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Directors Report of SJVN Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty Seventh Annual Report of the Company for the year ended March 31, 2015 along with the Audited Statement of Accounts, Report of Auditors and Comments of the Comptroller and Auditor General of India.

The following financial highlights for the year ending 31st March, 2015 briefly encapsulate the performance of your company:-

1. FINANCIAL HIGHLIGHTS Rs. In crore)

PARTICULARS STANDALONE CONSOLIDATED

2014-15 2013-14 2014-15 2013-14

REVENUE

Revenue from Operations 2817.53 1873.58 2817.44 1873.52

Other Income 443.57 237.14 443.59 237.18

Total Revenue 3261.10 2110.72 3261.03 2110.70

EXPENSES

Employees'' 199.57 123.75 199.57 123.75

Benefits Expense

Finance Costs 64.56 28.88 64.56 28.88

Depreciation and

Amortization Expenses 641.00 474.52 641.00 474.52

Other Expenses 176.44 145.38 176.46 145.49

Total Expenses 1081.57 772.53 1081.59 772.64

Profit before exceptional 2179.53 1338.19 2179.44 1338.06 items and Tax

Exceptional Items 132.28 - 132.28 -

Profit Before Tax 2047.25 1338.19 2047.16 1338.06 Tax Expenses:

- Current Tax 429.11 280.50 429.12 280.51

- Deferred Tax (58.61) (56.94) (58.61) (56.94)

Profit for the Year 1676.75 1114.63 1676.65 1114.49

2. GENERATION

Gross Energy Generation of NJHPS during the year was 6838.125 MUs achieved as against MoU target of 6900 MUs for excellent rating and 7192.553 MUs during the previous year. The Plant Availability Factor (PAF) during the year was 105.504% against the MoU target of 92.5% and 105.75% during the previous year.

Gross Energy Generation of RHPS during the year was 1257.520 MUs as against MoU target of 950 MUs for excellent rating.

Gross Energy Generation of Wind Power Project at Khirvire during the year was 40.488 MUs as against target of 70 MUs for excellent Rating.

3. REVENUE AND PROFITS

The standalone revenue from operation increased by Rs. 943.95 crore to Rs. 2817.53 crore during the financial year 2014-15 compared to Rs. 1873.58 crore during the previous year. Similarly standalone Profit After Tax (PAT) increased by Rs. 562.12 crore to Rs. 1676.75 crore against Rs. 1114.63 crore for the previous year. The increase in revenues and profits was mainly on account of sale of energy generated by newly commenced Rampur Hydro Power Station and Khirvire Wind Power Projec, and arrear billing for previous years, after tarrif approval by CERC.

Consolidated accounts with the subsidiary & joint venture companies showed a decrease in profit of consolidated group by Rs. 0.10 crore as compared to standalone results of SJVN Limited on account of loss/ elimination of intra-group transactions in CPTC.

4. TRANSFER TO RESERVES

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

5. DIVIDEND

During the year an interim dividend of Rs. 0.63 per share has been paid in the month of February 2015. In addition your Board has recommended a final dividend of Rs. 0.42 per share. Thus, subject to your approval, a total dividend of Rs. 1.05 per share (Rs. 434.35 crore) is proposed to be paid for FY 2014-15 against Rs. 0.98 per share (Rs. 405.39 crore) paid during the previous year.

6. PROJECTS UNDER EXECUTION

6.1 RAMPUR HYDRO ELECTRIC PROJECT (412 MW)

The Rampur project with a generation potential of 412 MW has been built on river Satluj, situated in Shimla and Kullu districts of Himachal Pradesh in North India. The project is designed and operated as cascade tandem operating plant to Nathpa Jhakri Power Plant. Project is designed to generate 1878 million units of electricity each year.

Major works of project began in February, 2007. After completion of HRT, Surge Shaft, Valve House, Power House, TRT and other associated works, water filling of Water Conductor System was successfully completed in March, 2014 without any leakage. The synchronization/commissioning of first three units of project i.e. unit no. 1, 2 and 5 was achieved in FY 2013-14 with commercial operation beginning on 13.05.2014 and the remaining three units i.e. Unit no. 4, 3 and 6 were synchronized / commissioned in FY 2014-15 and are under commercial operation since 18.06.2014, 08.08.2014 and 16.12.2014 respectively.

Power generated from Rampur HPS is distributed to Northern Regional States i.e. Himachal Pradesh, Haryana, J&K, Punjab, Rajasthan, UP, Uttarakhand as per their percentage allocation by Ministry of Power.

7. PROJECTS UNDER SURVEY AND INVESTIGATION

7.1 ARUN-3 PROJECT (900 MW)

SJVN Arun-3 Power Development Company Pvt. Ltd (SAPDC) was incorporated & registered on 25.04.2013 as a single shareholder Private Limited company under the Nepalese Companies Act 2063, with SJVN Limited as its sole shareholder and principal objective to plan, promote, organize & execute the Arun-3 Hydro-electric Project. The Corporate office of the SAPDC is located at Biratnagar , Nepal and the project office is located at Khandbari, District Sankhuwasabha, Nepal. The project is a run-of-river scheme located on Arun river in Sankhuwasabha District of Nepal, which is 657 km from Kathmandu via Biratnagar. Letter of intent was issued on 23.05.2010 by GoN to SJVN to carry out infrastructure work at Dam & Power House site.

The survey & investigation works were completed in January, 2011. The Project has been techno-economically appraised by CEA on 30.04.2014. Project Development Agreement (PDA) was signed with IBN, GoN on 25.11.2014. EIA report was submitted to the Investment Board of Nepal on 20.03.2015 and Ministry of Science, Technology & Environment, GoN on 27.03.2015 which is under approval. Detailed Project Report for "300 Km long 400 kV D/C Didin (in Nepal)- Dhalkebar (in Nepal)- Muzaffarpur (in India) Transmission Line" has been appraised by CEA. Investment decision for a total cost of Rs. 7096.76 Crore at Sept, 2014 Price Level that includes Generation (Rs. 5947.95 Crore) & Transmission line (Rs. 1148.81 Crore) projects is under the consideration of Ministry of Power, Government of India.

SAPDC is geared up to take up the Infrastructure works of the Project as soon as the statutory clearances and investment decision to incur expenditure are available.

7.2 LUHRI PROJECT (601 MW)

Luhri Hydro Electric Project is located on river Satluj in Shimla/ Kullu/ Mandi districts of Himachal Pradesh. The project envisaged an HRT of 38 km length and 86 m high Dam to generate 2203 MUs of energy with installed capacity of 577 MW along with a Toe Power House with an installed capacity of 24 MW, generating 132 MUs of energy.

The Environment Clearance and Stage-I Forest Clearance had been accorded to the project by Ministry of Environment & Forests (MoEF) while acquisition of private land was under process.

The Detailed Project Report of the proposed scheme was under appraisal by CEA. During detailed scrutiny/examination, after the results of model studies to assess feasibility of surge tunnels, it was found that it would be difficult to construct 45m diameter dome over Surge Shaft in fractured/jointed rock mass and therefore layout of entire power house complex needed review. Also based on public apprehensions regarding reduction of flow in the river Satluj significantly in its respective reach because of 38 km long Head Race Tunnel envisaged for the scheme causing damage to the riverine ecology, GoHP during March, 2015 considering social and environmental/ecological reasons, advised SJVN to review the scheme and instead consider a multi stage development of the project. Accordingly a 3 stage development with a total installed capacity of 701 MW and taking up Stage-I initially is under consideration of SJVN.

7.3 DHAULASIDH PROJECT (66 MW)

The Dhaulasidh Hydro-electric Project with installed capacity of 66 MW is located on River Beas, in Hamirpur and Kangra Districts of Himachal Pradesh. The Project is designed as run-of-river project with a small live storage that would be utilized for peaking power during the lean season. The Project holds potential of generating 247.25 million units of electric energy in a 90% dependable year. The estimated cost of Project is Rs 1002.10 crore at Dec, 2014 Price level.

TEC of the Project was accorded on 25.06.2011 by Directorate of Energy, Govt of Himachal Pradesh. The Environment Clearance & Stage-1 Forest Clearance has been accorded by MoEF, Govt. of India. The Proposal for investment decision is under consideration of the Ministry of Power, Government of India. The process of acquisition of the private land measuring 252.23 Hectare shall be initiated in accordance with the provisions of Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation & Resettlement Act, 2013.

The possibility of generating solar power through floating panels in the reservoir area is also being taken up with the help of M/s BHEL for establishing its feasibility.

7.4 DEVSARI HEP (252 MW)

A run-of-river (RoR) scheme with installed capacity of 252 MW is located on River Pinder, in Chamoli District of Uttarakhand State. The project will generate 936.9 MU of energy in a 90% dependable year. The scheme was cleared by Govt. of Uttarakhand in October, 2007 and by Standing Technical Committee in April, 2012. DPR of the project was concurred by CEA in August, 2012. The estimated cost of the Project is Rs. 2299.85 crore at December, 2014 price level.

The project was recommended for Environment Clearance by the Expert Advisory Committee (EAC) of MoEF in its meeting held in December, 2012. However, Environment clearance was subject to Stage-I Forest Clearance which is pending. Forest Advisory Committee (FAC) meeting was held on 28.01.2015, wherein some observations were raised by FAC, and is being replied.

For acquisition of private land, Central Govt. as well as State Govt. are yet to notify the rules for carrying out provisions of New Land Acquisition Act, 2013. The CAT Plan of the project has been approved by Government of Uttarakhand (GoU). Other activities required for start of construction of project like mining and explosive clearance etc. are in process. Finalization of bidding documents for award of major civil works are in process. Subsequent to floods in 2013, the Hon''ble Supreme Court imposed stay on environment and forest clearance and final verdict of Hon''ble Supreme Court is still awaited.

7.5 NAITWAR MORI HEP (60 MW)

The Naitwar Mori HEP having proposed installed capacity of 60 MW is located on River Tons, a major tributary of River Yamuna in Uttarkashi District of Uttarakhand. The project is designed as run-of-river project and has the potential to generate 265.5 MU of energy in a 90% dependable year. The estimated cost of the Project is Rs. 696.80 crore at December, 2014 price level.

The DPR of the project was approved by Govt. of Uttarakhand in March, 2010. The project was recommended for Environment Clearance by the Expert Advisory Committee of MoEF in its meeting held in December, 2012. However, Environment clearance was subject to Stage-I Forest Clearance which is pending. The CAT Plan of the project has been approved by Government of Uttarakhand (GoU). Regarding Forest Clearance, R.O, Dehradun forwarded the case to MoEF, GoI, New Delhi on 22.12.2014 for further necessary action.

Possession of private land has been taken and mutation of land also done. Subsequent to floods in 2013, the Hon''ble Supreme Court imposed stay on environment and forest clearance and final verdict of Hon''ble Supreme Court is still awaited.

7.6 JAKHOL SANKRI HEP (51 MW)

The Jakhol Sankri HEP with proposed installed capacity of 51 MW is located on River Supin, a tributary of River Tons in Uttarkashi District of Uttarakhand. The project is designed as run-of-river project and has the potential to generate 216.26 MU of energy in a 90% dependable year. The estimated cost of the Project is Rs. 411.85 crore at March, 2012 price level.

DPR is under approval by Govt of Uttarakhand. Submission of revised Application of TOR for EIA/EMP report is in process. NBWL meeting was held on August 12/13, 2014. The committee deferred the proposal stating that this matter was pending before Hon''ble Supreme Court. Ministry of Environment, Forest and Climate change, Government of India has issued new guideline of accepting proposals of Diversion of Forest land online only. Accordingly, formalities are being carried out for submission of case online as per the check list provided by Government of Uttarakhand (GoU). Subsequent to floods in 2013, the Hon''ble Supreme Court imposed stay on environment and forest clearance and final verdict of Hon''ble Supreme Court is still awaited.

7.7 DOIMUKH HYDRO ELECTRIC PROJECT (80 MW)

The Doimukh HEP with installed capacity of 80 MW is located on River Dikrang in Papum Pare District of Arunachal Pradesh. MOA between SJVN and Govt. of Arunachal Pradesh was signed on 12.08.2014 in the presence of Hon''ble CM of Arunachal Pradesh. The project is designed to generate 294.54 MU of energy in a 90% dependable year. The estimated cost of the Project is Rs. 739.58 crore at May, 2012 price level.

The survey and investigation works of the project including topographic survey, drilling, drifting, construction material survey etc. are in the process of tendering and award while the process of clearances from various departments of the State Govt. have been initiated. The terms of reference for taking up Environment Impact Assessment and Environmental Mitigation Plan are in the process of approval by MoEF.

7.8 PROJECTS IN BHUTAN

7.8.1 KHOLONGCHHU H.E. PROJECT (600MW)

Kholongchhu HEP with the installed capacity of 600MW on the river Kholongchhu in Bhutan will annually generate 2568.88MU of energy. The DPR of the project has already been appraised by CEA as well as Royal Government of Bhutan(RGoB).The estimated cost of the Project is Rs. 3859.77 crore at June,2013 Price Level. The tariff of the project is Rs. 3.47 (1st Year).

The project is to be implemented by the Joint Venture Company of SJVN Limited and Druk Green Power Corporation (DGPC) Bhutan. Inter-Governmental Agreement between Royal Government of Bhutan (RGoB) and Government of India (GoI) was signed on 22.04.2014 in Thimpu. The foundation stone was laid by Hon''ble Prime Minister of India on 16.06.2014. Environment clearance was accorded by National Environment Commission (NEC) of RGoB on 21.07.2014. The Shareholders Agreement for development of 600MW KHEP between DGPC and SJVN was signed on 30.09.2014 at Thimpu.

7.8.2 WANGCHHU H.E. PROJECT (570 MW)

Wangchhu HEP is a run-of-river scheme with the installed capacity of 570MW on the river Wangchhu in Bhutan which will annually generate 2478.93 MU of energy.

The DPR vetted by CEA on 28.03.2014.DPR was submitted to RGoB on 13.05.2014. The revised DPR after incorporating comments submitted to RGoB for approval on 27.10.2014, is under approval. The estimated cost of the project is Rs. 4240.76 crore at Oct, 2014 price Level. The tariff of the project is Rs. 4.41 (1st Year).

The project is to be implemented by the JV Company of SJVN and Druk Green Power Corporation (DGPC), Bhutan. Inter- Governmental Agreement between Royal Government of Bhutan (RGoB) and Government of India (GoI) was signed on 22.04.2014 in Thimpu. Public consultation meetings have already been conducted. Final EIA/EMP report after incorporating the comments was submitted to NEC, RGoB for approval on 27.10.2014 and the same is under review in NEC of RGoB. Forest clearance for project components except roads and mining area have been obtained on 24.09.2014.

8. FURTHER DIVERSIFICATION

SJVN Limited envisions to develop itself into a "Fully Diversified Transnational Power Sector Company" in all types of conventional and non-conventional forms of energy and in this direction has ventured into Thermal, Solar and Wind Generation and Transmission Businesses. The status of progress of Thermal, Solar and Wind Generation and Transmission ventures during FY 2014-15 is as under:-

8.1 THERMAL PROJECTS

8.1.1 BUXAR THERMAL PROJECT (1320 MW)

SJVN had signed an MOU for setting up Green Field 1320 MW (2x660 MW) Supercritical Technology Thermal Power Project at Chausa village in Buxar district, Bihar in January,2013 for which Power Purchase Agreement (PPA) has been signed with Bihar State Power Holding Company Limited (BSPHCL) for 85% share of power generation on bus bar rate.

SJVN acquired the Project Executing Company i.e. Buxar Bijlee Company Private Limited on 04.07.2013 and paid all the liabilities due upto date. The name of Buxar Bijlee Company Private Limited was changed to SJVN Thermal Private Limited on 17.10.2013 which is now a wholly owned subsidiary company of SJVN Limited.

The JV Agreement, MoA, AOA, Term Sheet for JV formation have been signed on 07.01.2015 with six partner states for Deocha Pachami coal block (2102 MT). The Registration of the JV company is expected by August, 2015 with RoC, Kolkata. Investment approval for Pre-construction activities for an amount of Rs. 436.68 Cr. has been accorded by Ministry of Power, Gol.

The process of Land acquisition of 1067 acres is at an advanced stage of possession. Pre-Feasibility Report (PFR) for Rail Infrastructure has been completed by RITES. Appointment of Consultant for Pre-award activities is under process and expected to be finalized by the end of this year. Action for Tie-up of Fly Ash Utilisation and import of Coal is under process.

8.2 SOLAR PROJECTS

SJVN Limited has given a commitment to Government for development of 1000 MW Solar PV Power project (s) during a period of 5 Yrs. i.e. Yr. 2015-2019 in RE-INVEST Summit held on 15-17th February, 2015 in New Delhi.

8.2.1 CHARNKA SOLAR ENERGY PROJECT

SJVN has acquired 25 Acre of land in Charnka Solar Park for development of 5 MW Solar PV Power Project which will generate approx. 8 MUs annually. Commissioning of project is planned by March, 2016.

8.2.2 SAMBHAR ULTRA MEGA SOLAR POWER PROJECT

SJVN had entered into MOU with 5 other PSUs i.e. BHEL, SECI, Power Grid, HSL & REIL for development of Phase I of 1000 MW PV power project at Sambhar Ultra Mega Solar Power project. Due to certain legal and environment issues further progress on the development of project is kept under hold. Further, SJVN has signed a MOU with M/S Hindustan Salt Limited for development of Ultra Mega Hybrid Renewable (Solar & Wind) Energy Park at Kharaghoda and is also exploring the possibility of development of around 100 MW at Sambhar, Rajasthan jointly with M/s. HSL for which land identification with M/s HSL is under progress.

8.2.3 MOU FOR 500MW GRID CONNECTED PROJECT

SJVN has also signed an MOU with Solar Energy Corporation of India (SECI) on 19.06.2015 in New Delhi to set up 500 MW grid connected solar power projects. SECI shall facilitate for the development of Solar PV Power Project and will arrange land, PPA and Project management Consultancy assuring at least 12% ROE.

8.2.4 MISCELLANEOUS DEVELOPMENTS

SJVN has taken up exploration of possibilities for setting up Solar PV Power project on the land bank of Indian Railway and National Seed Corporation (NSC) at U.P., Maharashtra, M.P. and Rajasthan as well as in Solar Parks through competitive Bidding under National Solar Mission (JNNSM).

8.3 WIND PROJECTS

8.3.1 KHIRVIRE WIND POWER PROJECT IN MAHARASHTRA (47.6 MW)

Company has set up a 47.6 MW capacity Wind Power Project at Khirvire/Kombhalne villages of Ahmednagar district of State of Maharashtra. The project comprises 56nos. Wind Energy Generators (WEGs), each of capacity 0.85 MW. The Project started generation w.e.f. 20th January-2014 with commissioning of first lot of 25 WEGs and attained full generation capacity by commissioning the last 56th WEG on 20th May,2014.

8.4 TRANSMISSION PROJECTS

CROSS-BORDER POWER TRANSMISSION COMPANY LTD.

Cross- Border Inter Stale Transmission Link for trade of Power between Nepal & India is being developed by a Joint Venture Company (CPTC), wherein SJVN has 26% equity portion along with IL&FS Energy Development Company Ltd. (38%), POWERGRID (26%) and Nepal Electricity Authority (NEA) (10%). The above transmission link is of 400kV, D/C line (initially to be charged at 220kV) between Muzaffarpur & Dhalkebar. CPTC (JV Company) is executing the portion between Muzaffarpur & Sursand (87 km) at a project cost of Rs. 210.70 crore with 80:20, debt: equity ratio and debt portion amounting to Rs. 175.19 crore has been financed by PFC. Transmission link on the Nepal side of the line between Sursand & Dhalkebar (39 km) is being executed by another JV Company (PTCN) registered in Nepal having partners IL&FS Energy Development Company Ltd.(26%), POWERGRID (26%) and Nepal Electricity Authority (NEA) (48%) .

The award for execution of 87 km Power Transmission line (Muzaffarpur-Sursand) has been given to KEC International as EPC Contract and progress of work is in full swing. It involves 233 towers of 400 kV out of which 201 towers have been erected and 213 tower foundation work is completed, 58 kms, stringing have been completed and balance 29 kms. Stringing is in progress. Supply of material/equipment in respect of Towers, Earthing Material, Conductors, Equipment pipe structures, Circuit Breakers, Isolators, CT, PT, Surge Arresters and OPGW (first lot) have been completed. Pile Foundation at Budhi Gandak River and Baghmati River (3 locations each) have been completed.

9. CURRENT PERFORMANCE

For the quarter ending 30th June 2015, the power generated was 3340 MUs (previous year: 2160.788 MUs). The total income from sale of power recorded was Rs. 776.29 crore as against Rs. 674.71 crore for the corresponding quarter of the previous year.

10. ENVIRONMENT

Your company has adopted an Environment Policy in 2006, in response to its commitment and concern for sustainable development. In support of this policy, all projects are being regularly reviewed from legal stipulation angle as well as internal procedure and have shown complete compliance to all conditions stipulated by the Government of India while granting Environment and Forest Clearances.

Your Company''s Corporate Objectives also promote conservation and protection of environment as in ''striving clean and green project environment with minimal ecological and social disturbances''. Towards this end, your company has formulated a comprehensive Environment Management Plan to ameliorate any potential environmental impact for sustenance of resources over a long term.

The Environment Management Plan (EMP) for Nathpa Jhakri Hydro Power Station had been formulated for Rs. 35.38 crore. Activities such as compensatory afforestation, muck disposal plan, fisheries sustenance, green belt development, etc. have been completed while Catchment Area Treatment(CAT) plan works are under implementation by H.P. State Forest Department.

