risk, and Market Risk. The Company has identified its various risks and is constantly taking appropriate steps to mitigate the same.

Brief description of the key risks and their mitigation measures is given below:-

(i) Credit Risk: Credit risk is the inherent risk in the financing industry and involves the risk of loss, arising from the diminution in credit quality of a borrower and the risk that the borrower will default on contractual repayments under a loan or an advance.

To mitigate the same, the Company follows systematic institutional and project appraisal process to assess credit risk. These processes include a detailed appraisal methodology, identification of risks and suitable structuring and credit risk mitigation measures. Further, on regular basis REC loan book is categorized as high, moderate or low, depending upon the asset classification based on the ECL methodology.

(ii) OperationalRisk:Operationalriskarisesfrominadequate or failed internal processes, people and systems or external events.

The Company has implemented a comprehensive Risk Register, through which all operational risks are measured and categorised as high, moderate or low. Further, the operational risks of the Company are studied in all functional areas such as Business, Compliance, Finance, Human Resource, Cyber Security, Legal, Operational and Strategic.

Further, to ensure compliance of regulatory/supervisory directions in true letter and spirit in a time-bound and sustainable manner, the Company has appointed Chief Compliance Officer (CCO).

(iii) Liquidity Risk: Liquidity risk primarily arises due to the maturity mismatch associated with assets and liabilities of the Company. It is the risk of potential inability to meet liabilities as they become due. Liquidity risk involves the inability of the Company to fund increase in assets, manage unplanned changes in funding sources and to meet obligations when required. The Company faces liquidity risks, which could require it to raise funds or liquidate assets on unfavourable terms.

In order to mitigate the liquidity risk, there is a mix of strategies including forward looking resource mobilization based on project disbursements and maturing obligations.

(iv) Market Risk: Market risk of the Company is defined as the risk to Companys earnings and capital due to changes in the market dynamics, such as interest rate or prices of securities, foreign exchange fluctuations.

The Company has implemented various risk limits to mitigate the market risk. The Company has also constituted an Asset Liability Management Committee (ALCO) to monitor the components of market risk including interest rate risk, liquidity risk and forex risk.

(v) Interest Rate Risk: Interest rate risk is the potential loss arising from fluctuations in market interest rates.

In order to mitigate the interest rate risk, your Company periodically reviews its lending rates and the weighted average cost of borrowing based on prevailing market rates.

(vi) Forex Risk: Foreign currency exchange risk involves exchange rate movements among currencies that may adversely impact the value of foreign currency- denominated assets, liabilities and off-balance sheet arrangements.

The Company manages foreign currency risk associated with exchange rate and interest rate through appropriate hedging strategies.

(vl) Environmental, Social & Governance (ESG) Risks: ESG

risks ema nates from environmental, soda land governance factors that have an impact on the operations, financial performance and management of company. Owing to the rising climate concerns & impetus of governments in respective economies across the globe, ESG risks have attained great significance.

REC incorporates environmental impact considerations in its operational, financial and risk management linked decision making. In this regard, company has formulated & implemented an ESG policy covering the focus areas.

11.1 Risk Management Committee

The Company is having a Risk Management Committee (RMC) of its Directors in place, for monitoring the integrated risks of the Company. The Committee comprises of Chairman & Managing Director (CMD), one Independent Director, Director (Finance) and Director (Projects). Executive Directors of key divisions of the organization, are standing invitees to the meetings of RMC.

The main function of the RMC is to monitor various risks and also to suggest action for mitigation of risks arising in the operation and other related matters of the Company. Further, as required under RBI norms, the Company has appointed a Chief Risk Officer (CRO) who acts as the convener to the RMC.

11.2 Asset Liability Management Committee

To manage the market risk, the Company has constituted an Asset Liability Management Committee (ALCO) under the chairmanship of CMD, which comprises of Director (Finance), Director (Projects), Executive Directors and Chief General Managers from Finance and Operating Divisions as its members.The ALCO monitors risks related to interest rates, liquidity and currency rates.

12. RISK BASED INTERNAL AUDIT

Your Company has a Board-approved Risk Based Internal Audit (RBIA) policy/manual since April, 2022, which links the organizations overall risk management framework and provides an assurance to the Board of Directors, Audit Committee and senior management, on the quality and effectiveness of the organizations internal controls, risk managementand governance related systemsand processes. This is in line with the RBI mandate of the RBIA framework for all non-deposit taking NBFCs with asset size of Rs.5,000 crore and above. RBIA will help the organization to identify the risks and address them based on the risk priority and direction provided by the Board. The activities under RBIA framework include independent risk assessment of the operation/ activities, identification of audit universe, development of risk matrix, preparation of annual RBIA Plan and execution of internal audit as per the frequency defined in RBIA policy.

13. PREFERRED CUSTOMER POLICY

As a part of business promotion strategy, a Preferred Customer Policy was formulated in 2008 with the basic purpose of offering enhanced level of services to the Companys customers and to have a long term mutually beneficial relationship with them. The policy lays down the eligibility criteria which takes into account various factors such as amount of loan outstanding, duration of loan relationship, repayment track record of the borrower etc. for determining preferred customers and sponsoring them for capacity building domestic / international seminars and training programmes organized by various external agencies, as well as RECIPMT Hyderabad.

14. INFORMATION TECHNOLOGY INITIATIVES

Your Copany has revamped its Business ERP, which supports GST and Ind-AS, has advanced features which have facilitated further automation of business operation of the Company. The ERP system is continuously improved as per requirements. REC has also implemented NIC e-office solution, with automated workflow and electronic document management features. The NIC e-office has brought major transformation in the way of working of the Company by improving efficiency and transparency, besides reducing the use of paper.

Your Company wide MPLS VPN network infrastructure facility has been revamped with latest network and security devices, with high availability to meet the demanding requirements of operations. The secured VPN network has facilitated users to connect to REC network from remote locations to access business applications viz. ERP and NIC e-office, thus ensuring seamless operations without any disruption.

The Primary Data Centre and Disaster Recovery Center of REC are ISO/IEC 27001:2013 certified and also comply with the National Cyber Security Policy of the Government of India. REC has implemented IT Security directives of Master Direction of IT Framework as per RBI Guidelines. Further, the Company provides training and awareness to its employees on cyber security and information security and also has cyber security solutions along with mechanism for real-time log and security event analysis to identify anomalous activities in the REC environment.

Company has deployed systems as part of IT initiative to achieve better e-governance Single-sign-On solution, Centralized scanning solution, digitization of physical records etc. have been implemented. Further, Company in its day to day activities promotes the digital and go green initiatives.

RECs website is user friendly, dynamic, interactive and easily accessible, STQC certified and complying with Guidelines for Indian Government website (GIGW).

15. REC INSTITUTE OF POWER MANAGEMENT AND TRAINING

REC Institute of Power Management and Training (RECIPMT) is a premier power sector training institute under the aegis of REC. Established in 1979 at Hyderabad, the institute caters to the training and development needs of engineers and managers of power sector organizations. During the last four decades, RECIPMT has organized 3,114 training programmes and trained 68,525 engineers/managers from power utilities, including generation, transmission & distribution companies, electricity departments, rural electric cooperatives, electricity regulatory commissions, etc.

