DIRECTORS' REPORT 2015 

Dear Members,

Your 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:-

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. Inter­Governmental 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 companyis 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 ResearchCentre, 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 re­determined 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 stag e 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 Rs.259.78 Crore, including Variable Pay amounting to Rs.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 'goingconcern' 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 dispensed during the year 2014-15:- and 

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 Rs.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:-

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 fromany of its subsidiaries. For and on behalf of Board of Directors 

 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 eneral 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. 

 (Ramesh Narain Misra)

Chairman and Managing Director DIN:03109225 

Date: 30th July 2015 Place: New Delhi