The EMP for Rampur Hydro Electric Project had been approved for Rs. 45.52 crore and mitigation measures at site are in completion stage. Restoration of muck dumping sites and other muck utilization areas in project has been largely done using state of the art Geo-Green Erosion Control Blanket technique which have been designed and evolved to provide an integrated solution for slope stabilization. Blanket is made up of bio-degradable coconut fibres and reinforced with high density polyethylene threads ,which not only retains water for longer period but gradually biodegrade naturally to fully blend with the soil conditions. The success achieved in Rampur Hydro Electric Project has prompted us to work towards improving this technique further while implementing it in other projects.

True to its commitment for self-regulation and environment protection, your company has also established an Environment Laboratory at Jhakri on the guidelines laid down by Ministry of Environment, Forest & Climate Change, Government of India. The laboratory is first of its kind in the area and has the facility for conducting Water and Wastewater analysis, Microbiological testing, Ambient Air Quality monitoring, Noise monitoring, Meteorological monitoring, Soil/Sludge/Sediment, Solid waste testing and Metal analysis.

11. CSR AND SUSTAINABILITY

An annual report of Corporate Social Responsibility, highlighting the Company''s CSR Policy, details of expenditure on CSR and overview of projects/ programs/ activities undertaken by the Company during FY 2014-15 in format prescribed under Companies (CSR Policy) Rules 2014 is annexed as Annexure-V and forms an integral part of this Directors Report.

12. REHABILITATION AND RESETTLEMENT

SJVN has implemented R&R Plan in NJHPS and RHEP incurring cumulative expenditure of Rs. 13.65 Cr. and Rs. 29.67 Cr. respectively. SJVN engaged the services of Agriculture Economic Research Centre, Himachal Pradesh University for Social Impact Evaluation of R&R implementation in the both projects. The SIE Reports reveals that the R&R implementation has notably raised the socio economic standard of the project affected families in all facets of their lives.

In NJHPS, whereas 130 landless families were already provided land for land , 5 more PAF cases are under process for providing agricultural land. SJVN had agreed with Local Representatives and Local Government for providing re-determined amount of land compensation to the left out land owners under NJHPS who could neither approach the Hon''ble Court nor the Land Acquisition Officer under Land Acquisition Act. In compliance, in first phase re- determined compensation of Rs. 1,47,50,137/- to 190 eligible land owners have been paid.

Under Local Area Development Fund (LADF) notification of GOHP, SJVN has so far made cumulative expenditure of Rs. 30.71 Cr. on various Infrastructural & Community Development works in Project areas under District Kullu and District Shimla of Rampur, HEP. During the financial year 2014-15, funds of Rs. 1.53 Cr. have been released to Deputy Commissioner, Kullu for various infrastructural and community development works and funds of Rs. 2.06 Cr. have released to Deputy Commissioner, Shimla for construction of Government Senior Secondary School, Rampur whereas funds of Rs. 3.00 Cr. were already released on this account.

13. RESEARCH AND DEVELOPMENT

In line with the DPE guidelines, SJVN has laid special attention on Research and Development for Process Improvement, Product Development etc. in its area of operation. Specific area in which R&D has been carried out during 2014-15 in line with MoU signed with MoP are:

a) Residual life assessment (RLA) study of Francis type runner of NJHPS.

b) Development of methodology of hard coating of Francis type runner of NJHPS.

c) Assessment of Residual service life of existing structures and suggestions for increasing the life of Nathpa Dam of NJHPS.

d) Development of Cheek Plate.

e) Study of abrasion resistance of different grades of concrete using normal & low strength coarse aggregate for use in wearing surfaces of NMHEP.

In addition to the R&D schemes chosen in the MOU, your company has also undertaken following additional R&D studies for overall development and system improvement:-

a) Continuation of studies on economical mix design for high strength concrete in continuation to MOU 2012-13.

b) Studies on optimum use of stone dust/crushed sand in M-10 and M-15 concrete.

c) Study for substitution of non-shrink ready mix concrete (Shrinkompetc.)

d) Use of synthetic fibre in concrete for its cohesion and imperviousness etc.

e) Study for improvement and standardization of Tunnel Grouting procedure and checking the effectiveness of grouting (other than water pressure test) under various tunneling condition.

All the projects have been successfully implemented under the guidance of eminent professionals from various Engineering fields and in collaboration with renowned institutions like IITs, NITs, NCCBM and NTTTI etc.

14. HUMAN RESOURCES

Human Resource is valued as "Greatest Asset" of an organization. Today the term "Human Capital" has been coined by Nobel Prize winning Economist Gary S.Becker to reflect their true worth. The present day economy has been titled as "Knowledge Economy" and so talent occupies the centre stage in Indian work place. In view of this, managing and retaining talent figures on the critical path en-route to organizational sustainability and success. Powered by about 1800 brain heads, we have immense faith in the capabilities of our human resource and believe in unleashing their potential in all possible ways. We take pride in the fact that the attrition rate for financial year 2014-15 was only 0.45%.

SJVN today practices a multi-pronged strategy to meet the aspirations of the ageing work force and "Gen Ys" who have stormed the work place. Leadership development, building competencies, multi-tasking and skill up gradation are meriting attention of the management. In the year ending March 2015, SJVN successfully accomplished the ambitious target of 2 days essential training to more than 90% of employees.

Our endeavor to achieve a performance driven culture is evidenced by the introduction of ''Robust Performance Management System'', to ensure holistic development of employees in addition to its inherent role as an assessment tool. Employee''s performance, so assessed, is duly recognized by payment of variable pay. For the year 2014-15, while the total expenditure on salary and wages was ''259.78 Crore, including Variable Pay amounting to ''22.89 Crore. Multi rater feedback or 360 degrees feedback has also been put in place to identify competency gaps and draw development plans accordingly.

World over reward and recognition are today recognized as an effective tool to reinforce performance driven culture. Rewards like Employee of the year Award, CMD Award, Best Suggestion Award and Special Recognition/Incentive for Shram Awardees have been introduced to recognize good performance of the employees. Our company''s efforts towards human resource development have been appreciated in the form of many awards like ''Organization with Innovative HR Practices'', ''7th CIDC Vishwakarma Award 2015'', ''Gold Plate CSR Award'', ''Legend PSU Shinning Award'' and ''Gold & Silver Shields'' to RHPS etc.

At SJVN Employee Welfare initiatives focus on inclusive welfare of employees and addresses concerns like House Building, Children Higher Education, Health Care, Insurance and Routine Health Check up etc. We are committed to take care of our valuable ''Human Capital'' not only while in service but also after the separation and have introduced many ambitious policies viz Scheme for Rehabilitation of Family of Deceased Employee and Benevolent Fund Scheme, Medical Benefits and pension, etc.

The total manpower (excluding deputationist) on the rolls of SJVN was 1561 as on 31st March, 2015 as against 1579 as on 31st March, 2014. The strength of HPSEB/HP Govt. employees on deputation on the above date was 258 as against 290 on 31st March, 2014. As of 31st March, 2015 the employees from SC,ST and OBC was 327, 101 and 178 respectively as against 332, 99 and 175 respectively during the previous year.

Your Company gives utmost importance for the enrichment of skills & in-house and external training programmes are organized in all disciplines and at all levels. As a result, during the financial year 2014-15, 1663 employees were trained for 5851 man days.

15. INDUSTRIAL RELATIONS

Regular Meetings are held with the representatives of the various Associations/ Unions to sort out the local issues as well as policy related matters. Recreational, Cultural and Sports functions on different occasions were also held, thus, resulting better employee-employer relations and cordial industrial relations were maintained during the year.

16. STATUTORY AND OTHER INFORMATIONS

The information required to be furnished as per the Companies Act 1956/ 2013, Listing Agreements, Government Guidelines, and Code of Corporate Governance of your Company, on the following matters is placed at respective annexures and form integral part of Directors Report:-

a. Management Discussion and Analysis - Annexure - I

b. Report on Corporate Governance - Annexure - II

c. Certificate from Practising Company Secretary regarding compliance of conditions of Corporate Governance - Annexure - III

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

e. Annual Report on CSR Activities - Annexure - V

f. MGT-9 - Extract of Annual Return - Annexure-VI

17. DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' state that :

* in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures, if any;

* the Directors have selected such accounting policies and applied them consistently except as disclosed in the Notes on Accounts and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

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

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

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

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

18. DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause-49 of the Listing Agreement.

19. SEXUAL HARASSMENT PREVENTION

SJVN has implemented the Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013 in its entirety.

Internal Complaints'' Committees as per the provisions of the act have been constituted at Corporate Office and Projects sites of SJVN.

Summary of Sexual harassment issues raised, attended and dispensed during the year 2014-15:-

No. of complaints received in 2014-15 -Nil-

No. of complaints disposed off -Nil-

No. of cases pending for more than 90 days -Nil-

No. of workshops or awareness programme against sexual harassment carried out Four

Nature of action taken by the employer or District Officer -Nil-

20. SECRETARIAL AUDIT

The Board appointed M/s SGS Associates, PCS to conduct Secretarial Audit for the Financial Year 2014-15.The Secretarial Audit Report for FY ended March 31, 2015. The Report of the Secretarial Auditors for the year ended 31.03.2015 is placed at Annexure-VII. Reply of Management to observations of Secretarial Auditor are placed at Annexure-VIII.

21. STATUTORY AUDIT

M/s Soni Gulati & Co., Chartered Accountants, Shimla, were appointed by Comptroller & Auditor General as Statutory Auditors of the Company for the financial year 2014-15.

The Report of the Statutory Auditors to the Members on the Standalone and Consolidated Accounts for the year ended 31.03.2015 is placed at Annexure-IX and Annexure-XI respectively. Comments of the Comptroller and Auditor General (C&AG) of India on the Standalone and Consolidated Accounts for the year ended 31.03.2015 are placed at Annexure-X and Annexure-XII respectively. Comments of Statutory Auditors and C&AG being "NIL", hence the reply by the Management thereto is not applicable.

22. COST AUDIT

Pursuant to the Central Government directions to audit Cost Accounting Records as maintained by the Company, your Company appointed M/s Balwinder & Associates, Cost Accountants, as Cost Auditor for the year 2014-15 with the approval of Ministry of Corporate Affairs for the audit. The Cost Audit Report for the year 2013-14 was filed with MCA on 20th September 2014.

23. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

24. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report. Directors Report / Financial Statements in respect of following Subsidiary Companies are also included in this Annual Report:-

1. SJVN Thermal Private Limited

ii. SJVN Arun-3 Power Development Company, Nepal

25. BOARD OF DIRECTORS

The Directors Report for the year 2015 contained changes in the Board level positions on account of appointments and cessations up to 31st March 2015. Subsequently, the following changes in the Board have occurred:-

Consequent to completion of their tenure of appointment, Smt. Asha Swarup, Sh. S.M. Lodha, Sh. K.S. Gill and Sh. Arun Mahajan ceased as Part-Time Non Official Directors on 13th September, 2014 and Sh. D.V. Dharmik ceased as Part-Time Non Official Directors on 13th December, 2014.

Sh. Mukesh Jain, Joint Secretary (Hydel), Ministry of Power, ceased as Part-Time Official Director (GoI Nominee) on 10th November, 2014 and Sh. Arun Kumar Verma, was appointed as Part-Time Official Director in place of Sh. Mukesh Jain with effect from 2nd December 2014.

Sh. R.P Singh, ceased as Chairman & Managing Director of the Company on 31st December 2014 on reaching age of superannuation. Sh. R.N. Misra, Director (Civil) held additional charge of CMD w.e.f. 6th January, 2015. Subsequently, pursuant to the orders of Ministry of Power Shri R.N. Misra was appointed as Chairman & Managing Director with effect from 26th February, 2015. Consequent to his assumption of charge as CMD, Shri R.N. Misra relinquished the post of Director (Civil), of the Company w.e.f. 26th February, 2015.

The Board welcomes the appointments and wishes to place on record its highest appreciation for the valuable contributions made by the outgoing Directors during their association with SJVN.

26. KEY MANAGERIAL PERSONNEL

During the year, in compliance with Section 203 of the Companies Act, 2013, following were designated as Key Managerial Personnel w.e.f. 28th July 2014:-

1. Sh. R.P. Singh, Chairman & Managing Director

2. Sh. A.S. Bindra, Chief Financial Officer

3. Sh. Soumendra Das, Company Secretary

Subsequently, on superannuation of Sh. R.P. Singh, Shri R.N. Misra was appointed as Key Managerial Personnel in his place w.e.f. 6th January, 2015.

27. IMPLEMENTATION OF OFFICIAL LANGUAGE

In order to ensure the implementation of the Official Language Policy of the Govt. of India, all possible efforts have been made by the company to achieve the targets as specified by the Department of Official Language. Company has received awards in recognition for these efforts. Under Section 3.3(i) of Official Language Act cent percent documents were issued bilingually. All the letters received in Hindi were replied to in Hindi. Company''s website is already in bilingual form and it is updated from time to time.

To encourage executives and non-executives to do their entire work in Hindi a number of incentive schemes are under implementation namely 1) Payment of amount equivalent to one increment every month for doing whole office work in Hindi, 2) Honorarium for writing technical papers in Hindi, 3) Cash prize on passing Hindi typing examination and 4) Cash prize for Best write-up published in in-house Hindi journal "Himshakti". Under these schemes 367 executives and non-executives have received prizes amounting to Rs. 6,17,890/- approximately.

Under the new "Rajbhasha Samman" Scheme Rs. 25,000/- are paid to each employee doing best work in Hindi in different Projects including Corporate Office and "Rajbhasha Uttkrishtta Samman" of ''30,000/- to the employee doing best work in Hindi at Corporate Level. This year twelve employees were awarded cash prizes of Rs. 3,05,000/- under the scheme.

To impart training to the executives and non-executives to do their day-to-day work in Hindi by organizing Hindi workshops/seminars is a continuous process in the company, 07 Hindi workshops/seminars have been organized and 159 nos. of executives and non-executive have been trained. Organising of Hindi quiz competitions on national/important occasions is a regular feature and besides this a number of competitions were also organized during "Hindi Fortnight" in which 346 nos. of employees and 250 nos. of students were awarded cash prizes amounting to Rs. 8,15,800/-.

Govt. of India, Ministry of Home Affairs, Department of Official Language has awarded prestigious Indira Gandhi Rajabhasha Shield Third Prize for its outstanding performance in implementation of Official Language during the year 2013-14. SJVN has been awarded NTPC Rajbhasha Shield (IInd Prize) for better performance in the field of implementation of Official Language. Rajbhasha Vaijanti Shield (Ist Prize) was also awarded to Corporation by Town Official Language Implementation Committee, Shimla for excellent performance in Hindi during year 2013-14.

Deptt. of Official Language, Ministry of Home Affairs, Govt. of India has constituted a separate Town Official language Implementation Committee, Shimla for CPSU & Banks under the Chairmanship of SJVN''s CMD.

To give impetus to the multi-facet talent of employees an in-house bi-annual Hindi magazine "Himshakti" was published and circulated. Out of total expenditure on purchase of books, 70.19% of amount was spent on purchase of Hindi books.

28. AWARDS & ACHIEVEMENTS

During the year, your Company received commendation for its work in form of various Awards and Achievements as under:-

* The Unit-5 & Unit-2 of Company''s Rampur Hydro Electric Project of SJVN Limited were selected for the ''Gold Shield'' and ''Silver Shield'' respectively for the year 2013-14 by the Ministry of Power, Govt. of India in the category of "Early Completion of Hydro Power Projects".

* SJVN Limited has been honored with the "CBIP award of Best Performing Hydro Power Utility". SJVN has received this award for outstanding contribution to the Nation by setting New Bench Mark in Generation and Maintenance, excellence in engineering and use of latest State of Art Technologies and smart solutions for tackling major silt erosion problems.

* HelpAge India has awarded "Gold Plate Award" to SJVN Limited for its contribution in providing free medical care to the unprivileged sections of the society.

* Sh. R.N. Misra Chairman & Managing Director, SJVN Limited has been conferred with "Legend PSU Shining Award" for the year 2014.

29. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

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

Particulars Details

Loans given Refer Note 2.14 and 2.19 to standalone

financial statements

Investments made Refer Note 2.12 to standalone financial

statements

Guarantees given Nil

Securities provided Nil

30. GENERAL

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

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

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

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

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

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

6. There are no Companies which have become or ceased as subsidiaries, joint ventures or associate Companies during the Year.

7. The company has not made any buy back of shares during the year under review.

31. ACKNOWLEDGEMENT

The Board of Directors acknowledge with deep appreciation, the co-operation and guidance extended by various Ministries/Departments of the Government of India, particularly, Ministry of Power, Ministry of Finance, Ministry of External Affairs, Ministry of Environment & Forest, Central Electricity Authority, Central Water Commission, Geological Survey of India, the Government of Nepal, the Government of Bhutan, the Government of Himachal Pradesh, particularly, the Departments of Power, Finance and Forests, the Pollution Control Board, State Governments of Bihar, Uttarakhand, Arunachal Pradesh, Gujarat and Maharashtra, the State Electricity Boards and the World Bank. Your Directors also convey their gratitude to the shareholders, various international and Indian banks and financial institutions for the confidence reposed by them in the Company. The Board also acknowledges and appreciates the contribution made by Contractors, Vendors, Consultants and others for achieving the planned goals of the Company.

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

For and on behalf of Board of Directors

(Ramesh Narain Misra) Chairman and Managing Director DIN:03109225

Date: 30th July 2015 Place: New Delhi


Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty Sixth Annual Report of the Company for the year ended March 31, 2014 along with the Audited Statement of Accounts, Report of Auditors and Comments of the Comptroller and Auditor General of India. The following financial highlights for the year ending 31st March 2014 briefly encapsulate the performance of your company.

1. FINANCIAL HIGHLIGHTS (Rs. In crore)

PARTICULARS 2013-14 2012-13

REVENUE

Revenue from Operations 1873.58 1682.10

Other Income 237.14 245.26

Total Revenue 2110.72 1927.36

EXPENSES

Employees'' Benefits Expense 123.75 109.54

Finance Costs 28.88 54.06

Depreciation and Amortization Expenses 474.52 446.67

Other Expenses 145.38 132.51

Total Expenses 772.53 742.78

Profit before exceptional items and Tax 1338.19 1184.58

Exceptional Items

Profit Before Tax 1338.19 1184.58

Tax Expenses:

- Current Tax 280.50 237.01

- Adjustment relating to earlier years --- (56.72) - Deferred Tax (56.94) (48.05)

Profit for the Year 1114.63 1052.34

2. GENERATION

Gross Energy Generation of NJHPS during the year was 7192.553 MUs achieved as against MoU target of 6825 MUs for excellent rating and 6777.777 MUs during the previous year. The Plant Availability Factor (NAPAF) during the year zoomed to an all-time high 105.75% against the MoU target of 92.0% and 104.262% in the previous year. The design energy for the NJHPS is 6612 MUs as approved by CEA.

Company''s maiden Wind Project - Khirvire Wind Energy Project, was also commissioned during the year and 3.32 MUs were generated from the Project up to 31.03.2014. Three units each of 68.67MW of Rampur HE Project have also been commissioned up to 31.03.2014.

3. DIVIDEND

The Company earned a net profit after tax of Rs. 1114.63 crore during the year as compared to Rs.1052.34 crore in the previous year. Your Directors have recommended a dividend of Rs.405.39 crore as against dividend of Rs.397.12 crore for the previous year. The dividend shall be paid after your approval. The declared dividend per equity share comes to Rs.0.98 (9.8%) as against Rs.0.96(9.6%) during the previous year.

4. PROJECTS UNDER EXECUTION

4.1 RAMPUR HYDRO ELECTRIC PROJECT (412 MW)

The Rampur project with a generation potential of 412 MW has been built on river Satluj, situated in Shimla and Kullu districts of

Himachal Pradesh in North India. The project is designed as a cascade tandem operating plant to Nathpa Jhakri Power Plant. The Annual Design Energy approved for Rampur HEP is 1878MU.

Major civil construction activities of Project are complete. The biggest challenge faced by Project in 2013 was restoration of collection gallery and heavy rock slide on TRT outfall exit channel. These two challenges were successfully met by completing collection gallery in Oct., 2013 and TRT outfall exit channel in March, 2014. The last activity of adit plugging of Head race Tunnel was completed on 22.02.2014 and tunnel filling was achieved on 14.03.2014.

The synchronization of first three units of Rampur H.E. Project viz Unit 1, 2 and 5 was achieved by 30.03.2014. The COD of these three units was declared on 13th May, 2014. The COD of fourth unit i.e. unit no. 4 has also been declared on 18th June 2014. The remaining two units are expected to be synchronized by end of August, 2014. Till 07.07.2014 the gross energy generated is 283.766 MU, which excludes 32.563 MU of infirm energy generated till then.

5. PROJECTS UNDER SURVEY AND INVESTIGATION

5.1 ARUN-3 PROJECT (900 MW)

SJVN Arun-3 Power Development Company Pvt, Ltd (SAPDC) has been established and registered on 25.04.2013 as a private limited company under the Nepalese Companies Act 2063 duly floated by single shareholder company SJVN Ltd with an aim to plan, promote, organize and execute the Arun-3 Hydroelectric Project. The corporate office of the SAPDC is located at Biratnagar-5. Morang, Nepal and project office is located at Khandbari, District Sankhuwasabha Nepal.