15.1 National Regular Programme (NRP)

Under the NRP training programme, RECIPMT successfully organized 8 training programmes through webinars and 7 programs in classroom mode on different topics such as, open access power exchange & trading, smart meters AMI & technologies, distribution loss reduction, pilferage of electricity issues, challenges & remedies, protection systems in EHV sub-stations and lines, earthing practices & protection in distribution system, concept of commissioning of solar power plants, O&M of EHV sub-station & lines including quality assurance, Labour laws & procedure in dealing Court cases, design, construction & quality control of EHV substation & lines, tariff policy, ARR & regulatory compliance, distribution transformers-operation & maintenance for failure minimization. A total of 137 participants took part in these programmes.

15.2 MEA, Gol sponsored international training programmes under Indian Technical & Economic Cooperation (ITEC)

RECIPMT is also a partner training institute with Ministry of External Affairs, Government of India (MEA) for organizing training programmes for the executives of International power sector organizations. Since 2005 until now, RECIPMT has organized 109 such training programmes and trained 1,839 executives from 98 countries.

During 2022-23, 1 webinar of 3-weeks duration was organized with participation of 22 executives and 4 classroom programmes each of 4 week duration was also organized. The countries participated in these programmes were Afghanistan, Algeria, Azerbaijan, Bangladesh, Bhutan, Cameroon, Cote dIvoire, Eritrea, Ethiopia, Fiji, Iraq, Maldives, Myanmar, Nepal, Niger, Oman, Peru, Seychelles, South Sudan, Sri Lanka, Sudan, Tajikistan, Tanzania, Trinidad & Tobago, Tunisia, Uganda, Zimbabwe.

15.3 REC sponsored programmes

In order to encourage training activities and bring in awareness among the executives of power utilities, the following training programmes were conducted free of cost by RECIPMT during the financial year 2022-23 with all India pa rticipation:

a. REC sponsored training programmes on Electrical Safety

Safety being the major concern of power utilities in the country, REC sponsored 60 batches on "Electrical Safety", underwhich 1,511 participants from different utilities were trained during the financial year 2022-23.

b. REC sponsored webinars on Techno-Commercial Improvement of DISCOM

RECIPMT organized 60 batches of 2-day webinars on "Techno-Commercial Improvement of DISCOMs Performance", covering subjects such as AT&C Loss Reduction techniques, O&M issues-challenges. Electricity Act amendments, ACR-ARR Aspects, etc. Under the same, RECIPMT trained 1,520 participants of power sector companies i.e., from gencos, transcos and discoms.

c. REC sponsored programme on Best Practices in Power Utilities

REC has sponsored 60 batches of 3-day Classroom programme on "Best Practices in Power Utility" and trained 1,202 participants of Power Sector including gencos, transcos and discoms.

15.4 REC executives (in-house) training programmes

During the financial year 2022-23, RECIPMT also organized 5 online webinars and 6 classroom sessions for the employees of REC, which were attended by 134 employees. The topics covered were Sustainability of Power Sector, Electricity Act amendments&its impacts; techno commercial improvements of DISCOMs, Goods & Services Tax (GST), Purchase Procedure & e-procurement through GeM, Performance Appraisal, Organization Behavioral Skills towards Managing Change in Power Sector, RDSS Scheme & Smart Metering Technologies & Application, Loan Documentation, Enterprise Resource

Planning (ERP), MS Excel & Power Point, Leadership & Communication Skills.

15.5 Customized Programmes

During the financial year 2022-23, RECIPMT has organised 13 Customized Classroom mode programme on different subjects such as Power Transformer-Testing, Commissioning, Protection; Operation, Maintenance & Protection of 33/11 KV Substation & 33KV Lines; Distribution Transformer and Operation & Maintenance Practices for Failure minimization; O&M of Distribution Transformers; AT&C Loss Reduction & Regulatory Frame work&CRM forJ&K, Leh & Ladakh. Further, the Safety training was also organized at Project Site of SECI, New Delhi. A total of 258 participants were trained from these programmes.

15.6 TotalTraining Programmes organized during the financial year 2022-23

During the financial year 2022-23, RECIPMT conducted an aggregate of 224 training programmes, which were attended by 4,854 participants, with achievement of 15,371 training man-days in total.

16. HUMAN RESOURCE MANAGEMENT

Under“Mission Recruitment" launched by the Government of India with the aim of employment generation and providing meaningful job opportunities to the youth, the company has recruited 38 officers across domains during financial year 2022-23 . The total manpower strength of the Company as on March 31, 2023 stood at 419 employees, which includes 379 executives and 40 non-executives. The company has further recruited 111 officers in various disciplines during 2023-24, so far, to enhance its professional capacity for meeting the corporations ambitious growth and diversification plans for the future.

16.1 Reservation in Employment

The Directives issued by the Government of India regarding reservations for SC/ST/OBC etc. in appointment and promotion to various posts, were complied with. As on March 31,2023, group-wise details of SC/ST/OBC employees against the total strength were as under:

Number of Employees

Year

Category Group A Group B Group C Total
SC 41 3 12 56
ST 20 0 0 20
OBC 87 1 3 91

2022-23

General/

Others

231 8 13 252
Total

employees

379 12 28 419
Overall

women

employees

59 0 5 64

16.2 Training & Human Resource Development

As a measure of capacity building including up-gradation of employees skill sets and to ensure high delivery of

performance. Training and Human Resource Development continued to receive priority during the financial year 2022-23.

The Training and Human Resource Policy of the Company aims in contributing to the current view and future expectations, requirement of resources, forecasting training needs on emerging opportunities and threats pertaining to the Company. To refine the required business skills and competencies for better employee performance, all possible opportunities and skill development trainings provided to all employees. Training was also provided to promote better understanding of professional requirements, as well as to sensitize the employees about the socio-economic environment in which business of the Company operates. Trainings on topics of health, growth of spiritual well-being and attitudinal change process were also imparted.

During the financial year 2022-23, 315 employees attended various training programs, workshops etc., which enabled the Company to achieve 1,136 training man-days.

16.3 Employee Welfare

Your Companys ultimate goal is to keep employees happy, healthy and productive. In order to provide improved health care facilities to the employees and their dependent family members, part-time services of doctors were engaged to provide onsite medical facilities.The Company has also funded

sports & recreation equipment for its employees to promote their well-being. Company has also extended creche / day care facility for employees to foster a work-life balance for employees.To facilitate recreation and healthy life. Gymnasium is also available for employees in the premises. Various Yoga programs and Health Camps were organized by the company regularly for the employees for their better well-being.

16.4 Sports activities

Employee engagement in Sporting activities bring people and nations together while inculcating feelings of oneness, harmony, and tolerance. In an ideal scenario, one often looks for a perfect workplace. A place that provides a supportive setting and encourages a healthy work-life balance. Incorporating sports as an essential part of the office program can help in the quest of achieving that goal. With this fortitude during the financial year 2022-23, REC hosted an Inter-CPSU Badminton Tournament at Thyagaraj Sports Complex, New Delhi and also sponsored its employees for various Inter-CPSU sports tournaments such as table tennis, cricket, volley ball, chess etc., organized by various power sector CPSUs under the aegis of Power Sports Control Board (PSCB). Further, employees were encouraged to participate in various quizzes, paper presentations and simulation competitions conducted by reputed institutions.