Memorandum of Understanding (MOU) was signed with the Govt. of Nepal (GoN) for the execution of 900 MW Arun - III Hydro-electric Project on 02.03.2008. This project is a run-of- river scheme located on Arun River in Sankhuwasabha District of Nepal, which is 657 km from Kathmandu via Biratnagar. Letter of intent issued on 23.05.2010 by GoN to SJVN to carry out infrastructure work at Dam & Power House site.

The survey and investigation works were completed in January 2011. The Project has been techno-economically appraised by CEA on 30.04.2014. The estimated cost of the projects at July2013 price level is Rs. 5668Crores.

The Survey license for DPR was issued by Government of Nepal. The application for Electricity Generation License has been filed to GoN on 14.07.2013.The draft EIA/EMP and draft R&R report has been submitted to IBN, GoN on 01.06.2014 for its approval. Project Development Agreement (PDA) is in advance stage of negotiation with Investment Board, GoN.

5.2 LUHRI PROJECT (601 MW)

The Luhri Hydro Electric Project (LHEP) with a generation potential of 601 MW (577 MW 24 MW Dam Toe P/H) is located on River Satluj, in Shimla/Kullu/Mandi districts of Himachal Pradesh. The project is designed as run of the river project. The project has the potential to generate 2203 132 million units of energy in a 90% dependable year. The estimated cost of the project at January, 2013 price level is Rs. 7137.02 Crore.

GOI accorded Stage-I approval on 27/02/2013 under Forest (Conservation) Act, 1980 for diversion of Forest land (271.15.77 ha). Acquisition of private land has been initiated. However, the same is to be dealt in accordance with the provision of the Right to Fair Compensation in Land Acquisition, Rehabilitation & Resettlement Act, 2013. The rules/procedures for the same are being framed by Govt. of Himachal Pradesh.

On recommendations of Expert Appraisal Committee (EAC), MoEF, Govt. of India had accorded Environment clearance to LHEP.

5.3 DHAULASIDH PROJECT (66 MW)

The Dhaulasidh Project with installed capacity of 66 MW is located on River Beas, in Hamirpur and Kangra districts of Himachal Pradesh. The Project is designed as a run of river project with a small live storage that would be utilized for peaking power during the lean season. The Dhaulasidh project holds potential of generating 247.25 million units of electric energy in a 90% dependable year. The estimated cost of Project is Rs. 613 Crore at April 2013 price level.

Techno-economic clearance for the project was accorded by Directorate of Energy, Govt. of HP for 66 MW. The environment clearance as well as Stage-I forest clearance has been accorded by MOEF, Govt. of India. The proposal for investment decision has been submitted to the Ministry, Govt. of India.

Acquisition of private land has been initiated. However, the same is to be dealt in accordance with the provisions of the Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation & Resettlement Act, 2013. The rules/procedure for the same are being framed by Govt. of Himachal Pradesh.

5.4 UTTARAKHAND PROJECTS

Devasari HEP (252 MW)- A Run of River (RoR) scheme with installed capacity of 252 MW is located on River Pinder, in Chamoli District of Uttrakhand State. The project will generate 936.9 MU of energy in a 90% dependable year. The RoR scheme was cleared by Govt. of Uttrakhand in October, 2007 and by the Standing Technical Committee in April, 2012. DPR of the project has been concurred by the CEA in May, 2012. The estimated cost of the Project is Rs. 1790 crore at June 2012 price level.

The project has also been recommended for accord of environment clearance by the Expert Advisory Committee (EAC) of MoEF in its meeting held in December 2012. Proposal for diversion of forest land has been recommended by the State Government for approval by the MoEF whereas for private land, Notification under Section-IX of LA-Act, 1894 was issued and the process of record verification etc., completed. Further, action will be taken in accordance with provisions of Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation & Resettlement Act, 2013. The rules/procedures required for the same are being framed by Govt. of Uttrakhand. Other activities required for start of construction of the project like mining and explosive clearance etc., are in the advance stage. The tendering process for major civil works has been initiated and the process of pre-qualification of bidders has been completed. Subsequent to floods in Uttrakhand, the Supreme Court has imposed stay on environment and forest clearance.

Naitwar Mori HEP (60 MW) – The Naitwar Mori Project having proposed installed capacity of 60MW is located on River Tons, a major tributary of River Yamuna in Uttrakashi District of Uttrakhand. The project is designed as a run-of-river project and has the potential to generate 265.5million units of electricity in 90% dependable year. The estimated cost of the project at September 2012 price level is Rs.664.6 Crore and the estimated construction period is 4 years.

The DPR of the project has been approved for 60MW by Govt. of Uttrakhand. EAC has recommended the Project for Environment Clearance in its meeting held on 27.12.2011. Regarding forest land diversion, State Advisory Group (SAG) in its meeting held on 15.05.2013 has recommended the case for forest clearance. The CAT Plan of the project has been approved by GoUK. The Payment of Compensation to the owners of private land has been done in December, 2013. Subsequent to floods in Uttrakhand, the Supreme Court has imposed stay on environment and forest clearance.

Jakhol Sankri HEP (51 MW) – The Jakhol Sankri Project with proposed installed capacity of 51MW is located on River Supin, a tributary of River Tons in Uttrakashi District of Uttrakhand. The project is designed as a run-of-river project and has the potential to generate 216.26million units of electricity each year. The estimated cost of the project at March 2012 price level is Rs. 411.85 Crore and the estimated construction period is 4 years.

For assessment of geological features, drilling of 1115m has been done. Drift of 78m at Power House Site and 183.40m at Barrage site have also been completed. DPR has been submitted and is under examination with Government of Uttrakhand. State Board of Wild Life, Uttrakhand has recommended the proposal for Wild Life Clearance and the same has been forwarded by State Government to National Board of Wild Life, MoEF, Government of India in July, 2013 for further necessary action. Subsequent to floods in Uttrakhand, the Supreme Court has imposed stay on environment and forest clearance.

5.5 ARUNACHAL PRADESH HYDRO PROJECTS

Doimukh Hydro Electric Project (80 MW)

The draft MOA is submitted to Ministry of Power for obtaining NOC on 01/05/2013. The estimate for carrying out topographical survey of Doimukh HEP was sanctioned on 08/05/2014.

Ranga Nadi Stage -II HEP(60MW)

Matter regarding interference of FRL of Ranganadi Stage-II is being pursued with GoAP so as to allow SJVN to carry out the project upto a level of 327m along with other alternatives.

New Projects in Arunachal Pradesh

An expression of interest has been published by SJVN on 09/04/2014 for short listing of agencies for implementation of hydro power projects with installed capacity of 50MW and above in JV mode with SJVN in Arunachal Pradesh.

6. CONSULTANCY

6.1 PROJECTS IN BHUTAN

Kholangchu H.E. Project (600MW) - Kholangchu HEP with the installed capacity of 600 MW on the river Kholanghcu in Bhutan will annually generate 2568.88 MU of energy. The DPR of the project has already been appraised by CEA as well as Royal Govt. of

Bhutan (RGoB). The estimated cost of the Project is Rs.3860 Crore at June 2013 Price Level.

The project is to be implemented by the Joint Venture Company of SJVN and Druk Green Power Corporation (DGPC), Bhutan. Intergovernmental agreement has been signed between Govt. of India and Royal Govt. of Bhutan concerning development of Joint Venture Hydro Power Projects on 22/04/2014. The EIA/EMP reports as well as forest clearance proposals have already been submitted to Royal Government of Bhutan.

Wangchu H.E. Project (570 MW)- Wangchu HEP a run of river scheme with the installed capacity of 570 MW on the river Wangchu in Bhutan will annually generate 1968.55 MU of energy. After the appraisal of DPR of the project by CEA, the DPR has already been submitted to Royal Government of Bhutan (RGoB). The estimated cost of the Project is Rs. 4060 Crore at July 2013 Price level.

The project is to be implemented by the JV Company of SJVN and Druk Green Power Corporation (DGPC), Bhutan. Intergovernmental agreement has been signed between Govt. of India and Royal Govt. of Bhutan concerning development of Joint Venture Hydro Power Projects on 22/04/2014 for Wangchu HEP. The process for investment decision by Govt. of India for which the process has already been initiated. The EIA/EMP reports have already been submitted to RGoB. Public consultation meetings have been conducted. Forest Clearance proposal has also been submitted to Royal Government of Bhutan.

7. PROJECTS UNDER JOINT VENTURE

7.1 400KV D/C INDO-NEPAL CROSS-BORDER POWER TRANSMISSION COMPANY LTD.

Letter of award for construction of Transmission Line from Dhalkebar to Muzaffarpur @ Rs. 127.13 Crore was issued to M/s KEC International Ltd. by JV Company on 4th March, 2014.

SJVN has been appointed as consultant by CPTC to provide liaison and co-ordination services for obtaining various clearances/permits for an amount of Rs. 1.0941 Crore.

8. FURTHER DIVERSIFICATION

SJVN Limited envisions to develop itself into a "Fully Diversified Transnational Power Sector Company" in all types of conventional and non-conventional forms of energy and in this direction has ventured into Thermal, Solar and Wind Generation and Transmission Businesses.

8.1 THERMAL PROJECTS

Buxar Thermal Project (1320 MW)

SJVN has signed an MOU for setting up Green Field 1320 MW (2 x 660 MW) Supercritical Technology Thermal Power Project at Chausa village in Buxar district, Bihar in Jan.,2013.

Power Purchase Agreement (PPA) has already been signed between Bihar State Power Holding Company Limited (BSPHCL) and Project Executing Company i.e. Buxar Bijlee Company Private Limited for 85% share of power generation on bus bar rate.

SJVN has taken over the Project Executing Company i.e. Buxar Bijlee Company Private Limited on 04.07.2013 and paid all the liabilities due upto date. The name of Buxar Bijlee Company Private Limited has been changed to SJVN Thermal Private Limited on 17.10.2013.

Ministry of Coal, Govt. of India vide letter dated 6th September, 2013 has allocated Deocha Pachami coal block (2102 MT) located in Birbhum district of West Bengal to SJVN for Buxar Thermal Power Plant along with Six State Power Utilities. JV Agreement, MoA, AOA for JV formation have been prepared by WBPDCL and circulated to all allocatees for their comments.

The process of Land acquisition of 1067 acres is at advanced stage of possession as disbursement of payment is in progress.

Preliminary Stage of Pre-construction Activities viz. Updation of DPR of 1320 MW Buxar thermal Power Project & Pre-feasibility Report for Rail Infrastructure are in progress.

8.2 WIND PROJECTS

Khirvire Wind Power Project in Maharashtra (47.6 MW)

SJVN commenced Generation of energy from wind resource w.e.f. 20.01.2014 from its Khirvire Wind Power Project (56 units of 850kW each) in Ahmednagar district of Maharashtra. 56th unit of the Project was commissioned on 20.05.2014. With the commissioning of all 56 WEGs, the whole Project stands commissioned on 20.05.2014.

8.3 SOLAR PROJECTS

Charnaka Solar Energy Project

Approval for setting up a 5 MW Solar power project at Charnaka, Gujarat has been obtained from SJVN Board. Land has been allotted for the said project by M/s GPCL. Project is expected to be commissioned during FY 2014-15.

Sambhar Ultra Mega Solar Power Project

SJVN as a Joint Venture Partner with 16% equity sharing along with 6 other PSUs i.e. BHEL (Equity : 26%), SECI (Equity : 23%), Power Grid (Equity : 16%), HSL (Equity : 16%)& REIL (Equity : 3%) in the Joint Venture Company being formed for setting up of 4000 MW Ultra Mega Solar Power Projects at Sambhar, Rajasthan. The MoU for formation of the Joint Venture Company has been signed on 29.01.2014.

The first phase of 1000 MW will be executed through viability gap funding from National Clean Energy Fund (NCEF) and power will be sold @5.50 per kWh.

Project will be completed within 3 years. SJVN will carry out Designing of Layout, Civil Structures, Project Management Consultancy, Monitoring and Owner''s Engineering Supervision of Erection and Commissioning for the project

9. CURRENT PERFORMANCE

For the quarter ending 30thJune 2014, the power generated was 2160.788 MUs (previous year: 2329.757 MUs). The total Income from sale of power recorded was Rs.674.71 crore as against Rs.537.68 crore for the corresponding quarter of the previous year.

10. ENVIRONMENT

Your company has adopted an Environment Policy in 2006, in response to its commitment and concern for sustainable development. In support to this policy, all projects are being regularly reviewed from legal stipulation angle as well as internal procedure and have shown complete compliance to all conditions stipulated by the Government of India while granting Environment and Forest Clearances.

Your company''s Corporate Objectives also promote conservation and protection of environment as in ''striving clean and green project environment with minimal ecological and social disturbances''. Towards this end, your company has formulated a comprehensive Environment Management Plan to ameliorate any potential environmental impacts for sustenance of resources over a long term.

The Environment Management Plan (EMP) for NathpaJhakri Hydro Electric Project had been formulated for Rs. 35.85 Crores. Activities such as compensatory afforestation, muck disposal plan, fisheries sustenance, green belt development, etc. have been completed while CAT plan works are under implementation by State Forest Department, Govt. of H.P.

The Environment Management Plan (EMP) for Rampur Hydro Electric Project had been approved for Rs.45.52 Crores and mitigation measures at site are in various stages of implementation. Restoration of muck dumping sites and other muck utilisation areas in Rampur HE Project has been largely done using state of the art Geo-green erosion control blanket system which have been designed and evolved to provide an integrated solution for slope stabilization. Made from biodegradable coconut fibers and reinforced with high-density polyethylene threads, these blankets not only retain water for longer periods but gradually biodegrade naturally to fully blend with the soil conditions. The success achieved in Rampur Hydro Electric Project has prompted us to work toward improving this technique further while implementing it in other projects.

True to its commitment for self regulation and environment protection, your company has also established an Environment Laboratory at Jhakri on the standards laid down by Ministry of Environment & Forests, Govt. of India. The lab is first of its kind in the area and has the facility for conducting Water and Wastewater analysis, microbiological testing, ambient air quality monitoring, noise monitoring, oil and grease analysis, meteorological monitoring, soil/sludge/sediment, solid waste testing and metal analysis.

11. CSR AND SUSTAINABILITY

The CSR and Sustainability Plan for the financial year 2013-14 was implemented with a budget of Rs.13.68 Crore i.e 1.3 % of profit after tax (PAT) of the previous financial year 2012-13 .Following major CSR and sustainability works were carried out in the surrounding areas of SJVN''s Projects situated in the states of Himachal Pradesh, Uttrakhand, Bihar and Arunachal Pradesh:- 1. 30 specialised health camps were organized which included 10 camps in District Chamoli which is a backward district in Uttrakhand. 7,144 patients were benefited.

2. Free health services under the banner of Satluj Sanjeevani Sewa through additional 06 Mobile Medical Units(MMUs) including 02 MMUs for the backward District Chamoli, in Uttrakhand were started by engaging a specialised agency Help Age India. 42,712 treatments were provided to the local communities.

3. 529 local youth were imparted skill development training including 132 local youth of backward district, Chamoli.

4. 42 community assets were created including 05 in backward district Chamoli.

5. 5 children parks have been constructed in Shimla in association with Municipal Corporation, Shimla.

6. As a part of Sustainability measure, the work of laying "Sewerage Treatment System" for AwadiDeh area of village Jhakri under NJHPS has been awarded.

7. 150 meritorious students were awarded SJVN Silver Jubilee Scholarship consisting of HP- 85, UK - 25, Bihar - 25 and AP- 15.

8. Financial support of Rs. 2 Crore was provided to IAMD, to provide curative and therapeutic help to the patients of muscular dystrophy by constructing therapy centre in Solan (HP).

9. Financial support of Rs.4 Crore was provided to ABV Engineering college, Pragatinagar, H.P. for setting up of the institute.

10. 3 economically poor students were sponsored to Abhyanad Super 30, New Delhi for coaching for IIT/NIT Entrance examinations.

With a view to assess the impact and expected outcomes of CSR and Sustainability schemes, SJVN deployed an independent committee of experts. The committee report reveals that the CSR and Sustainability schemes have been successfully implemented in true spirits and in conformity to the annual targets.

The Construction Industry Development Council, New Delhi has adjudged the contribution of SJVN in CSR and Sustainability as excellent and has conferred "CIDC Vishwakarma Award–Achievement Award for Social Development and Impact".

12. REHABILITATION AND RESETTLEMENT

SJVN has implemented R&R Plans in NJHPS and RHEP incurring cumulative expenditure of Rs.13.60 Crore and Rs.26.80 Crore respectively. SJVN has also agreed to pay re-determined amount of land compensation to those left out interest holders under NJHPS who could neither approach the Hon''ble court for enhancement of compensation nor filed any application for re- determination. In compliance to the said commitment, the applications received from the left out interest holders are being examined. In RHEP crop compensation to the tune of Rs.2.84 Crore has been distributed among the local farmers making the cumulative compensation amount of Rs.7.03 Crore. Similarly blast damage compensation to the tune of Rs.1.27 Crore has been distributed among the local house dwellers making the cumulative compensation amount of Rs.5.11 Crore. Under the Local Area Development Authority ( LADA) works, SJVN has approved revised cost estimate of Rs.5.54 Crore for construction of Kunni Bridge near Rampur, out of which Rs. 64 Lakh have already been provided to HP PWD for acquiring land for construction of the bridge. Similarly SJVN has approved revised cost of Rs. 5.06 Crore for construction of Govt. Sr. Secondary School, Rampur. Rs.1.0 Crore was released to GOHP during the year making cumulative released amount of Rs. 3.0 Crore.

In Naitwar Mori Hydro Electric Project (Uttrakhand), 7.156 ha of private land falling in 3 villages comprising 104 land owners have been acquired at a compensation amount of Rs. 11.04 Crore.

13. RESEARCH AND DEVELOPMENT

In line with the DPE guidelines, SJVN has laid special attention on Research and Development for Process Improvement, Product

Development etc in its area of operation. Specific areas in which R&D has been carried out during 2013-14 in line with MoU signed with MoP are:

a) Study of Wind Power Potential and appropriate technology for setting up of Wind Power Project in SJVN project location through MNRE designated Institutes.

b) Analysis of bubble formation phenomenon in outfall structure of NJHPS for causes of occurrence, type of gas and its effect on the structure.

c) Study of erosion of non-removable components of turbine and its in-situ machining.

d) Study of installation of suitable monitoring/inspection equipment inside lined water conducting system to monitor the performance of lining without dewatering.

e) Study of performance of steel fibre reinforced shotcrete in desilting chamber of NJHPS.

f) Identification, testing and subsequent Field trial for Tungsten Carbide powders for HVOF hard coating.

g) Monitoring of Glacial lakes and Water Bodies in Satluj Catchment.

h) Continuation of study on High Strength and Self Compacting Concrete.

I) Study of efficacy of expansion system type accumulators to counter pulsations in secondary cooling water system of generating units in NJHPS.

All the projects have been successfully completed under the guidance of eminent professionals from various engineering fields and in collaboration with renowned Research Institutes like CWET, NCCBM etc.

Total expenditure on R&D projects completed during the FY 2013-14 was Rs.6.48 Crore.

14. HUMAN RESOURCES

Human Resource is valued as "Greatest Asset" of an organization. Today the term "Human Capital" has been coined by Nobel Prize winning Economist Gary S. Becker to reflect their true worth. The present day economy has been titled as "Knowledge Economy" and so talent occupies the centre stage in Indian work place. In view of this, managing and retaining talent figures on the critical path en-route to organizational sustainability and success. Powered by about 1800 brain heads, we have immense faith in the capabilities of our human resource and believe in unleashing their potential in all possible ways. We take pride in the fact that the attrition rate for financial year 2013-14 was 0.37%.

SJVN today practices a multi-pronged strategy to meet the aspirations of the ageing work force and "Gen Ys" who have stormed the work place. Leadership development, building competencies, multi-tasking and skill up gradation are meriting attention of the management. In the year ending March 2014, SJVN successfully accomplished the ambitious target of 2 days essential training to more than 90% of employees.

Our endeavor to achieve a performance driven culture is evidenced by the introduction of ''Robust Performance Management System'', to ensure holistic development of employees in addition to its inherent role as an assessment tool. Employee''s performance, so assessed, is duly recognized by payment of variable pay. For the year 2013-14, while the total expenditure on salary and wages was Rs.235.42 Crores, the amount paid as Variable Pay stood at Rs.13.32 Crores. Multi rater feedback or 360 degree feedback has also been put in place to identify competency gaps and draw development plans accordingly.

World over reward and recognition are today recognized as an effective tool to reinforce performance driven culture. Rewards like Employee of the year Award, CMD Award, Best Suggestion Award and Special Recognition /Incentive for Shram Awardees have been introduced to recognize good performance of the employees. Our company''s efforts towards human resource development have been appreciated in the form of many awards like ''14th Annual Greentech Environment Award'', ''IPE HR Leadership Award'', ''IPE CEO with HR Orientation'' ''6th Vishwakarma Awards'', and ''PSE Excellence Award'' etc.

We are committed to provide a safe, hygienic and humane workplace. Applauding our efforts in this direction, Rampur Hydro Electric Project has been awarded with Vishwakarma Award in the category of "Achievement Award for Construction, Health Safety & Environment".

At SJVN Employee Welfare initiatives focus on inclusive welfare of employees and addresses concerns like House Building, Children Higher Education, Health Care, Insurance and Routine Health Checkup etc. We are committed to take care of our valuable ''Human Capital'' not only while in service but also after the separation and have introduced many ambitious policies viz. Scheme for Rehabilitation of Family of Deceased Employee and Benevolent Fund Scheme, Medical Benefits and pension etc.