16.5 Representation of Women Employees

Your company has been endeavouring to provide equal opportunities to our women employees and in this direction your Company was awarded with Best Organization for Women EmpowermentatWomen Achievers Awards, 2022 by Exchange4Media. As on March 31,2023, the Company had 64

permanent women employees, which represented 15.27% of the total work force. There is no discrimination of employees on the basis of gender. The Company has a Womens Cell to look after welfare and all round development of women employees. International Womens Day was celebrated by RECWomens Cell.To mark the celebration REC has organized

an "Outbound Training Programme"for its female employees in Goa wherein they participated in various team-building activities, fun games, and interactive sessions. Company also

16.6 Industrial Relations

Employer and Employees relations form foundation of all organization and in your Company the amiable relation prevail for years. The industrial relations scenario in the Company continued to be cordial and harmonious in the financial year 2022-23. There was no loss of man-days on account of industrial unrest. Regular interactions were held with REC Employees Union and REC Officers Association on issues of employee welfare. This has helped in building an atmosphere of trustand cooperation, resulting in a motivated workforce and continued improvement in performance.

16.7 Grievance Redressal

In accordance with the guidelines issued by the Government of India, the Company has constituted a Grievance Redressal Committee to ensure the clear and transparent framework for redressal the grievances of its employees.

Further, your Company has a Public Grievance Redressal system for dealing with the grievances of the public at large. The Company has appointed a senior official in this regard as the Chairman, Public Grievance Committee, to ensure prompt redressal of grievances within the stipulated time frame.

17. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) initiatives of the Company are aimed at supporting socially beneficial

believes in gender equality and provides a safe and conducive workspace for all its women employees.

projects, so as to maximize outreach through a wide spectrum of beneficiaries and empower economically and socially backward communities as a guiding principle, while giving priority to development issues of national concern. CSR initiatives have been undertaken in the fields of sanitation and hygiene, promotion of healthcare facilities, skill development, women empowerment, environmental sustainability and rural infrastructural development, in order to promote and facilitate inclusive social development.

The Companys Corporate Social Responsibility Policy is aligned with the provisions of Companies Act, 2013 and Rules made thereunder, as amended; and is available at https://recindia.nic.in/csr-sustainabilitv-policv.

In terms of guidelines issued by DPE for the year 2022-23, CPSEs were required to spend 60% of their CSR budget on the theme of "Health & Nutrition", preferably in aspirational districts. The Company stepped-up its efforts to support social welfare activities in health and related thematic areas, in different aspirational districts spread across India. The Companys CSR projects aimed at improving health services in Gajapati (Odisha), Mamit (Mizoram), Kiphire (Nagaland), Muzaffarpur (Bihar), Udham Singh Nagar (Uttarakhand), Chandel (Manipur) and West Sikkim (Sikkim) districts.

During the financial year 2022-23, the Board approved CSR budget of Rs.202.65 crore, i.e., 2% of average of net profits of the last three financial years, in line with the applicable

provisions of the Companies Act and Rules made thereunder. Against the same, the Company has spent Rs.210.35 crore during the year (including carry forward of excess spent of Rs.0.40 crore from the previous year). The total expenditure included contribution of Rs.50 crore to the PM CARES Fund and various other projects in different thematic areas, including:

• Distribution of 16,000 aids & assistive devices to persons with special abilities in various states of India.

• Operating mobile school for imparting free education to children of migrant construction labourers in Gurugram, Haryana and Hardoi, Uttar Pradesh.

• Broad basing of sports and promotion of excellence in sports across India, emphasizing on athletics badminton and boxing.

• Construction of 500 nos. toilets blocks at work place of Border Security Force (BSF) troops in Gurdaspur, Amritsar, Firozpur and Abhohar Districts in Punjab.

• Construction of 100 bedded REC Vishram Sadan (G+3) at District Hospital, Ujjain for attendants of patients belongs to economic weaker sections.

• Construction of two multipurpose community halls in two villages of Krishna District, Andhra Pradesh and one multipurpose community hall at Asufii Punanamei Mao, Senapati District, Manipur.

• Providing 1,000 school benches in 50 schools in Gurgaon, Haryana and 1,000 school benches, 1,250 Bunk beds, 5,000 rPET (Recycled Polyester) T-Shirts in Government Childcare Institutions in Rajasthan made from recyclable plastic waste.

The detailed Annual Report on CSR activities for the financial year 2022-23, including particulars of impact assessment(s) carried out by the Company in respect of various CSR projects, forms part of this Annual Report.

18. VIGILANCE ACTIVITIES

Your Company constantly endeavors to optimize probity and integrity among employees and to promote transparency, fairness and accountability in all operational areas. RECs Vigilance division mainly aims at Preventive Vigilance by reviewing the policies, rotation and transfers of employees holding sensitive posts, review of audit reports, review of projects, tenders and contracts awarded, inspections of regional offices, review of Annual Property Returns (APRs), etc.

In this regard, the following major activities have been carried out:

• In compliance with the instructions of CVC/MoP, the matter of rotational transfers from the identified sensitive posts is constantly monitored.

• Sending prescribed periodical statistical returns to CVC and MoP on time.

• Regular review of audit reports i.e., Internal, Statutory and C&AG Audit Reports.

• Review of projects, tenders and contracts awarded. Wherever deviations were observed, the matter was taken up with the concerned divisions, which led to strengthening of appraisal system.

• Field inspections of regional offices, REC financed projects and scrutiny of APRs of executives.

• Thrust on use of IT systems and applications for loans, schemes, tenders, third party bills etc.

• It is ensured that major policies and information of the corporation are available on RECs website.

18.1 Complaints during the FY 2022-23:

During the financial year 2022-23, 10 complaints have been

received (2 complaints through CVC) and all 10 complaints

have been disposed of and no complaint was pending for investigation as on March 31,2023.

18.2 Observance of Vigilance Awareness Week

REC observed Vigilance Awareness Week 2022 from October 31, 2022 to November 6, 2022, on the theme "Corruption free India for a developed Nation." During the week, various interesting activities and competitions were organized to spread awareness among the employees. The competitions included Paragraph Writing, Quiz, Poster/Collage Making and Poem Writing.

All employees of your Company were administered Integrity Pledge on October 31,2022. Banners and Standees were also displayed at different locations at RECs Offices throughout India. The message of fighting corruption and focusing for a developed nation was widely extended.

An overwhelming participation was received from the employees in all the activities. CMD and CVO ofyour Company call forth the employees to assimilate the learnings of the week in their personality and make our country a Corruption free and Developed Nation.

19. IMPLEMENTATION OF OFFICIAL LANGUAGE

To promote the use of Hindi in official work, continuous efforts are made by the Company in terms of the Annual Programme issued by the Department of Official Language, Ministry of Home Affairs, Government of India. Hindi Pakhwada was organized at Corporate Office from September 14-28, 2022, wherein various competitions like Rajbhasha quiz, Hindi slogan writing, Hindi translation, Hindi essay writing, Hindi debate competition and other general knowledge competitions were organized.The participation of employees in such events and competitions was encouraging. Prizes were awarded to the winners, to motivate the employees to increase the use of Hindi in their day-to-day work. Hindi Pakhwada was also organized in various offices of the Company including RECIPMT, to provide hands-on exposure to participants in discharge of their official work in Hindi. During the year, use of Hindi was also promoted through various social media platforms by the Company.

During the financial year 2022-23, the Committee of Parliament on Official Language successfully conducted inspections at various regional offices of the Company viz., Panchkula, RECIPMT, Trivandrum, Bhopal, Raipur, Ranchi and Jaipur. These inspection have inculcated a spirit of awareness amongst employees for enhanced adoption of Hindi in their routine work.