The total manpower (excluding deputationist) on the rolls of SJVN was 1579 as on 31st March, 2014 as against 1479 as on 31st March, 2013. The strength of HPSEB/HP Govt. employees on deputation on the above date was 290 as against 313 on 31st March 2013. As of 31st March, 2014 the employees from SC, ST and OBC was 332, 99 and 175 respectively as against 324, 92 and 143 respectively during the previous year.

Your company gives utmost importance for the enrichment of skills & towards this in-house and external training programmes are organized in all disciplines and at all levels. As a result, during the financial year 2013-14, 1737 employees were trained for 6284 man days.

15. INDUSTRIAL RELATIONS

Regular Meetings are held with the representatives of the various Associations/Unions to sort out the local issues as well as policy related matters. Recreational, Cultural and Sports functions on different occasions were also held, thus, resulting better employee- employer relations and cordial industrial relations during the year.

16. STATUTORY AND OTHER INFORMATIONS

The information required to be furnished as per the Companies Act 1956, Listing Agreements, Government Guidelines, and Code of Corporate Governance of your Company, on the following matters is placed at Annexure "A"

a) Management Discussion and Analysis.

b) Report on Corporate Governance.

c) Information on Conservation of Energy, Technology Absorption and Foreign Exchange earnings and out go.

d) Information as per Companies (Particulars of Employees) Rules 1975.

17. DIRECTORS RESPONSIBILITIES STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies (Amendment) Act, 2000 with respect to Directors Responsibility statement, the Directors confirm that in the preparation of the annual accounts for the year ended March 31, 2014:

- the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

- that the directors had selected such accounting policies and applied them consistently except as disclosed in the Notes on Accounts and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year;

- that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- that the directors had prepared the annual accounts on a going concern basis.

18. AUDITORS REPORT

M/s Soni Gulati & Co., Chartered Accountants, Shimla, were appointed by Comptroller & Auditor General as Statutory Auditors of the Company for the financial year 2013-14.

The Report of the Statutory Auditors to the Members on the Accounts for the year ended 31.03.2014 is placed at Annexure "B". Comments of the C&AG of India on the Accounts for the year ended 31.03.2014 are placed at Annexure "C".Comments of Statutory Auditors and C&AG being "NIL", the reply by the Management thereto is not applicable.

18.1 COST AUDIT

Pursuant to the Central Government directions to audit Cost Accounting Records as maintained by the Company, your Company appointed M/s Balwinder & Associates, Cost Accountants, as Cost Auditor for the year 2013-14 with the approval of Ministry of Corporate Affairs for the audit. The Cost Audit Report for the year 2012-13 was filed with MCA on 14th August 2013.

19. BOARD OF DIRECTORS

The Directors Report for the year 2013 contained changes in the Board level positions on account of appointments and cessations up to31st March 2013. Subsequently, the following changes in the Board have occurred:- Pursuant to the orders of Ministry of Power, Shri Mukesh Jain was appointed as Government of India Nominee Director in place of Shri G. Sai Prasad, with effect from 5th November 2013.

The Board welcomes the appointments and wishes to place on record its highest appreciation for the valuable contributions made by the outgoing Directors during their association with SJVN.

20. IMPLEMENTATION OF OFFICIAL LANGUAGE

In order to ensure the implementation of the Official Language Policy of the Govt. of India, all possible efforts have been made by the company to achieve the targets as specified by the Department of Official Language. Company has received awards in recognition for these efforts.

Under section 3.3(I) of Official Language Act cent percent documents were issued bilingually. All the letters received in Hindi were replied to in Hindi.

Company''s website is already in bilingual form and time to time it is updated.

To encourage executives and non-executives to do their entire work in Hindi a number of incentive schemes are under implementation namely 1) Payment of amount equivalent to one increment every month for doing whole office work in Hindi, 2) Honorarium for writing technical papers in Hindi, 3) Cash prize on passing Hindi typing examination and 4) Cash prize for Best write- up published in in-house Hindi journal "Himshakti". Under these schemes 367 executives and non-executives have received prizes amounting to Rs.4,43,460/- approximately.

Under the "Rajbhash Samman" Scheme of reward of Rs.25,000/- to each employee doing best work in Hindi in different Projects including Corporate Office and "Rajbhasha Uttkrishtta Samman" scheme of reward of Rs.30,000/- to the employee doing best work in Hindi at Corporate Level eleven employees were awarded this year.

To impart training to the executives and non-executives to do their day-to-day work in Hindi by organizing Hindi workshops/seminars is a continuous process in the company. 20 Hindi workshops/seminars have been organized and 300 no. of executives and non-executive have been trained. Similarly in regularly organized programmes like inter school poetry/debate/GK competitions, Shudh Hindi Shabd Lekhan, Shabdarth Gyan pratiyogita on important occasions like National days and various competitions organized during Hindi fortnight 266 participants were given cash prizes worth approx. Rs.2,24,400/-.

The Corporation has been awarded with "TOLIC RAJBHASHA SHIELD" (Second Prize) by Town Official Language Committee, Shimla for the year 2011-12 and "NTPC RAJBHASHA SHIELD" (Second Prize) by Ministry of Power, Govt. of India for the year 2012- 13, for its constructive efforts in the field of Official Language implementation.

To encourage effective implementation of Official Language Hindi amongst the Central Govt. Offices/PSU''s/Banks/Institutions situated at Shimla, SJVN had initiated "SJVN Rajbhasha Shield". During the year National Sample Survery Office, Ministry of Statistics & Programme Implementation, Field Operations Division & Ministry of Labour & Employment were given 1st & 2nd prizes respectively.

To give impetus to the multi-facet talent of employees an in-house bi-annual Hindi magazine "Himshakti" was published and circulated. Out of total expenditure on purchase of books, 86.89% of amount was spent on purchase of Hindi books.

To propagate Hindi amongst the students various Hindi competitions were organised at different schools/colleges located in the vicinity of Projects/Offices.

20. AWARDS & ACHIVEMENTS

During the year, your Company received numerous commendations for its work in form of various Awards and Achievements as under:- - The Nathpa Jhakri Hydro Power Station (6 x 250 MW) was evaluated for the ''Silver Shield'' for the year 2012-13 and the ''Bronze Shield'' for the year 2011-12 by the Central Electricity Authority in the category of "Performance of Hydro Power Stations".

- Your Company was also awarded the prestigious "PSE Excellence Award – 2013" in the category of CSR and Sustainability 16th December, 2013. Contribution of SJVN in the field of CSR has been distinguished and recognized for the major activities in the areas of health, education, skill development, community infrastructure and organising cultural programme and sports.

- The Company bagged the Construction Industry Development Council (CIDC) - Vishwakarma Achievement Award for "Social Development and Impact"

- Rampur Hydro Electric Project bagged Construction Industry Development Council (CIDC) - Vishwakarma Achievement Awards for Construction, Health, Safety and Environment

- The Company was awarded ISO 9001:2008 certification further for next three years. SJVN has been awarded this certification initially in the year 2005 for maintaining stringent Quality Requirements of Det Norkes Veritas.

- Chairman and Managing Director, SJVN Limited Mr. RP Singh was awarded News Ink Legend PSU for Best Environment Friendly and Director (Personnel) SJVN, Mr. N.L. Sharma was given Best Director (Personnel) award News Ink Legend PSU Shining awards, 2013 in Delhi on 31st January 2013.

The News Ink Legend PSU Shining awards aim to honour achievers playing vital role in Indian Economy and maintaining pace of Economic Growth of India. These awards are instituted by M/s. News Ink Media & Production (P) Limited to recognise and promote the excellence in the field of administration of Public Sector Undertakings.

21. ACKNOWLEDGEMENT

The Board of Directors acknowledges with deep appreciation, the co-operation and guidance extended by various Ministries/ Departments of the Government of India, particularly, Ministry of Power, Ministry of Finance, Ministry of External Affairs, Ministry of Environment & Forests, Central Electricity Authority, Central Water Commission, Geological Survey of India, the Government of Nepal, the Government of Bhutan, the Government of Himachal Pradesh, particularly, the Departments of Power, Finance and Forests, the Pollution Control Board, State Governments of Bihar, Uttarakhand, Arunachal Pradesh, Gujarat and Maharashtra, the State Electricity Boards and the World Bank.

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

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

For and on behalf of Board of Directors

(R.P. Singh) Chairman & Managing Director DIN: 01894041

Place : New Delhi Date : 28.07. 2014


Mar 31, 2013

Dear Members,

The Directors are pleased to present the Twenty Fifth Annual Report of the Company for the year ended March 31, 2013 along with the Audited Statement of Accounts, Report of Auditors and Comments of the Comptroller and Auditor General of India.

The following financial highlights for the year ending 31st March 2013 briefly encapsulates the performance of your company.

1. FINANCIAL HIGHLIGHTS (Rs.In crore)

PARTICULARS 2012-13 2011-12

REVENUE

Revenue from Operations 1682.10 1927.50

Other Income 234.52 209.29

Total Revenue 1916.62 2136.79

EXPENSES

Employees'' Benefits Expense 109.54 111.15

Finance Costs 54.06 83.65

Depreciation and Amortization Expenses 446.67 446.00

Other Expenses 121.77 137.37

Total Expenses 732.04 778.17

Profit before exceptional items and Tax 1184.58 1358.62

Exceptional Items - 12.73

Profit Before Tax 1184.58 1345.89

Tax Expenses :

- Current Tax 180.29 329.28

- Deferred Tax (48.05) (52.07)

Profit for the Year 1052.34 1068.68

Appropriations

Proposed Final Dividend 397.12 388.84

Tax on Final Dividend 67.49 63.08

Total Dividend Including Tax 464.61 451.92

2. GENERATION

Gross generation during the year was 6777.777 MUs achieved as against 7610.257 MUs during the previous year. The Normative Plant Availability Factor (NAPAF) during the year also peaked at 105.15% against the normative average of 82%,and 104.262% in previous year.. The design energy for the NJHPS is 6612 MUs as approved by CEA. The MOU target assigned by the Ministry of Power, Govt. of India for the Very Good Rating was 6800 MUs.

3. DIVIDEND

The Company earned a net profit after tax of 1052.34 crore during the year as compared to Rs. 1068.68 crore in the previous year. Your Directors have recommended a dividend of Rs. 397.12 crore as against dividend of 388.84 crore for the previous year. The dividend shall be paid after your approval. The declared dividend per equity share comes to Rs. 0.96 as against Rs. 0.94 during the previous year.

4. PROJECTS UNDER EXECUTION

4.1 RAMPUR HYDRO ELECTRIC PROJECT (412 MW)

The Rampur project with a generation potential of 412 MW is located on River Satluj, a major tributary of Indus basin, in Shimla and Kullu district of Himachal Pradesh in North India.The project is designed as a cascade tandem operating plant to NathpaJhakri plant. The Design Energy approved for Rampur HEP is 1770 million units of electricity per year.

The construction of Rampur HEP is nearing completion. Despite a few geological surprises encountered during construction, the HRT of 15177m has been fully excavated whereas its Overt Lining completion is 13809m (90%) and inverts Lining completion is 7713m (51%). Surge shaft Lining already stands completed since 31st August 2012. The erection of underground Pen Stock of 648m length is complete and out of 576m, surface Pen Stock Erection is 414m complete i.e. 71%. Structures of Butterfly Valve House, Power House and GIS Building are complete and erection of various Electro-Mechanical components viz. Generator Transformers, Pot Head Yard components, MIV''s, Bus-duct, cabling etc. is in progress. Out of six units, 4 Nos. units have already been boxed up and the remaining 2 nos. alongwith auxiliaries are in progress.

5. PROJECTS UNDER SURVEY AND INVESTIGATION

5.1 ARUN-III PROJECT (900 MW) WITH ASSOCIATED TRANSMISSION LINE

The project is a run-of-the-river scheme located on Arun River in Sankhuwasabha District of Nepal. The Survey and Investigation works were completed in January 2011 and the final DPR was submitted to CEA in March 2011.

Surveys, Geological Investigation and Soil investigation of the Project and associated Transmission Line Route have been completed. Further, Detailed Project Reports (DPRs) for both Generation Project and Transmission Line have been submitted to CEA and are in advanced stage of clearance.

Various parallel activities like Environmental Clearance, Forest Clearance / Licenses / Statutory requirements in Nepal are in progress. A wholly owned subsidiary company of SJVN namely "SJVn Arun-3 Power Development Company Pvt. Ltd." has been incorporated in Nepal on 25th April 2013 for implementation of the Project,.

Project Development Agreement (PDA) is in advanced stage of negotiation with Investment Board, Govt. of Nepal and is expected to be signed shortly. Project infrastructure activities will begin with the signing of PDA, followed by commencement of actual construction.

5.2 LUHRI PROJECT (588 MW)

The Luhri Project with a generation potential of 588 MW is located on River Satluj, a major tributary of Indus basin, in Shimla/Kullu/Mandi district of Himachal Pradesh in North India. The project is designed as a standalone run of the river project. The Luhri project has the potential to generate 2244 million units in a 90% dependable year. The estimated cost of the project at January, 2013 price level is 7137.02 crores.

DPR for the Project was submitted to CEA on 22nd March 2011. In the meantime Environmental Appraisal Committee has recommended increased amount of ecological flow. As such the Project capacity has been revised to 588 MW with a Power House of 24 MW in the toe of dam. The revised DPR for 588 MW capacity has been submitted to CEA on 14 th March 2013 and is under examination in CEA. 1st stage Forest clearance has been accorded to the Project. Environmental Appraisal Committee has recommended the Project for accord of Environmental Clearance. Formal Environmental clearance from MOEF is awaited.

5.3 DHAULASIDH PROJECT (66 MW)

The Dhaulasidh Project with a generation potential of 66 MW is located on River Beas, part of the Indus basin, in Hamirpur district of Himachal Pradesh in North India. The project is designed as a run of the river project with a small live storage that would be utilized for peaking power during the lean season. The Dhaulasidh project design holds potential of generating 247.25 million units of electric energy in a 90% dependable year. The estimated cost of the project at June, 2012 price levels is 774.19 crores including IDC. Construction period of the project is 54 months.

Techno-economic clearance has been accorded by Directorate of Energy, GOHP for 66 MW. Investment proposal has been submitted to MoP, Govt. of India for approval. Environment clearance has been accorded by MOEF but the matter was referred back to rectify the discrepancies in the clearance. Stage-II of Forest clearance shall be processed after obtaining revised environment clearance.

The case for fixation of rate for acquisition of private land in Distt. Hamirpur under consideration of GoHP. As regards acquisition of private land in Distt. Kangra, notification under section 6&7 has been issued by GoHP and the process of demarcation u/s 8 and "claim notice service" u/s 9 of LA Act 1894 is going on in these villages.

5.4 UTTARAKHAND PROJECTS

Devasari HEP (252 MW) - A standalone Run-of-River (RoR) scheme with a generation potential of 252 MW is located on River Pinder, in Chamoli district of Uttarakhand state in North India. The Devasari project has the potential to generate 936.90 million units of electricity each year and the estimated cost of the project at June, 2012 price levels is Rs. 1790.09 crore. The execution period of project is 5 years.

The TEC of the Devasari HEP for 252 MW was accorded by CEA during August, 2012. The Environment Appraisal Committee of MOEF had recommended the Environmental Clearance for the Project in December, 2011 and formal letter from MOEF, Govt. of India is awaited. Forest clearance of the Project is yet to be accorded by Govt. of India. The process for acquisition of private land is complete. Mining and Explosive clearance of the Project are in advance stage of approval. The process of pre-qualification of bidders for major civil works has been completed and the tendering process for infrastructure works is in progress.

Naitwar Mori HEP (60 MW) - The Naitwar Mori Project with a generation potential of 60 MW is located on River Tons, a major tributary of River Yamuna in Uttarkashi district of Uttarakhand state in North India. The project is designed as a standalone run of the river project and has the potential to generate 265.5 million units of electricity each year. The estimated cost of the project at September 2012 price levels is Rs. 664.6 Crore and estimated construction period is 4 years.

The DPR of the project has been approved for 60 MW by Govt. of Uttarakhand. EAC has recommended the Project for Environment Clearance in its meeting held on 27.12.2011. Regarding forest land diversion, State Advisory Group (SAG) in its meeting held on 15.03.2013 has recommended the case for forest clearance. The CAT Plan of the project has been approved by GoUK on 10.12.2012. For acquisition of private land, the cost of private land has been paid by SJVN to GoUK and payment to some of the land owners has also been made by LAO. Jakhol Sankri HEP (51 MW) -The Jakhol Sankri Project with a generation potential of 51 MW is located on River Supin, a tributary of River Tons in Uttarkashi district of Uttarakhand state in North India. The project is designed as a standalone run-of- river project and has the potential to generate 216.26 million units of electricity each year. The estimated cost of the project at March 2012 price levels is 411.85 Crore and the estimated construction period is 4 years.

Drilling of 1115m has been done. Drift of 78m at Power House Site and 183.40m at Barrage site have also been completed. DPR has been submitted to Uttarakhand Govt. on 29.12.2011 for TEC and is being examined by Urja Cell of Govt. of Uttarakhand. State Board for life in its meeting held on 16.03.2013 has recommended the project for clearance by NBWL.

5.5 ARUNACHAL PRADESH HYDRO PROJECTS

Doimukh Hydro Electric Project (80 MW) - SJVN has carried out Survey & Investigation work for preparation of Pre-Feasibility Report 80 MW Doimukh HEP in the state of Arunachal Pradesh and submitted to CEA, Government of India. Govt. of Arunachal Pradesh has accorded its in principle approval for allotment of 80 MW Doimukh HE Project to SJVN for execution on BOOT basis, for which Memorandum of Agreement shall be signed shortly.

In addition, SJVN has identified two Hydro-Electric Power Projects in Sei basin namely 70 MW Lebri Laigi HEP & 30 MW Rumte HEP and has submitted their PFRs to Govt. of Arunachal Pradesh during Feb, 2013.

6. CONSULTANCY

6.1 PROJECTS IN BHUTAN

Kholangchu H.E. Project (600MW) - Kholongchu HEP with the installed capacity of 600 MW on the river Kholongchu in Bhutan will annually generate 2568.88 MU of energy.

The DPR was submitted to CEA for vetting in March 2011, which has been approved in principle by CEA on 05.11.2012. Royal Govt. of Bhutan (RGoB) approved DPR on 23.05.2013.

As regards Forest Clearance, Joint public meeting was held on 25th October 2012 with affected communities / villagers and their consent has been obtained. Chief Forest Officer, Trashigang issued NOC on 13.11.2012 and forest Deptt. is in process of issuing Forest Clearance.

It is expected that this project will be implemented by a joint venture company comprising of SJVn and DGPC, Bhutan.

Wangchu H.E. Project (570 MW) - Wangchu HEP with the revised installed capacity of 570 MW as a run of river scheme on the river Wangchu in Bhutan will annually generate 1968.55 MU of energy.

DPR was submitted to CEA/MOE (RGoB) on dated 30.12.2011 and the same is under examination in CEA. The EIA/ EMP report has been submitted to RGoB on 29.06.2012. Public consultation Meeting was conducted on 31.10.2012.Application for Forest Clearance has been submitted to Chief Forest Officer, Gedu on 17.01.2013.

It is expected that this project will be implemented by a Joint Venture company comprising of SJVN and DGPC, Bhutan.

7. PROJECTS UNDER JOINT VENTURE

7.1 TIPAIMUKH H.E. PROJECT (1500 MW), MANIPUR

SJVN''s Equity portion in the project has been taken over by NEEPCO.

7.2 400KV D/C INDO-NEPAL CROSS-BORDER POWER TRANSMISSION COMPANY LTD.

SJVN has been awarded work for Consultancy services to provide liaison and co-ordination services for an amount of 110 lacs from M/s CPTC.

Equity of 492 lacs has been injected in Cross Border Power Transmission Company Limited (CPTC). Bids have been invited for execution of Power Transmission line during March, 2013 and are under evaluation. Loan arrangement (20:80) has been tied-up from PFC.

8. FURTHER DIVERSIFICATION

SJVN Limited envisions to develop itself into a "Fully Diversified Transnational Power Sector Company" in all types of conventional and non-conventional forms of energy and in this direction has ventured into Thermal, Solar and Wind Generation and Transmission Businesses. Following projects have been added to our portfolio during the previous year:-

8.1 THERMAL PROJECTS

Buxar Thermal Project (1320 MW)

The Shareholders of the Company approved the alteration of Object Clause of the Memorandum of Association by removal of the word "except thermal" from Clause 1(a) of the Main Objects clause through postal ballot dated 28th November 2012 thus removing the restriction on the Company to enter into thermal power generation.

In accordance with the mandate from the Shareholders the CMD signed a MOU with Bihar Government on 17th January 2013 for setting up Green Field 1320 MW (2 x 660 MW) Super critical Technology Thermal Power Project at Chausa village in Buxardistrict. As per the MOU, the project is to be acquired by acquisition of SPV Company - Buxar Bijlee Company Private Limited (BBCPl) and accordingly, the SPV Company was taken over by SJVN on 04 th July, 2013 .

Power Purchase Agreement (PPA) has already been signed with Bihar State Power Holding Company Limited (BSPHCL) which is holding company of BBCPL, for 85% share of power generation on bus bar rate. Vide Ministry of Coal communication dated 3rd July 2013, SJVN has been allocated 486 MT of Coal reserves in the 2102 MT Deocha- Pachami Coal Block located in West Bengal for the Buxar Thermal Project. In addition the possibility of sourcing of coal through import is also being explored. Cabinet approval for diversion of 11.27 acres of Govt. land has been obtained from Govt. of Bihar. Land acquisition for 1070 acres of Private land is under process.

8.2 WIND PROJECTS

Khirvire Wind Power Project in Maharashtra (47.6 MW)

SJVN has ventured into wind energy power generation, and is setting up a 47.6 MW (56 No. X 850 KVA) Khirvire Wind Power Project at Khirvire & Kombhalne villages in Ahmednagar district of Maharashtra. The project will have an Annual Energy Generation of 85.85 MU at a present Feed in Tarrif of Rs. 5.81 per KWh.

Letter of Award (LoA) for the Khirvire Wind Power Project was issued to M/sGamesha Wind Turbines Pvt. Limited, Chennai on 19.10.2012. The Contract Agreement for the project has been signed on 14.12.2012.

The project will also have a 132KV Transmission Line from Akole Grid Sub-station to Wind Farm Pooling station. The Grid/Infrastructure approval in respect of power evacuation from Maharashtra State Electricity Transmission Corporation Limited (MSETCL) has been obtained and approval of drawings and estimates for construction of Transmission line network, for evacuation of power for the KWPP is being obtained from MSETCL.

The erection activities of Wind energy generation (WEG) is at its peak and project will be commissioned during the year 2013 and will annually generate around 85 MU.

8.3 SOLAR PROJECTS

SJVN is also venturing into Solar Energy and intends to establish a 5 MW Solar Photovoltaic Plant in Gujarat. The land allocation for the project at Charanka Solar Park in Gujarat has been done.

The 5 MW solar power project is expected to annually generate around 8 MU and the project will be registered under Renewable Energy Certificate (REC) mode.

9. CURRENT PERFORMANCE 2013-14

For the quarter ending 30thJune 2013, the power generated was 2329.757MUs (previous year: 2091.515 MUs). The total Income from sale of power recorded was Rs. 537.68 crore as against Rs. 504.10 crore for the corresponding quarter of the previous year.

10. ENVIRONMENT

Your company has adopted an Environment Policy in 2006, in response to its commitment and concern for sustainable development. In support to this policy, all projects are being regularly reviewed from legal stipulation angle as well as internal procedure and have shown complete compliance to all conditions stipulated by the Government of India while granting Environment and Forest Clearances.

Company''s Corporate Objective also promotes conservation and protection of environment as in ''striving clean and green project environment with minimal ecological and social disturbances''. Towards this end, your company has formulated a comprehensive Environment Management Plan to ameliorate any potential environmental impacts for sustenance of resources over a long term. The Environment Management Plan (EMP) for NJHEP had been formulated for Rs. 35.85 Crore out of which Rs. 29.34 Crore has been spent so far. Activities such as compensatory afforestation, muck disposal plan, fisheries sustenance, green belt development, environment monitoring etc. have been completed while CAT plan works are under implementation by State Forest Department.

The Environment Management Plan (EMP) for RHEP has been approved for Rs. 45.52 Crore out of which Rs. 30.62 Crore have been spent on various ongoing measures such as compensatory afforestation, fisheries development, CAT plan, public awareness programmes, environmental monitoring, establishing emergency communication systems, etc and another Rs. 17.76 Crore has been spent on protection of muck dumping sites. These dumping sites are being restored by using state of the art Geo-green erosion control blanket system which have been designed and evolved to provide an integrated solution for slope stabilization. Made from bio-degradable coconut fibers and reinforced with high-density polyethylene threads, these blankets not only retain water for longer periods but gradually biodegrade naturally to fully blend with the soil conditions. The success achieved in RHEP has prompted us to replicate this technique in all our other projects.

True to its commitment for self-regulation and environment protection, your company has also established an Environment Laboratory at Jhakri on the standards laid down by Ministry of Environment & Forests, Govt. of India. The lab is first of its kind in the area and has the facility for conducting Water and Wastewater analysis, microbiological testing, ambient air quality monitoring, noise monitoring, oil and grease analysis, meteorological monitoring, soil/sludge/sediment, solid waste testing and metal analysis.

11. SUSTAINABLE DEVELOPMENT

SJVN developed the Sustainable Development (SD) Policy in line with Department of Public Enterprises (DPE) guidelines with a purpose to ensure that the three pillars of Sustainable Development, viz, Social, Economic and Environment are adequately taken care of while developing a project.

In the year 2012-13, SJVN earmarked 583.43 Lakhs for SD activities. SJVN formulated a Board level designated Sub Committee namely CSR, SD & R&D Committee with an Independent Director as the Chairman of the Committee to monitor performance of CSR, SD & R&D activities. During FY 2012-13 three meeting were held to monitor the performance of CSR & SD activities and it was decided that as SD has been integrated into CSR function in revised guidelines on CSR and Sustainability, as such SD activities and SD budget will be merged with CSR activities and CSR budget respectively from 2013-14 onwards.

In FY 2012-13, SJVN has carried out the following Sustainable Development activities:-

1. Sewerage Treatment Plants

2. Rain Water Harvesting

3. Land Rehabilitation at RHEP

4. Training in CDM / SD

5. Energy Efficiency- installation of solar lights in SJVN''s guest houses.

6. Drinking water supply schemes / restoration of dried- up water sources

7. Afforestation / Plantation / Horticulture / Agriculture Development etc.

12. REHABILITATION AND RESETTLEMENT

SJVN has implemented R&R Plans in NJHPS, RHEP incurring cumulative expenditure of Rs. 13.60 Crore and Rs. 26.80 Crore respectively. SJVN has adequately compensated all the 2596 land owners under the provisions of Land Acquisition Act whose land was acquired for execution of NJHPS. Due to the intervention of Government of Himachal Pradesh to settle the land compensation cases under Section 28-A of Land Acquisition Act pending with Land Acquisition Collector, NJHPS Jhakri, an out of Court settlement dated 26.04.2007 was entered into among Government of Himachal Pradesh, SJVN and the interest holders and the re-determined compensation in respect of 245 cases amounting to 12 crore approximately was deposited with LAC NJHPS Jhakri for onward disbursement to the concerned interest holders. Not only this, SJVN has also agreed to pay re-determined amount of compensation even to those interest holders who could neither approach the Hon''ble court for enhancement of compensation nor filed any application for re-determination.In compliance to the said commitment by SJVN, a requisite notification to invite applications from such category of left out interest holders has already been published and after due verification and process required for the purpose, the case for payment of compensation is under consideration. In RHEP 37 landless families were already provided rehabilitation package ranging from Rs. 45,000/- to Rs. 65,000/- depending upon the quantum of land acquired. In addition to these 20 landless families have been identified this year who have also been provided rehabilitation package as per their entitlement.

13. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Plan for the financial year 2012-13 was implemented with an outlay of Rs. 16.03 Cr. which is 1.5 percent of profit after tax (PAT) of the previous financial year 2011-12. The annual CSR programs were evolved on the basis of baseline survey conducted by an independent external agency, Agro Economic Research Centre, HP University (HP) and are governed through SJVN Foundation. In this financial year, SJVn has launched its flagship CSR programme " SJVN Silver Jubilee Merit Scholarship Scheme" under which 147 meritorious students of 12th standard from Himachal Pradesh and Uttrakhand states were awarded Rs. 2,000 pm each for pursuing higher studies.

As a drive towards skill development of local youth, the Foundation sponsored 60 candidates from Project Affected Areas for various vocational courses in Govt. ITIs. Latest farming techniques to 550 farmers were imparted through various specialized agencies. Under the ITI Adoption Scheme of Govt. of India, the Foundation extended financial assistance of Rs. 1 Cr. each to ITI Berthin and ITI Bangana in H.P. As a support to upgrade technical education in the State, the Foundation contributed 5 Cr. to ABV Govt. Engineering College, Pragatinagar. In the field of health care, the Foundation catered to the prime requirement of people inflicted with muscular dystrophy by providing nine powered wheel chairs. Free medical care to 11,500 local population through mobile health vans (MHV) was extended. An innovative programme of "Silver Jubilee Women and Child Development Scheme" was launched under which financial assistance of Rs. 10,000/- each to 10 BPL women was provided for pre and post natal care.

As a measure towards clean environment, garbage disposal containers were installed in 9 villages of NJHPS and RHEP. Giving thrust to participatory approach, Village Development Advisory Committees (VDACs) have been constituted and MOUs executed for construction of community assets in the local villages. 25 community assets like construction of school rooms, play grounds, fencing of play grounds, water fountain in Community Park, shopping complex near Panchayat Bhavan, steel benches at public places etc. have been created in the local area in collaboration with VDACs. The infrastructural works carried out through participatory approach have created employment of 21,500 man days for local people.

As a part of beautification of Shimla, SJVN has signed MOU with Municipal Corporation, Shimla for construction of 6 parks and street scaping of 2 sites at an estimated cost of Rs. 3.35 Cr. spread over three years.

The CSR implementation of SJVN for the FY 2012-13 has been evaluated by "External Committee of Experts" as per which the Annual CSR Plan has been implemented in conformity with the targets set under MOU 2012-13.

The contribution of SJVN Foundation in CSR area has been adjudged outstanding by civic bodies and forums which are evident from the accolades conferred on SJVN like Achievement Award for Social Development and Impact - 2013 by Construction Industry Development Council (CIDC), Institute of Public Enterprises (IPE) Subir Raha CSR award 2012, Most Caring Companies Award by World CSR Congress, Greentech CSR Appreciation Certificate - 2012, Africa CSR Award.

14. RESEARCH AND DEVELOPMENT

In line with the DPE Guidelines your company has laid special attention in Research and Development for Process Improvement, Product Development etc in its area of operation. Specific areas in which R&D has been carried out during 2012-13 in line with MoU signed with MoP are:-

a) Study and implementation of energy efficiency conformance measures for Power House (NJHPS) underground complex

b) Development of high strength concrete with reference to SJVN''s projects.

c) Performance of different types of rock bolts in different kinds of rock strata for standardization.

d) Study of self compacting concrete

e) Use of synthetic fibres in shotcrete

f) Study to improve quality of survey & investigation for DPR preparation.

All the projects have been successfully completed under the guidance of eminent professionals from various engineering fields and in collaboration with renowned Institutes like IIT.

Total expenditure on R&D projects completed during the FY 2012-13 was Rs. 5. 94 Crore.

15. HUMAN RESOURCES

Human Resource is valued as "Greatest Assets" of an organization. Today the term "Human Capital" has been coined by Nobel Prize winning Economist Gary S. Becker to reflect their true worth. The present day economy has been titled as "Knowledge Economy" and so talent occupies the center stage in Indian work place. In view of this, managing and retaining talent figures on the critical path en-route to organizational sustainability and success. Powered by about 1800 brain heads, we have immense faith in the capabilities of our human resources and believe in unleashing their potential in all possible ways. We take pride in the fact that the attrition rate for financial year 2012- 13 was 0.39%.

SJVN today practices a multi-pronged strategy to meet the aspirations of the ageing work force and "Gen Ys" who have stormed the work place. Leadership development, building competencies, multi-tasking and skill up gradation are meriting attention of the management. In the year ending March 2013, SJVN successfully accomplished the ambitious target of 2 days training to more than 90% of employees.

Our endeavor to achieve a performance driven culture is evidenced by the introduction of ''Robust Performance Management System'', to ensure hostile development of employees in addition to its inherent role as an assessment tool. Employees performance, so assessed, is duly recognized by payment of variable pay. For the year 2012-13, while the total expenditure on salary and wages was Rs. 220.23 Crore, the amount paid as Variable Pay stood at 22.44 Crore. Multi rater feedback or 360 degree feedback has also been put to identify competency gaps and draw development plans accordingly.

World over reward and recognition are today recognized as an effective tool to reinforce performance driven culture. Rewards like Employee of the year Award, CMD Award, Best Suggestion Award and Special Recognition/Incentive for Shram Awardees have been introduced to recognize good performance of the employees. Our company''s efforts towards human resource development have been appreciated in the form of many awards like ''Gold Shield for meritorious performance by Ministry of Power'', ''IPEHR Leadership Award'' and ''Indian Human Capital Award'' etc.

We are committed to provide a safe, hygienic and humane workplace. Applauding our efforts in this direction, Rampur Hydro Electric Project has been awarded with Vishwakarma Award in the category of "Achievement Award for Construction, Health Safety & Environment".

At SJVN Employee Welfare initiative focus on inclusive welfare of employees and addresses concerns like House Building, Children Higher Education, Health Care Insurance and Routine Health Check-up etc.. We are committed to take care of our valuable ''Human Capital'' not only while in service but also after the separation and have introduced many ambitious policies viz Scheme for Rehabilitation of Family of Deceased Employee and Benevolent Fund Scheme, Medical Benefits and pension etc.

The total manpower (excluding deputationists) on the rolls of SJVN was 1479 as on 31st March 2013 as against 1184 as on 31st March 2012. The strength of HPSEB/HP Govt. employees on deputation on the above date was 313 as against 638 on 31st March 2012. As of 31st March 2013 the employees from SC, ST and OBC was 324, 92 and 143 respectively as against 253,70 and 134 during the previous year.

Your company gives utmost importance for the enrichment of skills and towards this in-house and external training programmes are organized in all disciplines and all levels. As a result, during the financial year 2012-13, 1688 employees were trained for 5922 man days.

15.1 INDUSTRIAL RELATIONS

Regular Meetings are held with the representatives of the various Associations/Unions to sort out the local issues as well as policy related matters. Recreational, Cultural and Sports functions on different occasions were also held, thus, resulting better employee-employer relations and cordial industrial relations during the year.

16. STATUTORY AND OTHER INFORMATION

The information required to be furnished as per the Companies Act 1956, Listing Agreements, Government Guidelines, and, Code of Corporate Governance of your Company, on the following matters is placed at Annexure "A"

a) Management Discussion and Analysis.

b) Report on Corporate Governance.

c) Information on Conservation of Energy, technology Absorption and Foreign Exchange earnings and out go.

d) Information as per Companies (Particulars of Employees) Rules 1975.

17. DIRECTORS'' RESPONSIBILITIES STATEMENT

The Directors'' confirm that in the preparation of the annual accounts for the year ended March 31, 2013:

- the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

- that the directors had selected such accounting policies and applied them consistently except as disclosed in the Notes on Accounts and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year;

- that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- that the directors had prepared the annual accounts on a going concern basis.

18. AUDITORS REPORT

M/s Hingorani M & Co., Chartered Accountants, New Delhi, was appointed by Comptroller & Auditor General as Statutory Auditors of the Company for the financial year 2012-13.

The Report of the Statutory Auditors to the Members on the Accounts for the year ended 31.03.2013 is placed at Annexure "B". Comments of the C&Ag of India on the Accounts for the year ended 31.03.2013 are placed at Annexure "C". Comments of Statutory Auditors and C&AG being "NIL", the reply by the Management thereto is not applicable.

18.1 COST AUDIT

Pursuant to the Central Government directions to audit Cost Accounting Records as maintained by the Company, your Company appointed M/s Balwinder & Associates, Cost Accountants, as Cost Auditor for the year 2012-13 with the approval of Ministry of Corporate Affairs for the audit. The Cost Audit Report for the year 2011-12 was filed with MCA on 21st December 2012.

19. BOARD OF DIRECTORS

The Directors Report for the year 2013 contained changes in the Board level positions on account of appointments and cessations up to July 2013. Subsequently, the following changes in the Board have occurred:-

Pursuant to the orders of Ministry of Power, Shri R.K. Bansal, was appointed as Director (Electrical) w.e.f. 30th October, 2012.

Pursuant to the orders of Ministry of Power, Shri S.K.B.S. Negi was appointed as Government of H.P. Nominee Director in place of Shri Deepak Sanan, with effect from 24thJanuary 2013.

Ms. Bharti Prasad and Sh. Ravi Dhingra ceased as Independent Directors from the Board of SJVN with effect from 28th March 2013.

The Board welcomes the appointments and wishes to place on record its highest appreciation for the valuable contributions made by the outgoing Directors during their association with SJVN.

20. IMPLEMENTATION OF OFFICIAL LANGUAGE

In order to ensure the implementation of the Official Language Policy of the Govt. of India, all possible efforts have been made by the company to achieve the targets as specified by the Department of Official Language. Company has received awards in recognition for these efforts.

Under section 3.3(i) of Official Language Act cent percent documents were issued bilingually. All the letters received in Hindi were replied to in Hindi.

Company''s website is already in bilingual form and time to time it is updated. Out of total expenditure on purchase of books, 64.4% of amount was spent on purchase of Hindi books.

The Corporation has been awarded with "Tolic Rajbhasha Shield" (Second Prize) by Town Official Language Committee, Shimla for the year 2011-12 and "NTPC Rajbhasha Shield" (Second Prize) by Ministry of Power, Govt. of India for the year 2012-13, for the best performance in the field of Official Language implementation.

To encourage executives and non-executives to do their entire work in Hindi a number of incentive schemes are under implementation. Under these schemes 455 executives and non-executives have received prizes amounting to Rs. 8,15,700/- approximately.

To impart training to the executives and non-executives to do their day-to-day work in Hindi by organising Hindi workshops/seminars is a continuous process in the company. 10 Hindi workshops/seminars have been organised and 245 no. of executives and non-executive have been trained. Organising of Hindi quiz competitions on national/important occasions is a regular feature and besides this a number of competitions were also organised during "Hindi fortnight" in which 593 no. of executives and non-executives were awarded cash prizes amounting to Rs. 4,89,500/-.

To encourage effective implementation of Official Language Hindi amongst the Central Govt. Offices/PSU''s/Banks/Institutions situated at Shimla, SJVN had initiated "SJVN Rajbhasha Shield".

21. AWARDS & ACHIVEMENTS

Your Company won the Commendation Certificate of "SCOPE Award for Excellence and Outstanding Contribution to the Public Sector Management - Institutional Category-II (Miniratna-I & II PSEs)" 2010-11.

For its Meritorious CSR activities, your company was awarded the prestigious ''Vishwakarma Awards'' by Construction Industry Development Council (CIDC), a body established by the Planning Commission (Govt. of India) and Construction Industry. The Company also bagged the award for Social Development & Impact while its Rampur Hydro Electric Project bagged achievement award for Construction Health, Safety and Environment.

22. ACKNOWLEDGEMENT

The Board of Directors acknowledges with deep appreciation, the co- operation and guidance extended by various Ministries/Departments of the Government of India, particularly, Ministry of Power, Ministry of Finance, Ministry of External Affairs, MOEF, Central Electricity Authority, Central Water Commission, Geological Survey of India, the Government of Nepal, the Government of Bhutan, the Government of Himachal Pradesh, particularly, the Departments of Power, Finance and Forests, the Pollution Control Board, State Governments of Bihar, Uttarakhand, Arunachal Pradesh and Maharashtra, the State Electricity Boards and the World Bank.

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

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

For and on behalf of Board of Directors

(R.P.Singh)

CHAIRMAN AND MANAGING DIRECTOR

Place: New Delhi

Date: 30th July, 2013


Mar 31, 2012

The Directors are pleased to present the Twenty- Fourth Annual Report of the Company for the year ended March 31, 2013 along with the Audited Statement of Accounts, Report of Auditors and Comments of the Comptroller and Auditor General of India. The fallowing financial highlights for the year ending 31st March 2012 briefly capitulates the performance of your company.

1. FINANCIAL HIGHLIGHTS

(Rs. in Crore)

PARTICULARS 2011-12 2010-11

REVENUE Revenue from Operations 1927.50 1829.74

Other Income 209.29 149.42

Total Revenue 2136.79 1979.16

EXPENSES

Employees' Benefits Expense 111.15 84.72

Finance Costs 83.65 132.82

Depreciation and Amortization Expenses 446.00 450.56

Other Expenses 137.37 154.87

Total Expenses 778.17 622.97

Profit before exceptional items and Tax 1358.62 1156.19

Exceptional items 12.73 -

Profit Before Tax 1345.89 1156.19 Tax Expenses

- Current Tax 329.28 294.09

- Deferred Tax (52.07) (50.03)

Profit for the Year 1068.68 912.13 Appropriations

Proposed Final Dividend 388.84 330.93

Tax on Final Dividend 63.08 53.69

Total Dividend Including Tax 451.92 384.62

2. GENERATION

During the year ending 31st March 2013, 7610.26 MUs of power was generated as compared to the previous year's generation of 7140.205 MUs, The design energy for the NJHPS is 6612 MUs as approved by CEA. Normative Plant Availability Factor (NAPAF) was 82% as approved by CERC and actual Plant availability factor was 104.262% against 98.319% in previous year. Annual machine maintenance time has been brought dawn to 6.74 days against 8.43 days of previous year. By efficient planning, operation and maintenance, company earned an incentive of Rs. 295.87 crore against Rs. 216.02 crore of previous year.

3. DIVIDEND

The Company earned a net profit after tax of Rs. 1068-68 crore during the year as compared to Rs. 912.13 crore in the previous year, Your Directors have recommended a dividend of Rs. 388.84 crore as against dividend of Rs. 330.93 crore for the previous year. The dividend snail be paid after your approval. The declared dividend per equity share comes to 70.94 as-against Rs. 0.8O during the previous year.

4. PROJECTS UNDER EXECUTION

4.1 RAMPUR HYDRO ELECTRIC PROJECT (412 MW) The construction of Rampur HEP is in full swing since we lost reported. Out of total HRT of 15,177m, 15,027m of heading i.e. 99%, 11,921m of benching i.e. 79%, 8.365 m of Lining i.e. 55% have been completed. The boring of HRT from Kasholi D/s and Goshai U/s faces is in progress with a balance of length 85m, Excavation of Surge Shaft upto depth 162.5m and its lining have been completed. Fabrication of Penstock has been completed. Penstock erection is 94% and 13% complete for its underground and surface portions respectively. The civil works of BVH, GIS and Pot Head Yard ore progressing well; erection activities of EM works ore in progress, the spiral case erection of the 4th unit is nearing completion and that of the remaining 2 units will commence soon, As of March 2012. the cumulative expenditure on Rampur HEP was Rs. 1878.71crore.