To mark the celebrations of AzadikaAmrit Mahotsav an Official Language Conference-cum-Hindi Workshop was organized on May 5, 2022 by Corporate Office on the topic "role of Hindi in development of National Consciousness" ("Rashtriya Chetna ke Vikas mein Hindi ki Bhoomika"). Further, Hindi Workshops were also organized in REC offices to give hands-on exposure and to guide the employees for use of Hindi.

Shri R. K. Singh, Honble Minister of Power and Renewable Energy, in the meeting of Hindi Advisory Committee of Ministry of Power held on May 12, 2022 conferred REC with the First prize for the year 2018-19 and second prize for the year 2020-21 for Official Language Implementation.

Further, Shri Ajay Kumar Mishra, Honble Minister of State (Ministry of Home Affairs), in a conference organized by the

Ministry of Home Affairs regarding Department of Official Language, on March 3, 2023 at Raipur awarded First prize to REC Mumbai office for Official Language Implementation.

Additionally, REC was also felicitated with Rajbhasha Shikhar Samman on October 19,2022 by Honble Governor of Assam Prof. Jagdish Mukhi in Akhil Bhartiya Rajbhasha Sammelan organized by Antarrashtriya Hindi Parishad at Guwahati.

REC has been publishing a Hindi journal Urjayan containing interesting and useful articles as well as literary writings of its employees. To motivate the employees, the Company has adopted a policy to award prizes and incentives for write-ups, articles, poems, etc.

20. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO.

20.1 Conservation of Energy

Your Company does not own any manufacturing facility, there are no significant particulars relating to conservation of energy and technology absorption.

The registered office of the Company is located in SCOPE Complex, Lodhi Road, New Delhi, where all civil, electrical installation and maintenance is carried out by SCOPE (Standing Conference of Public Enterprises).

REC Corporate Office situated in Gurugram is designed and constructed by using energy efficient facade and radiant cooling slabs to lower about 30% HVAC load requirement in the building in order to conserve energy. Further, a 979kWp solar plant has been installed attopofthe building (supported by solar pergola structure) to cater to load requirement of REC office by using clean and renewable source of energy. Highly efficient solar panels (efficiency = 21.2%) have been installed and the solar plant is in operation since July, 2021. The solar plant is functional and connected to grid and has generated 13.19 lakh units of electricity during the financial year 2022-23, which has catered to around 50% of the total load requirement of Corporate Office.

20.2 Foreign Exchange Earnings & Outgo

During the financial year 2022-23, the Company had no foreign exchange earnings. Further, foreign exchange outflow aggregating to Rs.16,531.22 crore was made during the year, on account of interest, principal repayment, finance charges and other expenses.

21. SUBSIDIARY COMPANIES

RECs wholly-owned subsidiary, viz., REC Power Development and Consultancy Limited ("RECPDCL") (formerly known as REC Power Distribution Company Limited) [CIN U40101DL2007GO1165779], is engaged in the businesses of project implementation and consultancy services in power sector viz. implementation of distribution system strengthening works, implementation of grid/off-grid solar (PV) projects, installation of smart meters, preparation of detailed project reports, third party inspections, pre-dispatch material inspections and acting as project management consultant / project management agency under some projects of State-funded schemes such as DDUGJY, IPDS etc.

Further, RECPDCL also acts as "Bid Process Coordinator" for selection of Transmission Service Providers through Tariff Based Competitive Bidding (TBCB) process,for independent inter-state and intra-state transmission projects assigned by the Ministry of Powerand State Governments respectively from time to time.

In order to initiate development of each allocated independent inter-state / intra-state transmission project, RECPDCL incorporates a project-specific Special Purpose Vehicle (SPV) as its wholly-owned subsidiary, which also becomes the subsidiary of REC. After selection of the successful bidd er in a ccorda nee with TBCB Guidelines, such subsidiaries are transferred by RECPDCL to the successful bidder, along with all assets and liabilities.

220kVSingle Circuit Transmission Line from Drass to Padum on Double Circuit Tower at Kargil, Ladakh being implemented by RECPDCL

During the financial year 2022-23, RECPDCL transferred 13 project specific SPVs to the successful bidders:

SI. Name of the SPV no.

Date of

transfer of SPV

1 Rajgarh Transmission Limited

30-May-2022

2 Neemuch Transmission Limited

24-Aug-2022

3 ER NERTransmission Limited

10-0ct-2022

4 Gadag II -ATransmission Limited

18-Nov-2022

5 WRSR PowerTransmission Limited

17-Jan-2023

6 MP PowerTransmission Package-1 Limited

21-Jan-2023

7 ERWR PowerTransmission Limited

21-Mar-2023

8 KPS2Transmission Limited

21-Mar-2023

9 KPS3Transmission Limited

21-Mar-2023

10 Khavda II- BTransmission Limited

21-Mar-2023

11 Khavda II- CTransmission Limited

21-Mar-2023

12 Khavda RE Transmission Limited

21-Mar-2023

13 Khavda II-ATransmission Limited

28-Mar-2023

As on March 31, 2023, RECPDCL had the following project- specific SPVs for various inter-state / intra-state transmission projects:-

(1) Chandil Transmission Limited

(2) Dumka Transmission Limited

(3) MandarTransmission Limited

(4) KodermaTransmission Limited

(5) BidarTransmission Limited

(6) Ramgarh II Transmission Limited

(7) Sikar Khetri Transmission Limited

(8) BeawarTransmission Limited

(9) Luhri PowerTransmission Limited

(10) KPS1 Transmission Limited*

(11) Meerut Shamli PowerTransmission Limited

(12) NERES XVI PowerTransmission Limited

(13) Khavda II - DTransmission Limited*

Note: SPVs as referred at SI. no. 6 to 13 were incorporated during the FY2022-23.

*KPS 1 Transmission Limited was transferred on April 20,2023.

#Striking off the name of project specific SPV, i.e. Khavda ll-D Transmission Limited, is under process as the related inter-state Transmission Project is de-notified by Central Electricity Authority, Ministry of Power.

srata "^if Endless energy.

Further, after the end of financial year 2022-23, these new SPVs have been incorporated as wholly-owned subsidiaries of RECPDCL and REC, namely:

(1) Jalpura Khurja PowerTransmission Limited

(2) Rajasthan Part I PowerTransmission Limited

(3) Dhule PowerTransmission Limited

(4) Ishanagar PowerTransmission Limited

(5) Karera PowerTransmission Limited

(6) Shongtong PowerTransmission Limited

(7) Pachora PowerTransmission Limited

21.1 During the financial year 2022-23, RECPDCL recorded an income of Rs.307.26 crore, as compared to income of Rs.177.20 crore in the previous financial year. The Profit AfterTax for the financial year 2022-23 was Rs.139.79 crore, as against Rs.53.03 crore in the previous financial year. Further, the Net Worth of RECPDCL as on March 31,2023 was Rs.440.93 crore, as against the NetWorth of Rs.328.59 crore as on March 31,2022.

21.2 Smart Prepaid Metering

Your Companys wholly owned subsidiary, RECPDCL, is implementing Advanced Metering Infrastructure (AMI) projects across the country as Project Implementation Agency (PIA). The Company has already completed projects for installation of approx. 1.24 lakh smart meters in Jammu and Kashmir regions and approx. 25 thousand smart meters in Chandigarh.

In addition, projects for installation of approx. 5.5 lakh smart meters in Jammu and Kashmir and 60 thousand meters in Ladakh is ongoing out of which 2,33,000 Nos. of smart meters have already been installed. Under RDSS scheme, RECPDCL is also working as PIA for implementation of 42 lakh Smart meters in Gujarat and 14.95 lakh Smart meters in UT of Jammu & Kashmir.

21.3 Implementation of Transmission Projects:

Your Companys wholly owned subsidiary, RECPDCL, is acting as Project Implementing Agency (PIA)/Project Management Agency (PMA) in variousTransmission utilities across country by providing services in terms of Project Implementation and Project Management. At present, RECPDCL is implementing various transmission projects including 220 kV Extra High Voltage (EHV) Transmission Lines (TL) project in UT of Ladakh at an altitude of approx. 5,359 meters above mean sea level, which is Indias highest transmission line, as well as modern Gas Insulated Substation in Nubra &Zanskar valley of Ladakh under PMDP-15 on behalf of Ladakh Power Development Department (LPDD). These projects will connect Ladakh to uninterrupted grid power supply and will help in socioeconomic development of the region and in reducing dependence of DG set for power supply, which in turn will result in decreasing the overall Carbon footprint and associated pollution problem in the entire Ladakh region.

RECPDCL is also acting as a Project Implementing Agency for construction of 2 nos. 220/33 kV substations (GIS & AIS) in Kashmir & Jammu regions, respectively. The work of GIS substation at Lassipora, Kashmir region has been completed,

which is first of its kind in the region. It is extremely useful in catering present & future energy demand and providing quality and reliable power 24x7 to the entire region.

21.4 Other assignments:

a. Your Companys wholly owned subsidiary, RECPDCL continued to provide the IT Support services for R-APDRP (Part-A) System & Management and Technical Services for Commercial processes covering SAP support. Geographical Information System, Network Analysis Support, Revenue Assurance and AMR Support etc. along with Facility Management Services (FMS). Further, RECPDCL has prepared Action Plan & DPR under RDSS scheme and also executing PMC work under R-APDRP part-B having project cost of approx. Rs.1,000 crore in 34 packages.

b. In terms of mandate under RE-Bundling scheme, as Bid Process Coordinator, RECPDCL has recently concluded the bidding process of 1,750 MW of Solar projects of NTPC (1,250 MW) & DVC (500 MW) amounting to Rs.7,840 crore.

22. JOINT VENTURE & ASSOCIATE COMPANY

During the financial year 2022-23, Company does not have any Joint Venture & Associate Company, apart from investments, as detailed in the financial statements, forming part of this Annual Report. Further, in terms of the agreement executed amongst the Joint Venture partners i.e., NTPC Limited, REC Limited, Power Finance Corporation Limited and Power Grid Corporation of India Limited, EESL ceased to be a jointly controlled entity under Ind-AS framework.

23. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129 of the Companies Act, 2013 and Rules made thereunder and Indian Accounting Standards, the Company has prepared the Consolidated Ind-AS Financial Statements for the financial year 2022-23, that includes its wholly owned subsidiary company i.e., RECPDCL. The same shall also be laid before the ensuing 54th Annual General Meeting along with the Standalone Financial Statements of the Company.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of subsidiaries, associates and joint ventures in Form AOC-1, forms part of this Annual Report. The financial statements of Special Purpose Vehicle (SPV) companies, which are wholly-owned subsidiaries of RECPDCL, are not consolidated with the financial statements of REC, since the investment / interest in such companies is held for sale and therefore, interest in such SPV companies is accounted for as per Ind-AS 105.

The Audited Ind-AS Financial Statements including the Consolidated Ind-AS Financial Statements and Audited Accounts of subsidiaries of the Company are available on the website of the Company i.e., https://recindia.nic.in/recpdcl-annual-accounts. Further, these documents would be kept open for inspection through electronic mode by any member or any trustee for debenture holders. The Company would also make available copy thereof through e-mail upon specific request by a member of the Company.

24. DIRECTORS, KMP & POLICY FRAMEWORK RELATED THERETO

Being a Government company within the meaning of the Companies Act, 2013 and in terms of Article 91 of the Articles of Association of the Company, all Directors on the Board of REC are nominated / appointed / reappointed by the President of India acting through the Administrative Ministry

i.e., Ministry of Power, Government of India.

The nomination / appointment / reappointment of Directors and their eligibility criteria, qualifications, experience and selection procedure etc., is also subject to the prescribed norms of Department of Personnel & Training (DoPT), Department of Public Enterprises (DPE), Public Enterprises Selection Board (PESB) etc., as applicable from time to time, the compliance of which is taken care at the end of the Administrative Ministry.

Further, being a CPSE, the remuneration of Functional Directors, Key Managerial Personnel and other employees of the Company, including Senior Management Personnel, is determined as per the extant guidelines on pay, perquisites, allowances etc. issued by the Department of Public Enterprises (DPE) and/or Government of India from time to time. Nonexecutive Directors (including Independent Directors) are paid sitting fees for attending the meetings of Board or Committees thereof, which is well within the applicable provisions of the Companies Act, 2013. The Government Nominee Director is not entitled to receive any sitting fees from the Company, as per norms of the Government of India. Further, the Nominee Director of PFC is entitled to receive sitting fee for attending the Board or Committee meetings of REC, which is paid to PFC. Flowever, Smt. Parminder Chopra, Nominee Director of PFC has convevyed that no sitting fee is to be paid in connection with Board or Committees meetings of REC attended by her.

The Company has adopted a policy on diversity and skills of the board, criteria for appointing senior management personnel and remuneration to directors, KMPs and other employees, which can be accessed at https://recindia.nic.in/uploads/files/Amended—Policv-on- Board-Diversitv-Qther-matters-dt-150722.pdf.

Further, being a NBFC,/nter-o//o, the appointment of Directors in REC is also subject to due diligence by the Nomination & Remuneration Committee (NRC),as per the Companys policy on fit & proper criteria of Directors, which can be accessed at https://recindia.nic.in/uploads/files/Amended—Policv-on- Fit-Proper-Criteria.pdf.

As per the provisions of the Companies Act, 2013, the Board of Directors of the Company has designated the Chairman and Managing Director (CMD), Director (Finance), Director (Projects) and Company Secretary as Key Managerial Personnel (KMPs) of the Company.

Being a Government Company, the role of CEO is being performed by CMD and the role of CFO is performed by Director (Finance) of the Company.

Particulars of Directors & KMP and changes made during and after the year are brought out below:

24.1 CMD and Whole-time Directors

• Pursuant to a communication dated May 13,2022 issued by the Appointments Committee of the Cabinet (ACC) read with subsequent order issued by the Ministry of Power, Shri Vivek Kumar Dewangan, IAS (DIN 01377212) was appointed as the CMD of the Company, in the rank and pay of Additional Secretary to the Government of India, with effect from May 17,2022.

• Due to the appointment of Shri Sudhir Kumar Gangadhar Rahate, IAS (DIN 05254178) as Secretary, Department of Justice, Ministry of Law & Justice, he ceased to be a CMD of the Company with effect from May 10, 2022. Accordingly, the MoP vide its order dated May 10,2022, had assigned the additional charge of CMD-REC to Shri Ravinder Singh Dhillon (DIN: 00278074), the CMD of PowerFinance Corporation Limited,fora period of three months or until further orders. Shri Dhillon handled the additional responsibility of CMD-REC during May 10 to 16, 2022, i.e., till the appointment of regular incumbent namely Shri Vivek Kumar Dewangan.

• Further, vide order dated July 15, 2022, MoP had conveyed approval of ex post facto entrustment of the additional charge of Director (Technical) to Shri Ajoy Choudhury, Director (Finance), for the period February 1, 2022 till the date of joining of regular incumbent i.e., July 14,2022.