5 PROJECTS UNDER SURVEY AND INVESTIGATION

5.1 ARUN -III PROJECT 1900 MW)

The project is a run-off the river scheme located on Arun River in Sonkhuwasabha District of Nepal. The Survey and Investigation works were completed in January 2011 and the final DPR was submitted to CEA in March 2011.

The DPR's for both the Generation Project and Transmission Project have been submitted to CEA and are in on advanced stage of discussions for clearance. Various parallel activities like Environmental Clearance, Forest Clearance/Licenses/Statutory requirements in Nepal are in progress.

Surveys, Geological Investigation and Soil investigation for bath Hydro Electric Project and Transmission Line Route have been completed,

5.2 LUHRI PROJECT 1775 MWI

The DPR submitted to CEA on 22.03.2011. is under examination of TEC of the CEA. Topographical and Geographical surveys and Rock Mechanic Test for quarry sites hove been completed. The total Drilling work of 7893m including 2360m for Dam site. 765m for HRT and 2765m for Power House has been completed. Similarly. Drifting work of 953m including 100m for Dam site and 528m for Power House site has been completed.

The proposals for forest and environment clearances have been submitted to MoEF, Government of India for their examination and accord of clearances.

5.3 DHAULASIDH PROJECT (66 MW)

Since our last report, the Stage-I clearance for the diversion of forest land has been accorded by MoEF on 06th March 2012. The proposal for environment clearance is under examination in MoEF, Govt. of India The acquisition of private land and Govt, land is in process Bidding document for the award of the Major Civil Works has been issued to pre-qualified bidders on 30th April 2012. Major Civil Works will be awarded after receiving the necessary Forest and Environment clearances.

5.4 UTTARAKHAND PROJECTS

Devsari HEP is Run of River (RoR) scheme with installed capacity of 252 MW. The project will generate 913.43 MU of energy in a 90% dependable year. The execution period of project is 5 years. DPR of the project has been examined by appraising authorities and CEA's concurrence is expected shortly. The project has also been recommended for accord of environment clearance by the Environment Appraisal Committee (EAC) of MoEF in its meeting held in December 2011. Proposal for diversion of forest land has been recommended by the State Government for approval by the MOEF. Notification under Section-!X of LA-Act has been issued for acquisition of private land Other activities required for start of construction of the project like mining and explosive clearance etc.. are in advance stage of their approval, The tendering processes for development of infrastructure works as well as for pre-qualification of bidders for major civil works have been initiated.

Naitwar Mori HEP(60 MW) - The DPR of the Project has been approved for 60MW by Govt, of Uttarakhand, The estimated cost of Project is Rs. 449.78 crore at February 2009 price level. Major geological investigation work for the project like Control Survey, Topographical Survey, Drilling works, Hock Mechanics test, UCS test, Plate Load test, Hydro-fracture test etc, have since been completed. The project has been recommended by the EAC of MoEF for Environment Clearance in its meeting held in December 2012. The forest proposal is under process at State Government level. The Works will be awarded after appropriate for forest and environment clearances are received. The completion period for the project is 48 months.

Jakhal Sankri HEP (51 MW) - The revised EIA/ EMP report is in final stage of preparation by the Consultant (WAPCOS). Drilling work at the Barrage and Power House sites have been completed, Drift work of 78.00m at Power House site and 178.3m at Barrage site have also been completed. The revised DPR has been submitted to the Government of Uttrakhand for TEC and process of land acquisition of Private and Forest Lands has been initiated.

5.5 ARUNACHAL PRADESH HYDRO PROJECTS

The Government of Arunachal Pradesh in January 2012 assigned to SJVN the task of carrying out survey and investigation and prepare the Pre-Feasibility Reports (PFR) for three projects namely Ranganadi Stage-II, Kameng-I. Doirnukh Projects and Si Basin in the month of Jan. 2012.

SJVN has completed the preparation of Pre-Feasibility Reports (PFRs) for 60 MW Ranganadi Stage-ll. 378 MW Kameng-I and 80 MW Doirnukh Projects in a record time of six months and submitted the PFRs to the Government of Arunachal Pradesh.

6. PROJECTS UNDER CONSULTANCY

6.1 PROJECTS IN BHUTAN

KHOLANGCHU H.E. PROJECT (600MW) & WANGCHU H.E. PROJECT (572MW)

Ministry of Power. Government of India entrusted the work of preparation of DPR of Kholangchu Hydroelectric Project and Wangchu Hydroelectric Project to your company.

Your company completed the required survey and investigation works of both these projects and prepared the DPR of Kholangchu Project for an installed capacity of 600 MW and that of Wangchu Project for an installed capacity of 570MW within deadlines set therefor. Both DPRs have been submitted to CEA for their techno economic appraisal. These projects are being proposed for their implementation by a joint venture company comprising your company and Druk Green Power of Bhutan, The Joint Venture agreement is under discussion between the prospective joint venture partners.

7. PROJECTS UNDER JOINT VENTURE

7.1 TIPAIMUKH H.E. PROJECT (1500 MW).MANIPUR

A Joint Venture Agreement was signed among all stakeholders (i.e. NHPC, SJVN and GoM) on 28th April 2010 for implementation of Tipainnukh H,E, Project (1500 mw) in Manipur, Thereafter, the Promoters Agreement was signed among ail stakeholders on 22nd October 2011. The draft Memorandum of Association and Article of Association are under discussion amongst the JV partners,

7.2 400KV D/c INDO-NEPAL CROSS-BORDER TRANSMISSION COMPANY LTD.

Your company has signed the Shareholder's Agreement (SHA) to execute 400KV D/C Transmission Line from Muzaffarpur- Nepal Connection Point for transfer of power between Nepal and India as a JV partner in Cross Border Transmission Company Ltd. along with other JV partners namely PGCIL, Nepal Electricity Authority and IL&FS on 9th July, 2012 at Kothmondu.

8. ALTERNATIVE ENERGY

After achieving success in hydro power development, your Company now intends to diversify into various alternative energy projects, namely Wind Power and Solar Energy, SJVN is venturing into the wind energy field with targeted initial capacity addition of 50 MW by June 2013 to promote and develop renewable sources of energy in the country. Tenders for establishing first Wind Power Plant of 50MW have already been invited and are under finalization.

9. CURRENT PERFORMANCE 2012-13

For the Quarter ending 30th June 2012, the power generated was 2091.515 MUs (previous year: 2650.527 MUs). The total Income recorded was Rs. 504.10 crore as against Rs. 553.57 crore for the corresponding quarter of the previous year.

10. ENVIRONMENT

Your company launched a comprehensive environment management plan of Rs. 35.85 crore and Rs. 45.52 crore in NJHPS and RHEP respectively. A sum of Rs. 28.49 crore and Rs. 41.33 crore have been spent so far in NJHPS & RHEP respectively.

True to its commitment for self regulation and environment protection, your company has established an Environment Laboratory on the standards laid down by Ministry of Environment & Forests, Govt, of India. The lab is first of its kind in the area and has the facility for conducting water and wastewater analysis, microbiological testing, ambient air quality monitoring, noise monitoring, oil and grease analysis, meteorological monitoring, soil/sludge/sediment and solid waste testing and metal analysis.

11. REHABILITATION AND RESETTLEMENT

The R&R plans of SJVN ore in consonance with National R&R Policy, 2007. SJVN has implemented R&R plans in NJHPS and RHEP incurring an expenditure of? 12.85 crore and Rs. 26.62 crore respectively. In NJHPS,

all the 480 affected families have been duly compensated under Land Acquisition Act. Besides, 112 landless PAFs have been provided land for land. 61 PAFs have been provided employment, 55 PAFs have been provided alternative package m lieu of employment ranging from Rs. 2 to 3 Lac. 25 house less PAFS hove been provided built-up houses, 44 PAFs have been provided cash assistance in lieu of constructed house, 75 displaced shopkeepers have been provided shop plots, Further, with a view to meet continual societal needs of local communities, an Annual Recurring Community Development Plan of Rs. 5 crore has been implemented in the project affected areas covering 12 project affected panchayats which include 22 villages.

In Rampur HEP. all 142 PAFs have been duly compensated under the Land Acquisition Act, Besides. 37 PAFs have been provided R&R benefits like resettlement grant ranging from Rs. 45.000/- to Rs. 65,000/-, constructed houses to 15 house less PAFs, cash assistance of Rs. 9.98 Lac in lieu of constructed house to each 3 house less PAFs, construction grant of Rs. 1.8 Lac for enlargement of houses to each 10 families whose houses were acquired and left with second house, financial support of Rs. 18,000/- to 51 vulnerable families, As per guidelines on "Local Area Development Committee" issued by GOHP, SJVN is to provide fund of Rs. 30.75 crore which is 1.5% of project cast to GOHP for carrying out various infrastructural development works in project affected areas of Rampur HEP. SJVN has so for spent Rs. 24.08 crore on Local Area Development Works.

12. CORPORATE SOCIAL RESPONSIBILITY

Your company has formulated and adopted its Corporate Social Responsibility- Community Development Policy in November, 2011 in consonance with the CSR guidelines issued by DPE, Ministry of Heavy Industries. The works under CSR Policy are being governed through a Trust registered as "SJVN Foundation" and with a Board of Trustees. SJVN spent Rs. 784 lac on various CSR works in the year 2011-12 which is 0.86% of previous year's PAT. The major activities carried out under the company's CSR plan during the year 2011-12 are extending financial support of Rs. 600 Lac, to the Atal Bihari Vajpayee Engineering College, Pragatinagar, District Shimla providing educational and infrastructural aid to 67 schools in project effected areas for Rs. 33.01 Lac. organising 13 health check-up camps for children in schools, extending free consultancy and medicines to local people through 175 visits of mobile health vans, financial support to National CSR Hub TISS, Mumbai, financial support to Bharat Olympic Shimla for promotion of sport and sponsorship of 25 local students for vocational training in ITIs of HP. During the current financial year, a mobile health van has been put in place in Luhri HEP for providing free medical services to the local people and such services are already in operation in NJHPS and RHEP. In this year 2012-13 your company plans to spend about Rs. 16.00 crore on various CSR schemes and activities. The major CSR schemes and activities include "SJVN Silver Jubilee Merit Scholarship Scheme" under which 140 mentorious students of 12th standard From schools affiliated to HP and Uttrakhand Education Boards, CBSE and ICSE will be provided scholarship for pursuing next higher education, adoption of villages under Model village Scheme in project area, women and child care programme, farm support for higher yield, installation of garbage disposal system in villages, creation of community assets etc. This year which marks the Silver Jubilee of SJVN's existence, the Foundation has launched "Scheme to Reward the Meritorious Students Studying in Schools Situated in Project Affected Areas of SJVN". Under the scheme. 150 students excelling in classes 5th, 8th, 10th and 12th in schools situated in NJHPS and RHEP area will be rewarded.

13. HUMAN RESOURCES

The total manpower (excluding deputationists) on the rolls of SJVN was 1184 as on 31st March 2012 as against 1203 as on 31st March 2011, The strength of HPSEB/HP Govt, employees on deputation on the above date was 638 as against 677 on 31st March 2011. As of 31st March 2012 the employees from SC, ST and OBC was 253,70 and 134 respectively as against 258,67 and 134 during the previous year. Your company gives utmost importance for the enrichment of skills and towards this in-house and external training programmes are organised in all disciplines and all levels. As a result, during the financial year 1013 employees were trained for 2865 man days.

13.1 INDUSTRIAL RELATIONS

Regular Meetings are held with the representatives of the various Associations/Unions to sort out the local issues as well as policy related matters. Recreational, Cultural and Sports functions on different occasions were also held, thus, resulting better employee-employer relations and cordial industrial relations during the year.

14. STATUTORY AND OTHER INFORMATIONS

The information required to be furnished as per the Companies Act 1956. Listing Agreements. Government Guidelines and Code of Corporate Governance of your Company, on the following matters is placed at Annexure "A"

o) Management Discussion and Analysis

b) Report on Corporate Governance

c) Information on Conservation of Energy, technology Absorption and Foreign exchange earnings and out go and

d) information as per Companies (Particulars of Employees) Rules 1975

15. DIRECTORS' RESPONSIBILITIES STATEMENT

The Directors' confirm that in the preparation of the annual accounts for the year ended March 31,2012:

- the applicable accounting standards hod been followed along with proper explanation relating to material departures, if any;

- that the directors had selected such accounting policies and applied them consistently except as disclosed in the Notes on Accounts and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year;

- that the directors hod taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- that the directors had prepared the annual accounts on a going concern basis.

16. AUDITORS REPORT

M/s Hmgorani M & Co.. Chartered Accountants, New Delhi, were appointed by Comptroller & Auditor General as Statutory Auditors of the Company for the financial year 2011-12.

The Report of the Statutory Auditors to the Members on the Accounts for the year ended 31.03.2012 along with reply to Qualification is placed at Annexure 'B'. Comments of the C&AG of India on the Accounts for the year ended 31.03.2012 are placed at Annexure "C. Comments of C&AG being "NIL", the reply by the Management is not applicable.

161 COST AUDIT

Pursuant to the Central Government directions to audit Cost Accounting Records as maintained by the Company, your Company appointed Shri K.S. Berk, as Cost Auditor for the year 2011-12 with the approval of Ministry of Corporate Affairs. The Cost Audit Report for the year 2010-11 was filed with MCA on 14th September 2011.

17, BOARD OF DIRECTORS

The Directors Report for the year 2011 contained changes in the Board level positions on account of appointments and cessations up to July 2011. Subsequently, the following changes in the Board have occurred.

Pursuant to the orders of Ministry of Power, Shri R,P. Singh, Director (Electrical), was appointed as Whole time Chairman and Managing Director w.e.f. 31st January 2012.

Pursuant to the orders of Ministry of Power. Shri G. Sai Prasad was appointed as Central Government Nominee Director in place of

Shri Sudhir Kumar, with effect from 16th December 2011.

Shri K.S. Gill. Sh. S.M, Lodha. Smt, Asha Swarup, Shri Arun Mahajan and

Shri D.V. Dharmik took up their appointment as Independent Directors on the Board of SJVN.

The Board welcomes the appointments and wishes to place on record

its highest appreciation for the valuable contributions made by the outgoing Directors during their association with SJVN,

18. IMPLEMENTATION OF OFFICIAL LANGUAGE

In order to ensure the implementation of the Official language policy of the Govt, of India, all possible efforts have been made by the company to achieve the targets as specified by the Department of Official Language. Company has received awards in recognition for these efforts.

To encourage executives and non-executives to do their entire work in Hindi a number of incentive schemes are under implementation Under these schemes 328 executives and non-executives have received prizes amounting to Rs. 3.98.952/- approximately Under the new "Rajbhasha Sammon" Scheme an employee doing best work in Hindi in different Projects including Corporate Office and under the "Rajbhasho Uttknshtta Samman" an employee doing best work in Hindi at Corporate Level will be awarded Rs.25,000 and Rs. 35,000 respectively, This year seven employees were awarded cash prizes under the scheme.

11 Hindi workshops/seminars were organized wherein 184 executives and non-executives were trained. Organising of Hindi quiz competitions on national/important occasions is a regular feature in which 506 executives and non-executives received cash prizes aggregating to Rs. 5,34,900/- Out of total expenditure on purchase of books. 92% of amount was spent in purchase of Hindi books. Town official language Implementation Committee. Shimla awarded the Company with the Third Prize for its efforts towards implementing the Official language policy.

19. AWARDS & ACHIEVEMENTS

The Ministry of Power instituted in the year 2004-05. a Comprehensive Award Scheme for recognizing meritorious performance in Power Sector. The NJHPS of your company was selected for the "Gold Shield" under the Scheme, by the CEA in the category of "Performance of Hydro Power Station" for the year 2010-11. The prestigious award was presented by Hon'ble Minister of Power, Shri Sushil Kumar Shinde, to Shri R.P. Singh, CMD, SJVN Limited at a function at Vigyan Bhavan. New Delhi on 22nd March, 2012.

20. ACKNOWLEDGMENT

The Board of Directors acknowledges with deep appreciation, the co- operation and guidance extended by various Ministries/Deportments of the Government of India, particularly, Ministry of Power, Ministry of Finance, Ministry of External Affairs, MOEF. Central Electricity Authority. Central Water Commission, Geological Survey of India, the Government of Nepal, the Government of Bhutan, the Government of Himachal Pradesh, particularly, the Deportments of Power. Finance and Forests, the Pollution Control Board, Government of Uttarakhand. the State Electricity Boards and the World Bank. Your Directors also convey their gratitude to the shareholders, various international and Indian banks and financial institutions for the confidence reposed by them in the Company. The Board also acknowledges and appreciates the contribution made by Contractors, Vendors, Consultants and others for achieving the planned goals of the Company,

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

For and on behalf of Board of Directors

(R.P. Singh) CHAIRMAN AND MANAGING DIRECTOR

Place: New Delhi Date: 23rd July, 2012


Mar 31, 2011

Dear Members,

The Directors are pleased to present the Twenty-Third Annual Report of the Company for the year ended March 31, 2011 along with the Audited Statement of Accounts, Report of Auditors and Comments of the Comptroller and Auditor General of India.

The following financial highlights for the year ending 31 st March 2011 witnesses the performance of your company.

1. FINANCIAL HIGHLIGHTS

(Rs. in crore)

2010-11 2009-10 INCOME

Net Sales after adjustments 1812.67 1769.74

Other Income 143.15 138.99

Total Income 1955.82 1908.73

EXPENDITURE

Generation, Admn., & Other Exp 201.83 178.10

Depreciation 444.21 433.28

Provisions & write back (0.21) (1.29)

Interest and Finance charges 158.37 172.93

Expenditure before prior period 804.20 783.02

Prior Period Adjustment (4.58) 108.24

Total Expenditure 799.62 891.26

Profit Before Tax 1156.20 1017.47

Provision for Tax 244.07 44.73

Profit After Tax 912.13 972.74

Appropriations

Interim dividend paid nil 80.00

Proposed Dividend 330.93 248.20

Tax on dividend 53.69 54.82

Total Dividend incl Tax 384.62 383.02

2. GENERATION

During the year ending 31st March 2011, 7140.205 MUs of power was generated as compared to the previous year's generation of 7018.81 MUs. The designenergy for the NJHPS is 6612 MUs. Plant availability factor was 97.996% which has since been revised by NRPC against representation of your Company to 98.318% in June 2011. The normative Capacity index was 82%. As a result of efficient planning, systematic operation and maintenance management, the company earned an incentive of Rs.216.02 crore. The annual machines maintenance time has been brought down to 8.43 days against 10 days last year.

3. DIVIDEND

The Company earned a net profit after tax of Rs.912.13 crore during the year ascomparedto profit after tax of previousyearofRs.972.74crore. Your Directors had recommended a dividend of Rs.330.93 crore as against dividend of Rs.328.20 crore for the previous year. The dividend shall be paid after your approval. The declared dividend per equity share comes to Rs.0.80 as against Rs.0.79 during previous year.

4. PROJECTS UNDER EXECUTION

4.1 RAMPUR PROJECT (412 MW)

The Project has taken a major leap in terms of progress in all fronts since our last Report. Breakthrough blast between HRT Kajo Upstream and HRT Spill Tunnel Downstream has daylighted 7831 m of HRT in a continuous stretch. As of now, total Heading of 13668 m (90%), Benching of 7438 m (49%) and Lining of 4111 m (27%) has been done. The excavation in critical reach between Goshai upstream and Kasholi downstream, is progressing well. The HRT in all respects including plugging of adits shall be completed by April 2013. The construction activities are now mainly focused in Power House and its appurtenant structures and these activities are as per schedule. The Surge Shaft excavation is complete and lining is in progress with 31% completion as on date. The excavation of Pressure Shafts (03 nos) is complete and fabrication and erection of liner is in progress. Erection activity of all the 06 nos. generating units has been taken up with 50% completion of Unit I & 6. About 35% supplies of various electro- mechanical components have been received at site. The cumulative expenditure till March 2011 was Rs.1127.52 crores.

5. PROJECTS UNDERSURVEY AND INVESTIGATION

5.1 ARUN-IH PROJECT(900MW)

The project is a run-off the river scheme located on Arun River in Sankhuwasabha Distt. of Eastern Nepal. Survey and Investigation work was completed in January 2011. Final DPR was submitted to CEA in March 2011. As regards Environmental clearance from the Ministry of Environment, Govt, of Nepal, SJVN has submitted Scoping document and Terms of Reference to the Govt, of Nepal. Action is being taken on the observations of Govt, of Nepal. Detailed Agreement for Implementation of the project is under negotiation with the Govt, of Nepal. The award of major civil works is expected in June 2012 with a construction period of 5 years.

For evacuating power from the project, detailed survey for laying 400 KV D/C transmission line from Diding (Power House) to Dhalkebar in Nepal and upto Muzzaffarpur in India using modern techniques is in progress.

5.2 LUHRI PROJECT (775 MW)

DPR was submitted to CEA in March 2011 which is under examination by CEA for accord of TEC. EIA/EMP studies concluded in February 2011. Action in respect of Environmental clearance, Forest clearance, Acquisition of land for the project etc. has been initiated.