• Pursuant to order dated July 15, 2022, the MoP has appointed Shri Vijay Kumar Singh (DIN 02772733), who was earlier serving as Executive Director in the Company, as Director (Technical) of REC in the scale of pay of Rs.1,80,000- 3,40,000 (IDA), with effect from the date of his assumption of charge of the post till the date of his superannuation i.e., June 30, 2025 or until further orders, whichever is earlier. Shri V.K. Singh assumed the charge of Director (Technical) w.e.f. July 15,2022. Further, MoP vide its letter dated August 10, 2023, rechristened the existing post of Director (Technical) of the Company as Director (Projects).

24.2 Nominee Directors

• The Ministry of Power, vide its office order dated September 14, 2022, had appointed Shri Piyush Singh (DIN 07492389), Joint Secretary MoP as the Government Nominee Director on the Board of REC, vice Shri Vishal Kapoor (DIN 08700132), who was the earlier Government Nominee Director on the Board of REC.

• The Ministry of Power, vide its letter dated July 11, 2023, had appointed Shri Manoj Sharma (DIN 06822395) Director (Commercial) of Power Finance Corporation Limited as the PFC Nominee Director w.e.f. July 11,2023 on the Board of REC, vice Smt. Parminder Chopra (DIN 08530587), who was the earlier PFC Nominee Director on the Board of REC. Accordingly, Smt. Parminder Chopra ceased to be PFC Nominee Director w.e.f. July 11,2023.

24.3 Independent Directors

• The Ministry of Power, vide order dated March 3,2023, had appointed Shri Narayanan Thirupathy (DIN 10063245) as

Part-time Non-official (Independent) Director on the Board of REC w.e.f. March 6, 2023, for a period of three years with effect from the date of notification or until further orders.

24.4 Director(s) retiring and seeking appointment / reappointment at the ensuing AGM

In accordance with the provisions of the Companies Act,

2013 and Article 91 (iv) of the Articles of Association of the Company, Shri Vijay Kumar Singh, Director (Projects) shall retire by rotation at the ensuing 54th AGM of the Company and being eligible, offers himself for re-appointment. Further, pursuant to Regulation 17(1C) of SEBI LODR Regulation, the appointment of Shri Narayanan Thirupathy as Independent Director and Shri Manoj Sharma as PFC Nominee Director is also being submitted to the shareholders for approval. The Board recommends their appointment/re-appointment.

Brief resume and other particulars of Shri V.K. Singh, Shri Narayanan Thirupathy and Shri Manoj Sharma are annexed to the Notice of AGM forming part of this Annual Report.

24.5 Company Secretary

Shri J.S. Amitabh is Company Secretary of the Company.

25. EVALUATION OF BOARD OF DIRECTORS/INDEPENDENT DIRECTORS

As per the statutory provisions, a listed company is required to disclose in its Boards Report, a statement indicating the manner in which formal annual evaluation of the performance of the Board, its Committees and individual Directors has been made and the criteria for performance evaluation of its Independent Directors, as laid down by the Nomination and Remuneration Committee.

Flowever.the Ministry of Corporate Affairs videits notification dated June 5, 2015 has, inter-alia, exempted Government companies from the above requirement, in case the Directors are evaluated by the Ministry or Department of the Central Government which is administratively in charge of the company, as per its own evaluation methodology. Further,

MCA vide notification dated July 5, 2017, also prescribed 27. that the provisions relating to review of performance of IndependentDirectorsand evaluation mechanism prescribed in Schedule IV of the Companies Act, 2013, is not applicable to Government companies.

Accordingly, being a Government company, REC is inter-alia exempted in terms of the above notifications, as the evaluation of performance of all members of the Board of the Company is being done by the Administrative Ministry i.e., the Ministry of Power and/or by the Department of Public Enterprises (DPE). It is understood that during the financial year 2022-23, the performance evaluation of Non- Executive Directors of the Company was carried out by the Administrative Ministry, as per their interna I guidelines.

Further, your Company also enters into Memorandum of Understanding (MoU) with its holding company, PFC, under

the framework prescribed in MoU Guidelines issued by DPE. The MoU demarcates key performance parameters for the Company finalized in consultation with the Ministry of Power, Government of India and the performance of the Company is evaluated vis-a-vis the MoU parameters.

26. DIRECTORS RESPONSIBILITY STATEMENT

With reference to Section 134(5) of the Companies Act, 2013, it is confirmed that:

(i) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable Accounting Standards have been followed and no material departures have been made from the same;

(ii) such accounting policies have been selected and applied consistently (except for the adoption of newly effective Indian Accounting Standards as disclosed in the Notes to Accounts to the Financial Statements) and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) proper and sufficient care is taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013,forsafeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) internal financial controls have been laid to be followed by the Company and such internal financial controls were adequate and operating effectively;

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

MoU RATING & AWARDS

The performance of the Company in terms of MoU signed under the guidelines of the DPE, Government of India for the financial year 2023 is likely to be excellent, subject to final evaluation by DPE. For the financial year 2021-22 MoU rating of REC has been "Very Good", primarily due to a newly introduced parameter of stock price performance. During the financial year, REC has been:

• Accorded “Maharatna" status by the Department of Public Enterprise, Government of India for the Companys operational efficiency and financial strength;

• Awarded as the Best PSU in the Financial Services category and also as the Best Navratna by Dun & Bradstreet for financial year 2021-22;

Honble Minister of Power and MNRE, Shri R.K. Singh felicitated Shri Vivek Kumar Dewangan, CMD REC, with Green Ribbon Champions Award for its

Commitment to Environmental Sustainability

• Awarded with the Golden Peacock Award for Excellence in Corporate Governance for the year 2022 by the Institute of Directors (loD);

• Recognized as theBest Public Sector IT Project award at the Technology Excellence Awards 2022;

• Awarded with Golden Award by Government e-Marketplace (GeM) for its notable contribution towards encouraging procurement from GeM for FY

2022-23;

• Awarded under category Operational Performance Excellenceat the 12th PSE Excellence Awards; and

• Felicitated with Green Ribbon Champions Award for its Commitment to Environmental Sustainability.

Apart from above, Shri Vivek Kumar Dewangan, CMD, REC has been conferred with the prestigiousThe Most Promising Business Leaders of Asia Award, at the 7th edition of the Economic Times Asian Business Leaders Conclave 2022-23, for his stellar leadership in scaling up the operational business matters in the power sector value chain, path-breaking energy transition initiatives, remarkable achievement and contribution to the overall well-being of the economy.

28. THINK GREEN, GO GREENINITIATIVE

The Companies Act, 2013 permits companies to send documents like Notice of Annual General Meeting, Annual Report etc. through electronic means to its members at their

registered email addresses. As a responsible corporate citizen, the Company has actively supported the implementation of Green Initiativeof the Ministry of Corporate Affairs (MCA) and effected electronic delivery of Notices and Annual Reports to shareholders, whose email ids are registered. The intimation of dividend (interim/final) is also being sent electronically to such shareholders.

Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is providing e-voting facility to all members to enable them to cast their votes electronically in respect of resolutions set forth in the Notice of Annual General Meeting (AGM). The Company will also be conducting the AGM this year through video conferencing / other audio-visual means. Members can refer to the detailed instructions for e-voting and electronic participation in the AGM, as provided in the Notice of AGM.