5.3 DHAULASIDH PROJECT (66 MW)

The DPR for 66 MW was submitted to the Government of Himachal Pradesh and the Government accorded TEC on 25th June 2011. The estimated cost of Project is Rs.497.70 crores approx at November 2010 price level. On commissioning, the project shall generate 247 million units in a 90% dependable year. EIA/EMP studies for the project have been submitted to State Pollution Control Board for conducting public hearing. Action for diversion of forest land and acquisition of land for development of infrastructural facilities is in process. The construction period of the project will be 54 months.

5.4 UTTARAKHAND PROJECTS

Devsari HEP is Run of River (RoR) scheme with installed capacity of 252 MW. The RoR scheme was cleared by Govt, of Uttarakhand in Oct., 2007. The project will generate 913.43 MU of energy in a 90% dependable year. Final DPR has been submitted to CEA in June 2010. Final EIA/EMP report has been submitted to MoEF in March, 2011 and project was considered by Expert Advisory Committee (EAC) of MoEF in April, 2011 for accord of environment clearance. Notification under Section-IV of LA-Act has been issued for acquisition of private land. At present, the TEC, private land acquisition, forest land diversion, environment clearance, mining clearance etc., are in advance stage of their approval. The major civil works are likely to be awarded by Oct., 2012 with execution period of 5 years.

Naitwar Mori HEP, capacity at the time of allocation was 33 MW. After detailed survey and investigation, the project installed capacity has been revised to 60 MW with annual energy generation of 261.08 MU in a 90% dependable year. TEC for 60 MW has been accorded by Govt. of Uttarakhand in March, 2010. The estimated cost of Project is Rs.449.78 crores at Feb 2009 price level. The project has been accorded wild life clearance by NBWL in April, 2011. The ToR for the revised capacity of the project were approved by the MoEF in July, 2010 and after public hearing, final EIA/EMP report has been submitted to MoEF in June, 2011 for accord of environment clearance. Notification under Section-VI & IX of LA-Act has been issued for acquisition of private land. At present, the process of land acquisition, environment clearance, forest land diversion and mining clearance are at advance stage of approval. Major Civil works are likely to be awarded by Jan./Feb., 2012 with 48 months completion period of the project. Jakhol Sankri HEP, capacity at the time of allocation was 33 MW which, after detailed survey and investigation, has been revised to 51 MW with generation capacity of 219.99 MU in a 90% dependable year. The DPR has been submitted to Govt, of Uttarakhand in Dec, 2010 for TEC. The ToR for EIA/EMP studies for the revised capacity of the project have been approved by MoEF in Jan., 2011. At present, the process of EIA/EMP studies, private land acquisition, forest land diversion, wild life clearance from NBWL, mining clearance etc., are in progress. The TEC for the DPR is under consideration by the Govt. of Uttarakhand.

6. PROJECTS UNDER CONSULTANCY

6.1 PROJECTS1N BHUTAN

The Ministry of Power, Govt, of India, entrusted the work of preparation of DPR of Kholongchhu Hydro Electric Project (486 MW) and work of updation of Wangchhu Hydropower project (900 MW) to your Company.

Survey and Investigation for DPR in respect of Kholongchu HEP was completed in February 2011 and Final DPR with revised installed capacity of 600 MW was submitted to CEA and Royal Government of Bhutan on 30th June 2011. EIA&EMP Studies are in progress.

As regards Wangchhu project, the scheme was revised from 900 MW storage scheme to 600 MW ROR and the revised proposal was agreed by CEA. Survey and Investigation for the revised scheme is in progress.

7. PROJECTS UNDER JOINT VENTURE

7.1 T1PAIMUKH H.E.PROJECT (1500MW),MANIPUR

Govt, of Manipur (GOM), SJVN and NHPC limited have signed a MoU on 28.4.2010 to implement the multipurpose project, namely, the "Tipaimukh Hydro Electric (Multipurpose) Project" having an installed capacity of 1500 Megawatts to be located at Manipur-Mizoram border, downstream of the confluence of the river Barak with Tuivai, in Churachandpur District of Manipur through a Joint Venture Company among the GoM, SJVN and NHPC. The NHPC shall have the share of 69%, SJVN shal I have a share of 26% and GoM shall have a share of 5% of the total share holding in the JVC. Implementation of the MoU will be monitored by a committee comprising of a representative each from Ministry of Power, Govt, of India, GoM, SJVN and NHPC.

8. CURRENT PERFORMANCE 2011-12

For the quarter ending 30th June 2011, the power generated was 2650.53 MUs (previous year: 2424.57 MU) as against the target of 2287 MUs. The total Income recorded was Rs.553.57 crore as against Rs.524.98 crore for the corresponding quarter of the previous year.

9. ENVIRONMENT

Towards this end, your company launched a comprehensive environment management plan of Rs.35.85 crore and Rs.45.52 crore in NJHEP and RHEP respectively. Asum of Rs.27.96 crore and about Rs.37.67 crore in NJHEP&RHEP were spent so far.

In recognition of the efforts on environmental activities, your company was in receipt of Awards for the year 2009-10 from Greentech Foundation, New Delhi.

10. Resettlement and Rehabilitation

SJVN, being conscious of its responsibilities towards society, is committed to execute and operate Hydro Electrical Projects in a socially responsible manner through laid down Resettlement and Rehabilitation measures for the project affected people. To ensure sustainable development, your company recognizes the fundamental rights and corporate social responsibilities that its business has towards the sustainable existence of the communities within which it operates. To fulfil these responsibilities, apart from various R&R works as per its policy, SJVN is implementing various infrastructural and community development works in NJHPS and RHEP with recurring annual budget plans of Rs.1.5 crore and Rs. 2.5 crore respectively. Following the spirit of R&R policy and Corporate Social Responsibility SJVN spent Rs.5.098 crore in NJHPS and RHEP during FY 2010-11. Your R&R, Area Development and CSR works in NJHPS and RHEP since beginning to as on date becomes Rs. 105.56 crore.

In addition to the above, an amount of Rs. 0.094 crore was released for State Institute of Engineering & Technology in Pragatinagar, Gumma, Distt. Shimla against the proposed amount of Rs. 15 crore during FY 2010-11. This year, your company approved financial assistance of Rs.2.0 crore for adoption of two ITIs in HP. The fund is proposed to be released during FY 2011-12. The company also extended financial assistance of Rs. 0.5 crore to Uttarakhand government for rehabilitation of affected people due to natural calamities like heavy rains and floods etc. during FY 2010-11.

11. HUMAN RESOURCES

The total manpower (excluding deputationists) on the rolls of SJVN was 1203 as on 31st March 2011 as against 1088 as on 31st March 2010. The strength of HPSEB/HP Govt, on deputation on the above date was 677 as against 699 on 31st March 2010. The strength of SC, ST and OBC employees as on the above date was respectively 258,67 and 134 as against 231,60 and 116duringthe previous year. Your company gives utmost importance for the enrichment of skills and towards this in-house and external training programmes are organized in all disciplines and all levels. As a result, during the financial year 1060 employees were trained for 4030 man days. 11.1 INDUSTRIAL RELATIONS

Regular Meetings are held with the representatives of the various Associations/Unions to sort out the local issues as well as policy related matters. Recreational, Cultural and Sports functions on different occasions were also held, thus, resulting better employee-employer relations and cordial industrial relations during the year.

12. STATUTORY AND OTHER INFORMATIONS

The information required to be furnished as per the Companies Act 1956, Listing Agreements, Government Guidelines, and, Code of Corporate Governance of your Company, on the following matters is placed at Annexure'A"

a) Management Discussion and Analysis

b) Report on Corporate Governance

c) Information on Conservation of Energy, technology Absorption and Foregin exchange earnings and out go

d) Information as per Companies (Particulars of Employees) Rules 1975

13. DIRECTORS' RESPONSIBILITIES STATEMENT

The Directors'confirm that in the preparation of the annual accounts for the year ended March 31,2011:

- the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

- that the directors had selected such accounting policies and app I ied them con s istentl y except as d isc losed i n the Notes on Accou nts and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year;

- that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- that the directors had prepared the annual accounts on a going concern basis.

14. AUDITORS' REPORT

M/s Hingorani M & Co., Chartered Accountants, New Delhi, were appointed by C&AG as Statutory Auditors of the Company for the financial year 2010-11.

The Report of the Statutory Auditors to the Members on the Accounts for the year ended 31.03.2011 along with reply to Qualification is placed at Annexure 'B'. Comments of the C&AG of India on the Accountsfortheyearended31.03.2011 are placed at Annexure *C Comments of C&AG being 'nil', the reply by the Management is not applicable.

14.1 COST AUDIT

Pursuant to the Central Government directions to audit Cost Accounting Records as maintained by the Company, your Company appoi nted ShriK.S.Berk, Cost Accou ntant, as Cost Au d itor for the year 2010-11 with the approval of Ministry of Corporate Affairs for the audit.

The Cost Audit Report for the year 2009-10 was filed with MCA on 22nd September 2010 as against 15th October 2010 being due date for filing.

15. BOARD OF DIRECTORS

The Directors Report for the year 2010 contained changes in the Board level positions on account of appointments and cessations up to September 2010. Subsequently, the following changes in the Board have occurred.

Pursuant to the orders of Ministry of Power, Shri R.P.Singh, Director (Electrical), has assumed the current charge of Chairman and Managing Director in addition to his duties with effect from 01 st March 2011, Shri A.S.Bindra, joined as whole time Director (Finance) with effect from 09th December 2010 and Shri Nand Lai Sharma joined as whole time Director (Personnel) with effect from 22nd March 2011. Pursuant to the orders of Ministry of Power, Shri H.K.Sharma, ceased as Chairman &Mg. Director with effect from 25th Feb 2011 on account of completion of given tenure. Also on attaining the age of superannuation, Shri R.S.Katoch ceased as Director (Personnel) with effect from 28th Feb 2011.

As regards part-time Independent Directors, on account of completion of tenure, Shri K.S.Sarma, Shri K.S.Gill and Shri S.M.Lodha ceased as Directors of the Company.

The Board welcomes the appointments and noted the contributions made by the outgoing Directors during their tenure and placed on record its highest appreciation for their services.

16. IMPLEMENTATION OF OFFICIAL LANGUAGE Celebration of Hindi Fortnight, quiz competitions, workshops, publication of house journal i.e. "Himshakti" and translation of manuals into Hindi from time to time are regular feature. During the year 242 employees were imparted training in usage of Hindi in day to day work. 741 employees were given prizes for winning various competitions organized on national/important occasions. Sub-Committee of Parliamentary Committee on Official Language Inspected the progress of use of Hindi at the Corporate Office, Shimla on 01 st November 2010 and expressed its satisfaction over the progress made in this regard.

In recognition of its efforts, your Company was awarded with TOLIC Rajbhasha Shield (Second Prize) by Town Official Language Committee, Shimla, for the year 2009-10 and NTPC Rajbhasha Shield (Third Prize) by Ministry of Power for the year 2008-09 for the best performance in the field of Official Language implementation.

17. ACKNOWLEDGEMENT

The Board of Directors acknowledge with thanks the guidance and help extended by various Ministries/Departments of the Government of India, particularly, Ministry of Power, Ministry of Finance, Ministry of External Affairs, MoEF, Central Electricity Authority, Central Water Commission, Geological Survey of India, the Government of Nepal, the Government of Bhutan, the Government of Himachal Pradesh, particularly, Deptt of Power, DeptL of Finance, Deptt of Forests, Pollution Control Board, Government of Uttarakhand, State Electricity Boards, World Bank.

Your Directors also convey their gratitude to the shareholders, various international and Indian banks and financial institutions for the confidence reposed by them in the Company.

The Board also records its deep appreciation of valued cooperation extended by the Office of the Comptroller and Auditor General of India and the Auditors. Last but not least, the Board commends the hard work and dedicated efforts put in by the employees of the Corporation including the employeesondeputation atall levels. Thanking you

For and on behalf of Board of Directors

(R.P.Singh)

CHAIRMAN AND MANAGING DIRECTOR

Place: New Delhi

Date: 14th July 2011






Mar 31, 2010

The Directors are pleased to present the Twenty-Second Annual Report of the Company for the year ended March 31, 2010 along with the Audited Statement of Accounts, Report of Auditors and Comments of the Comptroller and Auditor General of India.

Before presenting the Financial Highlights of the year, the Board places its sincere appreciation to all the stakeholders who supported and subscribed to the Equity on account of the Disinvestment in the Company by the Government of India. As you are all aware the issue of 41.50 crore equity shares consisting of 10.03% of the paid up capital of the Company was over-subscribed by 6.64 times and the Board hopes the same spirit and support in the times to come.

The following financial highlights for the year ending 31st March 2010 is witness to the performance of your company.

1. FINANCIAL HIGHLIGHTS

(Rs. In crore)

2009-10 2008-09

INCOME

Net Sales after adjustments 1769.74 1759.59

Other Income 138.99 269.65

Total Income 1908.73 2029.24

EXPENDITURE

Generation, Admn.& Other Exp. 178.10 171.35

Depreciation 433.28 233.25

Provisions & write back (1.29) 8.23

Interest and Finance charges 172.93 332.49

Prior Period Adjustment 108.24 (1.98)

Total Expenditure 891.26 743.34

Profit Before Tax 1017.47 1285.90

Provision for Tax 44.73 270.58

Profit After Tax 972.74 1015.32

Appropriations

Interim dividend paid 80.00 110.00

Proposed Dividend 248.20 210.00

Total Dividend 328.20 320.00

2. GENERATION

During the year, 7018.81 MUs of power was generated as compared to the previous years generation of 6608.691 MUs. The design energy for the NJHPS is 6612 MUs. Plant availability factor was 98.55% against normative capacity index of 82%. As a result, the company earned an incentive of Rs.132 crore. The maintenance time has been brought down to 10 days against 15 days last year.

3. SHARE CAPITAL

During the financial year 2009-10, the Govt, of Himachal Pradesh paid an Application money of Rs. 16.70 crores towards subscription for additional equity as agreed to in the Agreement for Rampur Project executed on 20th October 2004. Pursuant to the approval of the Govt, of India, approving the allotment of additional equity to the Govt, of Himachal Pradesh and the GOHP having paid the balance money amounting to Rs. 24.24 crore on 08th April 2010, the Company allotted 2,78,12,500 equity shares of Rs.10 each at Rs. 14.72 on 13th April 2010.

4. DIVIDEND

The Company earned a net profit after tax of Rs. 972.74 crore during the year as compared to profit after tax of previous year of Rs. 1015.32 crore. Your Directors had recommended a dividend of Rs. 328.20 crore (including interim dividend of Rs. 80 crore already paid) as against dividend of Rs. 320 crore for the previous year. The dividend shall be paid after your approval.

5. STATUS OF PROJECTS UNDER EXECUTION

5.1 RAMPUR PROJECT (412 MW)

The progress of the Civil Works in HRT, as stated in our last report, i continues to be on critical path due to very poor geology between Goshai upstream and Kasholi downstream. Although, the accelerated measures deployed at Goshai u/s proved to be good with achieving progress rate of 50 m per month as against earlier 28 m per month, the works in Kasholi d/s face could not progress due to presence of 20 m long cavity. A by pass adit has been constructed to by pass the cavity and the cavity is being treated. The progress of other reaches of HRT, Surge Shaft, Power house complex etc. and Electro-Mechanical works are as per targets. As of now, with the accelerated measures, 65% HRT heading, 30% benching, 11% concrete lining in HRT, 94% excavation of surge-shaft, 98% power house excavation are complete. Civil fronts for electro-mechanical works in power house area has been made available. The model test of turbine has been done successfully. The project is now likely to be commissioned in September 2013 in place of March 2012. Your Directors assure that all out efforts are being made to achieve better progress.

5.2 ARUN-III PROJECT (900 MW)

The project is the first venture of your Company on foreign land, on BOOT basis, therefore all out efforts are being put in to achieve the milestones at all levels. The project is a run-off the river scheme located on Arun River in Sankhuwasabha Distt. of Eastern Nepal. Topographic survey for all the project components has been completed. Control points have been established at various sites of the project components. FSR for the project with revised installed capacity of 900 MW has been prepared and the commercial viability of the project with 900 MW has been accorded by CEA on 23.02.2010. The FSR has been submitted to Govt, of Nepal in April 2010. Preparation of DPR is in progress. For EIA / EMP and R&R studies, collection of data for first & second season has been carried out. Activities connected with securing the possession of land for project works had also begun. Survey work for the construction of road to Power House and Dam site has been completed and estimate finalized. Detailed Agreement for Implementation of the project is under negotiation with the Govt, of Nepal.

For evacuating power from the project, SJVN was issued survey license for conducting survey of Transmission Line for Arun-3 Project on May 22, 2009. Work for conducting detailed survey for laying 400 KV D/C transmission line from Diding (Power House) to Dhalkebar in Nepal and upto Muzzaffarpur in India using modern techniques was awarded on 24.12.2009.

5.3 PROJECTS IN BHUTAN

The Ministry of Power, Govt, of India, entrusted the work of preparation of DPR of Kholongchhu Hydro Electric Project (486 MW) and work of updation of Wangchhu Hydropower project (900 MW) to your Company. The Agreement towards preparation of DPR of Kholongchhu HEP by SJVN has been signed between the Corporation and Royal Govt, of Bhutan on 22.12.2009. SJVN has prepared the FSR for both the projects. TORsfor EIA and EMP studies for both the projects have been cleared by Royal Govt, of Bhutan. In FSR of Kholongchhu Project, the installed capacity of the project has been established as 650 MW. The FSR has been submitted to CEA for obtaining financial viability of the project. Preparation of DPR is in progress taking into consideration the views of CEA. The Wangchhu Project as per previously prepared DPR was conceptualized as storage scheme. On preparation of FSR, SJVN found the project unviable with storage scheme and proposed a revised scheme for the project to be now as RoR scheme with installed capacity of 600 MW. The FSR for RoR scheme was submitted to CEA/CWC for establishing the Commercial viability on 13.11.2009 and obtained the same by8.2.2010.

5.4 LUHRI PROJECT (775 MW)

An MOU for the project between Govt, of Himachal Pradesh and SJVN was signed on 27th October 2008. DPR of the project was submitted to CEA in August 2007 and copy of MoU in November 2008 and the observations of the CEA on hydrology and geology have been attended to. The EIA/EMP report is being finalized and will be sent to Pollution Control Board for Public Hearing. Drift at power house site as per advice of CEA is in progress.

CAT Plan and diversion of forest land case has been submitted to Govt, of Himachal Pradesh for onward submission to Ministry of Environment and Forests, Govt, of India. Acquisition of land required for the project is in process.

5.5 DHAULASIDH PROJECT (66 MW)

An MoU with Government of Himachal Pradesh was signed on 27th October 2008. Prior permission for pre-construction activities for setting up of 40 MW Project was accorded by HP Govt, in October 2009. Subsequently, FSR for this project was prepared and the capacity was enhanced to 66 MW after carrying out detailed survey and investigation at project. The DPR is likely to be submitted to Govt, of H.P. by September 2010. Action for diversion of forest land and acquisition of land for development of infrastructural facilities is in process. The major civil works of the project are planned to be awarded by November 2011 and the project is likely to be commissioned by May 2016.

5.6 UTTARAKHAND PROJECTS

The Govt, of Uttarakhand accorded clearance for implementation of Devsari stage-l (252 MW) as a run of the river scheme. TOR for EIA/EMP studies has been approved by MOEF in April 2008. Preliminary survey works have been completed. DPR was submitted to CEAin January 2009 for TEC. Based on the comments from CEA, additional site investigations and essential drift works at dam site have been completed and final DPR submitted to CEA in June 2010 for TEC. Land acquisition, Environment and Forest clearance are under progress. The major civil works are likely to be awarded by October 2012 with execution period of five years.

In respect of Naitwar Mori HEP, its capacity at the time of assignment was 33.5 MW. After detailed survey and investigation SJVN has raised its capacity to 60 MW. Application for diversion of forest land has been submitted to State Forest Department. Acquisition of private land is in progress. Major civil works are likely to be awarded by January 2012 with 48 months completion period of the project.

As regards Jakhol Sankri HEP (51 MW), as per the advice of the Expert Appraisal Committee for Project Environment Clearance, NOC from Chief Wild Life warden has been obtained and clearance for TOR for EIA/EMP studies has also been approved. DPR is under preparation. Meanwhile, land identification etc. are also in progress.

5.7 TIPAIMUKH H.E. PROJECT (1500MW),MANIPUR

Govt. ofManipur(GOM), SJVN and NHPC limited have signed a MoU on 28.4.2010 to implement the multipurpose project, namely, the "Tipaimukh Hydro Electric (Multipurpose) Project" having an installed capacity of 1500 Megawatts to be located at Manipur-Mizoram border, downstream of the confluence of the river Barak with Tuivai, in Churachandpur District of Manipur through a Joint Venture Company among the GoM, SJVN and NHPC. The NHPC shall have the share of 69%, SJVN shall have a share of 26% and GoM shall have a share of 5% of the total share holding in the JVC. Implementation of the MOU will be monitored by a committee comprising of a representative each from Ministry of Power, Govt, of India, GoM, SJVN and NHPC.

5.8 CROSS BORDER POWER TRANSMISSION CO. PVT. LIMITED

A Memorandum of Agreement (MoA) was signed between SJVN and IL&FS EDC on 25th June 2009 following SJVNs in principle decision for equity participation of 26% in Cross Border Power Transmission Company Private Limited (CPTC) incorporated for implementation of Indian side portion (about 86 km) of 400 KV Dhalkebar - Muzaffarpur, Indo - Nepal Transmission Line Interconnection by IL&FS EDC. The present share holding pattern of CPTC comprises of 48% by IL&FS EDC, 26% each by PGCIL and SJVN.