Members, who have not registered their e-mail addresses so far, are requested to register their e-mail addresses with the Registrar and Share Transfer Agent (R&TA) of the Company or their respective Depository Participant (DP) and take part in the green initiative.

29. COMMITMENT TO SI/KACHHTA

REC has undertaken activities for creating awareness on Swachhta, like installation of dustbins at various public places.

plantation drive nearby office premises, interactive session on waste management and cleanliness for employees, special cleanliness drive at public utilities by Regional Offices/State

Offices, special cleanliness drive and fumigation in slum area near by corporate office premises and organizing best out of waste competitions in school, under the Swachhta Action Plan.

Interactive session on waste management and cleanliness for employees

30. RIGHTTO INFORMATION ACT, 2005

The purpose of the Right to Information Act, 2005 (RTI Act) is to enable the citizens to seek information from the public authorities and to ensure transparency and accountability in their functioning. An RTI Cell is in existence in the Company to deal with applications received under the RTI Act. The Company has designated a Chief Public Information Officer (PIO) to respond to the RTI applications and a First Appellate Authority (RTI) to adjudicate on RTI First Appeals for effective implementation of the RTI Act. The RTI Cell also comprises of an Assistant Public Information Officer.The entire functioning of the RTI Cell and implementation of the RTI Act in REC is observed by the Transparency Officer.

REC is also associated with the online RTI Portal of Government of India, Department of Personnel & Training https://rtionline.aov.in/. which enables citizens of India, to file RTI applications/first appeals online along with a payment gateway. Below is the information pertaining to the number of applications and appeals received by the RTI Cell, during the period of April 1,2022 to March 31,2023:

SI. no. Particulars of RTI

Nos.

1. Applications received

328

2. Applications disposed of

303

3. Applications received in

March, 2023 were disposed of subsequently*

25

4. First appeals received by Appellate Authority, REC

27

5. First appeals disposed of by Appellate Authority, REC

27

6. Appeals disposed of subsequently

-

7. Second appeals received from Central Information Commission

1

8. Second appeals disposed of by Central Information Commission

1

*The pending applications and appeals were disposed of within the timeframe.

Further, REC has placed the requisite information on its website, in compliance with the requirements specified by Department of Personnel & Training (DoPT). Further, in compliance of the said Guidelines, which provide for annual

audit of suo-moto disclosures by a third party, third-party audit of RTI Disclosures has been carried outand the report is posted on RECs website.

31. REPORTING UNDER PUBLIC PROCUREMENT POLICY FOR MICRO & SMALL ENTERPRISES (MSEs) ORDER, 2012

The Guidelines forMSMEs,as defined in the purchase procedure, are being followed by the Company. As an endeavor to foster the Governments ambitious initiatives for the promotion of MSME sector and in order to surpass the prescribed public procurement norms, revised with effect from November 2018, REC has already made it mandatory to procure 100% of certain common use goods and services valuing upto Rs.10 lakh from MSE vendors and also to allow purchase preference upto 25% of the tendered value to MSEs, out of which 4% is reserved for MSEs owned by SC, ST and 3% is reserve MSEs owned by women entrepreneurs for all cases where L, vendor is other than MSE vendors by allowing MSE vendors for price matching with L, if MSE bidders have quoted price within the band of L,+15%, wherever splitting is feasible. Further, REC is registered on GeM (Government e-Marketplace), Sambandh, Samadhan and TReDS (Trade Receivables Discounting System) portals of the Government of India (Gol) and all offices of REC, including regional offices, are effectively using the same.

During the financial year 2022-23, total procurement made by the Company was Rs.56.13 croreand REC not only achieved, but exceeded its targets set by the Government. The procurement from GeM portal was T50.10 crore (achieved more than the target of 25%) and procurement from MSEs was Rs.30.S7 crore (achieved more than the target of 25%), out of which procurement from SC/ST was T0.33 crore and procurement from women entrepreneurs was Rs.1.31 crore. The procurements from SC, ST and women entrepreneurs, highly depends on the claims lodged by vendors, on which REC has no control. It is also noteworthy, that there was no complaint against REC regarding delay in payments or any other grievance by any MSME vendor, on Gols Samadhan portal during the year.

Your Company has made it compulsory for all its Pan-India offices to have 100% procurement of Common use Goods and Services available on GeM are required to be procured mandatorily through GeM only; and has conducted a comprehensive GeM procurement training programme for its employees, having specially featured sessions of faculty from GeM. The same were attended and praised overwhelmingly by the participants. REC has also conducted its Annual Vendor Development Programme (VDP) through online session, which was attended by various vendors.

All tenders of REC are in full compliance of GolsMake in India directions, as applicable. Further, as per Gols directives, such compliance is being monitored quarterly by the Board of Directors; and on a case-to-case basis by the Sub-committee to ensure compliance of Gol directives on Make in India, for tenders valuing Rs.250 crore or above.

RECs Public Procurement Policy for MSEs and Make in India is included in all the tenders duly published on the website of the Company and on the CPPP (Central Public Procurement Portal). The same is also being examined and monitored on quarterly and annual basis by the Independent External Monitor (IEM) appointed by CVC. The IEM has found that all procurement activities are in order and has appreciated the efforts and achievements of REC.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In line with the provisions of Sexual Flarassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (PoSH Act), an Internal Complaints Committee has been constituted in the Company for redressal of complaint(s) against sexual harassment of women employees. The committee aims at sensitizing women employees and provide a healthy and congenial atmosphere to work. The committee is headed by a senior woman official of the Company and includes representative of NGO as one of its members. Anti- sexual harassment stance of the Company is also outlined in REC (Conduct, Discipline and Appeal) Rules.

During the financial year 2022-23, the Company did not receive any complaint of sexual harassment.

33. ANNUAL RETURN

The Annual Return of the Company for the financial year 2021-22 filed with the Ministry of Corporate Affairs (MCA); and the draft Annual Return for the financial year

2022-23, are available on the website of the Company at https://www.recindia.nic.in/annual-returns.

After filing of the Annual Return for financial year 2022-23 with MCA, the same will be uploaded on the website at the same weblink.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of Related Party Transactions required to be disclosed in Form AOC-2 for the financial year 2022-23 is annexed to this Report.

35. AUDITORS

35.1 Statutory Auditors

M/s S.K. Mittal & Co., Chartered Accountants, New Delhi (firm registration no.: 001135N) and M/s O.P. Bagla & Co. LLP, Chartered Accountants, New Delhi (firm registration no.: 000018N/N500091) were appointed as Statutory Auditors of your Company for the financial year 2022-23 by the Comptrollers Auditor General (CSAG) of India. The Statutory Auditors have audited the standalone and consolidated financial statements of the Company for the financial year 2022-23 and have given their report without any qualification, reservation, adverse remark or disclaimer. The Auditors Report(s) are forming part of this Annual Report.

Further, the appointment of the Statutory Auditors for the financial year 2023-24 is yet to be made by the CSAG of India. Approval of the Members will be obtained in the ensuing AGM, to authorize the Board of Directors to fix remuneration of the Statutory Auditors for the financial year 2023-24, as may be appointed by CSAG.

35.2 Secretarial Auditors

M/s Flemant Singh S Associates, Company Secretaries, Delhi (Certificate of Practice no. 6370), were appointed as Secretarial Auditors for carrying out Secretarial Audit of the Company for the financial year 2022-23. In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, they have issued Secretarial Audit Report for the financial year 2022-23 and the same is annexed to this Report.