6. CURRENT PERFORMANCE 2010-11

For the quarter ending 30th June 2010, the power generated was 2424.57 MU as against the target of 2233.618 MUs and the total income recorded was Rs.524.98 crore as against Rs.489.32 crore for the corresponding quarter of the previous year. The net profit for the quarter ending June 2010 was Rs. 290.76 crore as against Rs.285.30 crore for the corresponding quarter of the previous year.

7. ENVIRONMENT

Your company has adopted a Corporate Environmental Mission Statement and environmental policies. The companys mission statement which, interalia, states developing and supplying to the Nation, State and Local communities, an efficient economic environmentally sustainable and socially responsible hydro power, stresses the need to develop adequate long-term capacity to manage environmental issues in all projects.

Towards this end, your company launched a comprehensive environment management plan of Rs. 35.85 crore and Rs. 45.52 crore in NJHEP and RHEP respectively. Asum of Rs. 27.96 crore and about Rs. 32.45 crore in NJHEP &RHEP was spent so far.

8. REHABILITATION AND RESETTLEMENT

Resettlement of Displaced Project Affected Persons is one of the primary duties of your company. During the year, your Company prepared Corporate R & R Policy based on the guidelines of National R & R Policy 2007. The provisions made under the R & R Policy are superior to those of National R&R Policy 2007. The main features of the Policy are sustainable economic development, better housing facility, strengthening of social institutions, grievance redressal mechanism. The laid down policies on Rehabilitation and Resettlement are followed in letter and spirit. During the year, a sum of Rs.11.61 crores was spent towards various activities under R&R and Corporate Social Responsibility Schemes. The cumulative expenditure on account of R&R and CSR amounts to Rs. 93.11 crores in respect of Nathpa Jhakri and Rampur Hydro Projects. In respect of other projects, namely Naitwar Mori and Luhri, specific R&R Plans are under preparation.

Further to the above, during the financial year 2009-10, your company approved funding of State Institute of Engineering & Technology at Pragati Nagar, Gumma, Distt. Shimla, Himachal Pradesh at an estimated cost of Rs.75.00 crores. It is proposed to release Rs.15.00 crores during the year 2010-11 to meet the initial setting up costs, so that engineering courses can be conducted from 2011-12 session and onwards. The Govt, of Himachal Pradesh is giving 150 bighas of land free of cost to the Institution. The Institution shall be managed by a Trust/Society to be formed.

9. HUMAN RESOURCES

The total manpower on the rolls of SJVN was 1088 as on 31 st March 2010 as against 1018 as on 31 st March 2009. The strength of HPSEB/HP Govt. on deputation on the above date was 699 as against 726 on the above date of the previous year. The strength of SC, ST and OBC employees as on the above date was respectively 231, 60 and 116 asagainst 215,56 and 95 during the previous year.

Your company gives utmost importance for the enrichment of skills and towards this in-house and external training programmes are organized in all disciplines and all levels. As a result, during the financial year 1142 employees were trained for 4814 man days.

9.1 INDUSTRIAL RELATIONS

Regular Meetings are held with the representatives of the various Associations/Unions to sort out the local issues as well as policy related matters. Recreational, Cultural and Sports functions on different occasions were also held, thus, resulting better employee-employer relations and cordial industrial relations during the year.

10. STATUTORY AND OTHER INFORMATION

The information required to be furnished as per the Companies Act 1956, Listing Agreements, Government Guidelines, and, Code of Corporate Governance of your Company, on the following matters is placed at Annexure "A"

a) Management Discussion and Analysis

b) Report on Corporate Governance

c) Information on Conservation of Energy, Technology Absorption and Foreign exchange earnings and out go

d) Information as per Companies (Particulars of Employees) Rules 1975

11. DIRECTORSRESPONSIBILITIES STATEMENT

The Directors confirm that in the preparation of the annual accounts for the year ended March 31,2010:

- The applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

- That the directors had selected such accounting policies and applied them consistently except as disclosed in the Notes on Accounts and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year;

- That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- That the directors had prepared the annual accounts on a going concern basis.

12. AUDITORS REPORT

M/s Hingorani & Co., Chartered Accountants, New Delhi, were appointed by C&AG as Statutory Auditors of the Company for the financial year 2009-10.

The Report of the Statutory Auditors to the Members on the Accounts for the year ended 31.03.2010 and Comments of the C&AG of India on the Accounts for the year ended 31.03.2010 are placed at Annexures B and "C.

There being no Qualifications of the Statutory Auditors and Comments of C&AG being nil, the Management Replies are not applicable.

12.1 COST AUDIT

Pursuant to the Central Government directions to audit Cost Accounting Records as maintained by the Company, your Company appointed Shri K.S. Berk, Cost Accountant, as Cost Auditor for the year 2009-10 with the approval of Ministry of Corporate Affairs for the audit.

13. BOARD OF DIRECTORS

The Directors Report for the year 2009 contained the details of appointments and cessations in respect of Directors up to September 2009. Thereafter Shri R.N. Misra, whole time Director (civil) was appointed by the Ministry of Power with effect from 21st May 2010. As regards cessation of whole time Director, Shri K.K.Garg, Director (Finance) ceased as Director with effect from 3rd Nov 2009 on account of his new posting.

As regards appointment of part-time Directors, the Ministry of Power, appointed Shri Sudhir Kumar, Jt. Secretary (Hydel), MOP, Shri Ajay Tyagi, Pr. Secretary (Finance), Shri Deepak Sanan, Pr. Secretary (Power), GOHP, as Part-time Official Directors with effect from 29th September 2009, 6th October 2009, 8th April 2010. In addition, Shri Ravi Dhingra, and Ms Bharti Prasad were appointed as Independent Directors with effect from 29th March 2010.

As regards cessation of part-time Directors, Shri J.S. Kawale, Jt. Secretary, MOP, Shri Arvind Mehta, Pr. Secy. (Finance), Shri Gurdial Singh, Shri Ajay Tyagi ceased to be the part-time Directors with effect from 29th September 2009,22nd September 2009,24th Dec 2009 and 8th April 2010 respectively. The Ministry of Power further appointed Shri Gurdial Singh and Shri Ajay Tyagi as Permanent Invitee on the Board. The Board welcomes the appointments and noted the contributions made by the outgoing Directors during their tenure and placed on record its highest appreciation for their services.

14. IMPLEMENTATION OF OFFICIAL LANGUAGE

Celebration of Hindi Fortnight, quiz competitions, workshops, publication of house journal i.e. "Himshakti" and translation of manuals in to Hindi from time to time are regular features. During the year 216 employees were imparted training in usage of Hindi in day to day work. 451 employees were given prizes for winning various competitions organized on national/important occasions. Sub-Committee of Parliamentary Committee on Official Language inspected the progress of use of Hindi at the Corporate Office, Shimla on 31st October 2009 and expressed its satisfaction overthe progress made in this regard.

15. ACKNOWLEDGEMENT

The Board of Directors acknowledge with thanks the guidance and help extended by various Ministries/Departments of the Government of India, particularly, Ministry of Power, Ministry of Finance, Ministry of External Affairs, MOEF, Central Electricity Authority, Central Water Commission, Geological Survey of India, the Government of Nepal, the Government of Bhutan, the Government of Himachal Pradesh, particularly, Deptt. of Power, Deptt. of Finance, Deptt. of Forests, Pollution Control Board, Government of Uttarakhand, State Electricity Boards, World Bank.

Your Directors also convey their gratitude to the shareholders, various international and Indian banks and financial institutions for the confidence reposed by them in the Company.

The Board also records its deep appreciation of valued cooperation extended by the Office of the Comptroller and Auditor General of India and the Auditors. Last but not least, the Board commends the hard work and dedicated efforts put in by the employees of the Corporation including the employees on deputation at all levels.

Thanking you

For and on behalf of Board of Directors

(H.K. SHARMA) CHAIRMAN AND MANAGING DIRECTOR Place: New Delhi

Date : 30th July 2010


Mar 31, 2009

The Directors are pleased to present the Twenty-first Annual Report of the Company for the year ended March 31, 2009 along with the Audited Statement of Accounts, Report of Auditors and Comments of the Comptroller and Auditor General of India. As you are all aware, we have completed five successful years since the beginning of the commercial operations of the first unit on 30th March 2004 of NJHPS. As in the past, the year 2008-09 also proved to be an impressive year which could be evidenced from the following financial results:.

1 FINANCIAL HIGHLIGHTS

(Rs. in crore) :

INCOME 2008-09 2007-08

Net Sales after adjustments 1759.59 1250.34

Other Income 269.65 331.87

Total Income 2029.24 1582.21

EXPENDITURE

Generation, Admn.,& Other Exp. 171.35 106.43

Depreciation 233.25 259.81

Depreciation prov. of earlier yrs written back Nil (506.93)

Provisions & write back 8.23 0.15

Interest and Finance charges 332.49 288.18

Prior Period Adjustment (1.98) 550.34

Total Expenditure 743.34 697.98

Profit before Tax 1285.90 884.23

Provision of Tax 270.58 119.72

Profit after Tax 1015.32 764.51 Appropriations

Interim dividend paid 110.00 136.00

Proposed Dividend 210.00 108.00

Total Dividend 320.00 244.00

Amount transferred to Reserves 640.94 479.05

2. GENERATION

During the year, 6608.691 MUs of power was generated as compared to the previous years generation of 6448.977 MUs. Keeping in view the important factors, such as, ensuring minimum flow of 15% discharge in the river for environm-ental considerations, shutdown of the plant during flushing of Reservoir and silt level exceeding the permissible limits, your company proposed revised design energy at 6255 MUs in a 90% dependable year as against 6951 MUs approved earlier and submitted a proposal to CEA. CEA re-considered these factors and approved revised design energy as 6612 MUs.

3.SALES

The final tariff order for the period 2004-05 to 2008-09 was received during the year. Based on revised rates as per the said order, the company has billed for the differential in tariff. The gross turnover from sale of energy for the year including differential in tariff as above stood at Rs. 1886.60 crore. The net sale of energy after provision on account of advance against depreciation and tariff adjustment of Rs. 127.01 crore stoodat Rs. 1759.59 crore.

4. DIVIDEND

The Company earned a net profit after tax of Rs. 1015.32 crore during the year and as such your Directors had recommended a dividend of Rs.320 crore (including interim dividend of Rs.110 crore already paid) as against dividend of Rs.244 crore for the previous year. The dividend shall be paid after your approval.

5. STATUS OF NEW PROJECTS

5.1 RAMPUR PROJECT (412 MW)

The Major Civil Works consisting of HRT, Surge Shaft, Power house complex etc., awarded on 1st February 2007 in two packages could not keep the current pace of progress due to unaccountable class and quantity of bad rock encountered. Presently, Kasholi adit and Goshai HRT downstream and upstream are in the critical path. The earlier measures of adding one more adit did not yield the desired results. More accelerated measures such as re- alignment of HRT, switching over to advance technology of lattice girder encased shotcrete support, deployment of Twin cutter etc. are under trial and once the results being positive, the construction methodology shall be suitably modified for containing the delay as much as possible. As of now, with these accelerated measures, the delay in project commissioning is about 8 months. Your Directors assure that all out efforts are being made to achieve better progress and ensure early commissioning. The Electro- Mechanical Package, which was re-tendered due to non- clearance by the World Bank, was awarded in September 2008 to be completed in 42 months as against 52.5 months decided earlier.

When completed, the project design energy would be 1770 MUs in a 90% dependable year. The project is originally scheduled to be completed by Feb. 2012 i.e. within the 11th plan.

5.2 ARUN-III PROJECT (402 MW)

Contract for preparation of Feasibility Report, Detailed project report, bid documents, drawings, EIA/EMP studies including investigation works for the project was awarded in the first week of August 2009. All the works shall be completed by December 2010. Meanwhile, gauge, discharge sites and silt observatories have been made functional. Identification of land, acquisition process, estimates for access roads are under preparation.

This being the first venture of your company on foreign land, on BOOT basis, all out efforts are being put in to achieve the milestones at all levels.

5.3 PROJECTS IN BHUTAN

The Ministry of Power, Government of India, entrusted survey and investigation of Kholongchu HEP (486 MW) and Wangchu HEP (900 MW) in July 2008 to your Company. Terms of reference for EIA and EMP studies for Kholongchu project are under approval by Govt, of Bhutan. Meanwhile, bids for Consultants for preparation of FSR and DPR already opened in June 2009 are under evaluation. In respect of Wangchu project, the TOR were already approved by the Government and tendering action for appointment of consultant for preparation of FSR and DPR is being initiated.

5.4 LUHRI PROJECT (775 MW)

An MoU for the project between Govt, of Himachal Pradesh and SJVN was signed on 27th October 2008. DPR of the project was submitted to CEA in August 2007 and copy of MoU in November 2008 and the observations of the CEA on hydrology and geology are being attended to. The observations of the World Bank on EIA, EMP and CAT Plans are also being attended to. The target for award of major civil works is November 2010 with tentative execution period of 7 years. The present on-going drifting is proposed to be completed in September 2009. Action on Land acquisition and diversion of forest land has also been initiated.

5.5 DHAULASIDH PROJECT

An MoU with Government of Himachal Pradesh was signed on 27th October 2008. Application for PEC was submitted in November 2008. Contract for preparation of FSR, DPR, Bid documents etc. was awarded in August 2009 to be completed by August 2010. The project is planned for commissioning by December 2014.

5.6 UTTARAKHAND PROJECTS

The Govt, of Uttarakhand accorded clearance for implementation of stage-l Devasari HEP (252 MW) on 4th October 2007 as a run of the river scheme. PEC was accorded in April 2008. Preliminary survey works were completed. DPR was submitted to CEA in January 2009 for TEC and drift excavation as suggested is in progress. Land acquisition and Forest clearance are under progress. The target for award of major civil works is January 2011 with execution period of five years.

In respect of Naitwar Mori, detailed topographical survey of the project was completed and PEC was accorded by MOEF in July 2007. The DPR was submitted to Govt, of Uttarakhand in July 2008. TEC is yet to be received. Application for diversion of forest land was submitted to State Forest Department in April 2008 and acquisition of private land is in progress. The target for award of major civil works has been kept in February 2010 with completion period of the project in 42 months.

As regards Jakhol Sankri, as per the advice of the Expert Appraisal Committee for Project Envinronment Clearance, NOC from Chief Wild Life Sanctuary area was obtained in April 2009 and PEC from MOEF was also received. Draft FSR was received in May 2009 and DPR work will be taken up shortly. Meanwhile, land identification etc has also been taken up.

6. CURRENT PERFORMANCE 2009-10

For the quarter ending 30th June 2009, the power generated was 2155.21 MUs as against the target of 2208.59 MUs and the total Income recorded was Rs.446.29 crore (Rs.416.62 crore during corresponding quarter of the previous year) and estimated net profit was Rs. 156.38 crore (Rs. 165.61 crore during corresponding quarter of the previous year).

6.1 INTERIM DIVIDEND 2009-10

Considering the current financial performance, your Directors approved payment of interim dividend of Rs.80 crore for the year 2009-10 to be paid to both the share holders in accordance with the equity ratio in the company as on 31st March 2009.

7. ENVIRONMENT

Your company has adopted a Corporate Environmental Mission Statement and environmental policies. The companys mission statement which, interalia, stated that developing and supplying to the Nation, State and Local communities, an efficient economic environmentally sustainable and socially responsible hydro power stresses the need to develop adequate long-term capacity to manage environmental issues in all projects.

Towards this end, your company launched a comprehensive environment management plan of Rs.35.85 crore and Rs.45.52 crore in NJHEP and RHEP respectively. A sum of Rs.21.50 crore and about Rs.20.00 crore in NJHEP a RHEP were spent so far.

In recognition of the efforts on Environmental activities, your Company was in receipt of Awards in the year 2008-09 from Greentech Foundation, New Delhi.

8. REHABILITATION AND RESETTLEMENT

Resettlement of Displaced Project Affected Persons is one of the primary duties of your company. The laid down policies on Rehabilitation and Resettlement are followed in letter and spirit. During the year, as in the past, your company spent a sum of Rs.5.01 crores. Out of this, Rs.1.49 crore towards Infrastructure works of NJHPS and Rs.3.5 crore towards local area development of RHEP. Apart from the above, 35 students from project area of RHEP were sponsored with tuition fee and scholarship for pursuing vocational/ ITI courses in Himachal Pradesh for the current academic session

9. HUMAN RESOURCES

The total manpower on the rolls of SJVN was 1018 as on 31 st March 2009 as against 956 as on 31st March 2008. The strength of HPSEB/HP Govt, on deputation on the above date was 726 as against 772 on the above date of the previous year. The strength of SC, ST and OBC employees as on the above date was respectively 215, 56 and 95 as against 171, 52 and 84 during the previous year.

Your company gives utmost importance for the enrichment of skills and towards this in-house and external training programmes are organized in all disciplines and all levels. As a result, during the year, 1221 employees were trained for 4036 man days.

9.1 INDUSTRIAL RELATIONS

Regular Meetings are held with the representatives of the various Associations/Unions to sort out the local issues as well as policy related matters. Recreational, Cultural and Sports functions on different occasions were also held, thus, resulting better employee-employer relations and cordial industrial relations during the year.

10. STATUTORY AND OTHER INFORMATIONS

The information required to be furnished as per the Companies Act 1956, Government Guidelines, and, Code of Corporate Governance of your Company, on the following matters is placed at Annexure A"

a) Management Discussion and Analysis

b) Report on Corporate Governance

c) Information on Conservation of Energy, technology Absorption and Foregin exchange earnings and out go

d) Information as per Companies (Particulars of Employees) Rules 1975

11 .DIRECTORS RESPONSIBILITIES STATEMENT

The Directors confirm that in the preparation of the annual accounts for the year ended March 31,2009:

- the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

- that the directors had selected such accounting policies and applied them consistently except as disclosed in the Notes on Accounts and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year;

- that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- that the directors had prepared the annual accounts on a going concern basis.

12. AUDITORS REPORT

M/s R. Bansal & Co., Chartered Accountants, Chandigarh, were appointed by C&AG as Statutory Auditors of the Company for the financial year 2008-09.

The report of the Statutory Auditors to the Members on the Accounts for the year ended 31.3.2009 and replies of the Management on the qualifications of Statutory Auditors are placed at Annexures "Band "C.

The C&AG of India vide letter no. RAP/NHPC/SJVNL/2- 2/08-09/562, dated 27th August 2009 communicated "NIL" comments under section 619(4) of the Companies Act 1956 on the Accounts for the year ended 31.3.2009. A copy of communication is placed at Annexure D

12.1 COST AUDIT

Pursuant to the Central Government directions to audit Cost Accounting Records as maintained by the Company, your Company appointed Shri K. S. Berk, Cost Accountant, as Cost Auditor for the year 2008-09 with the approval of Ministry of Corporate Affairs for the audit.

13. CHANGES IN NAME, OBJECTS AND ARTICLES OF ASSOCIATION

Pursuant to your companys expansion activities from Himachal to other States in India and abroad, venturing into new activities such as wind power etc., and with a view to convert in to public limited company for adopting Corporate Govemanace norms, your company proposes change in the Name, Objects and relevant Articles of Memorandum and Articles of Association. Your company also proposes increase in Authorised Share Capital from Rs.4500 crore to Rs.7000 crore and sub-division of face value of share from Rs. 1000 each to Rs.10 each. The above changes shall be implemented after your approval.

14. BOARD OF DIRECTORS

Since the last Report, Shri J.K.Sharma, whole time Director (civil) ceased with effect from 9th April 2009 on his being appointed as Director in NHPC. As regards part-time Directors, Shri Rajesh Verma and Shri Ajay Mittal ceased to be the part-time Directors with effect from 26th March 2009 and 19th May 2009 respectively on account of their new postings. The Board noted the contributions made by the above Directors during their tenure and placed on record its highest appreciation for their services.

15. IMPLEMENTATION OF OFFICIAL LANGUAGE Celebration of Hindi Fortnight, quiz competitions, workshops, publication of house journal i.e. "Himshakti" and translation of manuals into Hindi from time to time are regular features. During the year, 292 employees were imparted training in usage of Hindi in day to day work. Three employees were also trained in Hindi typing. In recognition of efforts for the year 2007-08, in implementation of official language, your company was awarded TOLIC Rajbhasha Shield (First Prize) by Town Official Language Committee, Shimla, and NTPC Rajbhasha Shield (Third Prize) by Ministry of Power for best performance.

16.ACKNOWLEDGEMENT

The Board of Directors acknowledge with thanks the guidance and help extended by various Ministries/ Departments of the Government of India, particularly, Ministry of Power, Ministry of Finance, Ministry of External Affairs, MOEF, Central Electricity Authority, Central Water Commission, Geological Survey of India, the Government of Nepal, the Government of Bhutan, the Government of Himachal Pradesh, particularly, Deptt. of Power, Deptt. of Finance, Deptt. of Forests, Pollution Control Board, Government of Uttarakhand, State Electricity Boards, World Bank, Financial Institutions and Banks etc.

The Board also records its deep appreciation of valued cooperation extended by the Office of the Comptroller and Auditor General of India and the Auditors. Last, but not the least, the Board commends the hard work and dedicated efforts put in by the employees of the Corporation including the employees on deputation at all levels.

Thanking you,

For and on behalf of Board of Directors

Place: Shimla (H.. K. SHARMA)

Date: 10th September, 2009 CHAIRMAN AND MANAGING DIRECTOR



 
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