35.3 Managements comments on the Auditors Report(s)

The managements reply to the observations of the Secretarial Auditors is as under:

Observation of Secretarial Auditors

Managements Reply

The Company was not in compliance with the Regulation 17 (1) of the SEBI (LODR), in respect of the appointment of requisite number of Independent Directors, as the Board had a total of four Independent Directors against the requirement of five Independent Directors as on March 31, 2023.

REC is a Government Company and as per the provisions of Article 91 of Articles of Association of the Company, the power to appoint Directors on the Board of the Company vests with the President of India, acting through the Administrative Ministry, i.e. the Ministry of Power, Government of India and the Company has no role in the appointment of Directors on its Board.

The Company has been requesting & following up with the Ministry of Power, Government of India, for appointment of requisite number of Independent Director on its Board.

Further, MoP has also requested Department of Public Enterprises, Government of India, to expedite appointment of one more Independent Director on the Board of REC.

The Company will be in due compliance with the applicable provisions of SEBI (LODR) 2015, on appointment of one more Independent Director by the Ministry of Power, Government of India, on the Board of REC Limited.

36. COMMENTS OF C&AG OF INDIA

The Comptroller & Auditor General {C&AG) of India, vide letter(s) dated July 31,2023 have given NIL comments on the Audited Financial Statements of the Company for the financial year ended March 31, 2023 under Section 143(6)(a) of the Companies Act, 2013.

The comments of C&AG for the financial year 2022-23 have been placed along with the report of Statutory Auditors of the Company in this Annual Report.

37. DEBENTURETRUSTEES

In compliance with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a list containing the details of Debenture Trustees appointed by the Company for different series of its bonds / debentures issued from time to time, is annexed to this Report.

38. STATUTORY DISCLOSURES

a) There was no change in the nature of business of the Company during the financial year 2022-23. However, the Memorandum of Association of the Company has been amended by way of a Special Resolution passed on October 27,2022 by the Shareholders through Postal Ballot of the Company. The amendment was done with a view to, inter-alia, enable the Company to lend to logistics and infrastructure sectors to the extent permitted by the Government of India.

b) The Company has not accepted any public deposits during the financial year 2022-23 and the Board of Directors of the Company has passed requisite resolution in this regard, in compliance of RBI Guidelines.

c) No orders were passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

d) The Company maintains an adequate system of Internal Control, including suitable monitoring procedures to ensure accurate and timely financial reporting of various transactions, efficiency of operations and compliance with statutory laws, regulations and Company policies.

For details, please refer to the Management Discussion and Analysis Reportannexed to this report.

e) Information on composition, terms of reference and number of meetings of the Board and its Committees held during the year, establishment of Vigil Mechanism/ Whistle Blower Policy and web-links for familiarization programmes of Directors, Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions, Policy for determining Material Subsidiaries, compensation to Key Managerial Personnel, sitting fees to Directors and details regarding IEPF etc. have been provided in the Report on Corporate Governance, prepared in compliance with the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and DPE Guidelines on Corporate Governance, 2010, as amended from time to time, which forms part of this Annual Report.

f) Pursuant to Section 186(11) of the Companies Act, 2013, loans made, guarantees given, securities provided or investment made by a company engaged in the business of financing of companies or of providing infrastructural facilities in the ordinary course of its business are not applicable to the Company, hence no disclosure is required to be made. Further, details of investments are appearing at note no. 10 of the Notes to Accounts of the standalone financial statements.

g) The provisions of Section 197 of the Companies Act, 2013 and Rules made thereunder relating to managerial remuneration are not applicable to Government companies, therefore no disclosure is required to be made.

h) There are no material changes and commitments affecting the financial position of the Company, which has occurred between the end of the financial year i.e., March 31,2023 and the date of this report.

i) The Company has not issued any stock options to the Directors or any employee of the Company.

j) The details related to vigilance cases, replies to audit objections and RTI matters etc., as applicable, are duly

incorporated in this report, as required vide OM dated January 24,2018 of the Ministry of Parliamentary Affairs, Government of India.

k) The Central Government has not prescribed the maintenance of cost records for the products/services of the Company under the Companies (Cost Records and Audit) Rules, 2014 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 prescribed by the Central Government underSection 148 of the Companies Act, 2013. Accordingly, cost accounts and records are not required to be maintained by the Company.

l) During the year under review, the statutory auditors/ secretarial auditors have not reported to the Audit Committee, any instances of fraud committed against the Company by its officers or employees.

m) The Company is compliant with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

n) The Independent Directors of the Company are nominated/appointed by the President of India acting throughtheAdministrativeMinistry,i.e.,MoP. Accordingly, the appointing authority considers the integrity, expertise and experience of the individual to be nominated/ appointed. In the opinion of the Board, the Independent Directors appointed during the year, are persons of integrity and possess the relevant expertise, proficiency 40. and experience to contribute effectively to the Company. Further, during the year, all the Independent Directors have met the requirements specified under Section 149

(6) of the Companies Act, 2013 and necessary declaration from each Independent Director was also received as required.

o) The Company has adequate internal financial controls with reference to the financial statements.

p) There is neither any pending IBC (Insolvency & Bankruptcy Code) proceeding against REC, nor have we received any notice for initiation of any IBC proceedings against the Company.

q) During the financial year 2022-23, no event has taken place that give rise to reporting of details w.r.t. difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions.

39. ANNEXURESTO BOARDS REPORT

In terms of the provisions of SEBI (Listing Obligations

& Disclosure requirements) Regulations, 2015 and other applicable statutory provisions, separate sections containing Management Discussion & Analysis Report, Report on Corporate Governance, Business Responsibility & Sustainability Report, are enclosed to this Boards Report. The Company has prepared an Integrated Report for the financial year 2022-23 on a voluntary basis, as per SEBI Circular dated February 6,2017.

Various statutory reports, information, certificates etc., in terms of the Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, DPE Guidelines on Corporate Governance for CPSEs, 2010 and other applicable statutory provisions, are enclosed to the Boards Report as under:

Particulars

Annexure

Management Discussion & Analysis Report

1

Report on Corporate Governance

II

Business Responsibility & Sustainability Report

III

Integrated Report

IV

Secretarial Audit Report

V

Auditors Certificate on Corporate Governance

VI

Annual Report on CSR Activities

VII

Particulars of Contracts or Arrangements with Related Parties

VIII

Details of Debenture Trustees appointed for different series of Bonds

IX

ACKNOWLEDGEMENTS

The Directors whole-heartedly thank the Ministry of Power, Ministry of Finance, Ministry of Corporate Affairs, NITI Aayog, Department of Investment and Public Asset Management, Department of Public Enterprises, Reserve Bank of India, Securities & Exchange Board of India and the Comptroller & Auditor General of India, for their guidance and support to the Company. The Directors also thank Power Finance Corporation Limited, the holding company, for their continued support.

The Directors extend their gratitude to all shareholders, investors, lenders and security holders for their faith in the Company. The Directors also thank all customers and borrowers, including State Governments, State Electricity Boards, State Power Utilities and Independent Power Producers, for reposing their trust and continuing their association with the Company.

The Directors are grateful to Statutory Auditors, Secretarial Auditors and other professionals associated with the Company, for their continuous support to the management. Last but not the least, the Directors thank the employees and staff, for working relentlessly in pursuit of excellence.

For and on behalf of the Board of Directors

Vivek Kumar Dewangan
Chairman & Managing Director
(DIN: 01377212)

Place : Gurugram

Date : August 11,2023