94th Annual Report 2012-13 CORPORATE INFORMATION (As on 30th May, 2013) BOARD OF DIRECTORS Mr. Cyrus P. Mistry, Chairman Mr. R. Gopalakrishnan Dr. Homiar S. Vachha Mr. Nawshir H. Mirza Mr. Deepak M. Satwalekar Mr. Piyush G. Mankad, IAS (Retd.) Mr. Ashok K. Basu, IAS (Retd.) Mr. Thomas Mathew T., LIC Nominee Ms. Vishakha V. Mulye Mr. Anil Sardana, Managing Director Mr. S. Ramakrishnan, Executive Director Mr. S. Padmanabhan, Executive Director COMPANY SECRETARY Mr. Hanoz M. Mistry SHARE REGISTRARS TSR Darashaw Private Limited 6-10, Haji Moosa Patrawala Industrial Estate 20, Dr. E. Moses Road, Mahalaxmi Mumbai 400 011 Tel. 022 6656 8484 Fax. 022 6656 8494 Email: [email protected] Website: www.tsrdarashaw.com STATUTORY AUDITORS Deloitte Haskins & Sells SOLICITORS Mulla & Mulla & Craigie Blunt & Caroe BANKERS Citibank N.A. HDFC Bank Limited ICICI Bank Limited IDBI Bank Limited Kotak Mahindra Bank Limited Standard Chartered Bank Limited State Bank of India REGISTERED OFFICE Bombay House 24, Homi Mody Street Mumbai 400 001 Tel. 022 6665 8282 Fax. 022 6665 8801 Email: [email protected] Website: www.tatapower.com CORPORATE OFFICE Corporate Centre 34, Sant Tukaram Road Carnac Bunder Mumbai 400 009 Tel. 022 6717 1000 Email: [email protected] CORPORATE IDENTITY NUMBER (CIN) L28920MH1919PLC000567 Corporate Information | 9 The Tata Power Company Limited CONTENTS Notice and Explanatory Statement ..................................................................11 Directors' Report .....................................................................................................17 SAVE TREES, Annexure I to the Directors' Report .................................................................27 SAVE THE EARTH Management Discussion and Analysis ...........................................................33 SUPPORT Performance Perspective ......................................................................................66 ‘GREEN INITIATIVE’ Standalone Financial Statements Auditors' Report .......................................................................................................68 Opt for receiving future Annual Reports in Annexure to the Auditors' Report.....................................................................70 electronic mode Balance Sheet ...........................................................................................................72 Statement of Profit and Loss ...............................................................................73 Please register your consent for this purpose on Cash Flow Statement .............................................................................................74 [email protected] Notes forming part of the Financial Statements .........................................76 Report on Corporate Governance ..................................................................117 This Annual Report can be Consolidated Financial Statements viewed under the 'Investor Relations' section on the Auditors' Report .....................................................................................................140 Company’s website Consolidated Balance Sheet..............................................................................142 www.tatapower.com Consolidated Statement of Profit and Loss .................................................143 Consolidated Cash Flow Statement ...............................................................144 As a measure of economy, copies of the Annual Report will not be distributed at Notes forming part of the Consolidated Financial Statements ...........146 the Annual General Meeting. Members are requested to kindly bring their Gist of the Financial Performance for the year 2012-2013 copies to the meeting. of the Subsidiary Companies ...........................................................................187 Annual General Meeting Date : Friday, 16th August, 2013 Time : 3 p.m. Venue : Birla Matushri Sabhagar, Sir Vithaldas Thackersey Marg, 19, New Marine Lines, Mumbai 400 020. 10 | Contents 94th Annual Report 2012-13 NOTICE The NINETY-FOURTH ANNUAL GENERAL MEETING of THE TATA POWER COMPANY LIMITED will be held on Friday, the 16th day of August, 2013 at 3 p.m. at Birla Matushri Sabhagar, Sir Vithaldas Thackersey Marg, 19, New Marine Lines, Mumbai 400 020, to transact the following business:- 1. To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended 31st March, 2013 and the Balance Sheet as at that date together with the Reports of the Directors and the Auditors thereon. 2. To declare a dividend on Equity Shares. 3. To appoint a Director in place of Mr. R. Gopalakrishnan, who retires by rotation and is eligible for re-appointment. 4. To appoint a Director in place of Mr. N. H. Mirza, who retires by rotation and is eligible for re-appointment. 5. To appoint a Director in place of Mr. Thomas Mathew T., who retires by rotation and is eligible for re-appointment. 6. To appoint Auditors and fix their remuneration. 7. Appointment of Ms. Vishakha Mulye as Director To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:- “RESOLVED that Ms. Vishakha Mulye, who was appointed an Additional Director of the Company with effect from 28th February, 2013 by the Board of Directors and who holds office upto the date of the forthcoming Annual General Meeting of the Company under Section 260 of the Companies Act, 1956 (the Act) but who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 257 of the Act from a Member proposing her candidature for the office of Director, be and is hereby appointed a Director of the Company.” 8. Re-appointment of Mr. S. Padmanabhan as Executive Director To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:- “RESOLVED that pursuant to the provisions of Sections 198, 269, 309, 311 and other applicable provisions, if any, of the Companies Act, 1956 (the Act) (including any statutory modification or re-enactment thereof for the time being in force), read with Schedule XIII to the Act, the Company hereby approves of the re-appointment and terms of remuneration of Mr. S. Padmanabhan as the Executive Director of the Company for the period from 6th February, 2013 to 5th February, 2018, upon the terms and conditions set out in the Explanatory Statement annexed to the Notice convening this meeting, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year, with liberty to the Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Directors and Mr. Padmanabhan. RESOLVED FURTHER that the Board be and is hereby authorized to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.” 9. Commission to Non-Executive Directors To consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution:- “RESOLVED that pursuant to the provisions of Section 309 and other applicable provisions, if any, of the Companies Act, 1956 (the Act) (including any statutory modification or re-enactment thereof for the time being in force), a sum not exceeding 1% per annum of the net profits of the Company calculated in accordance with the provisions of Section 198, 349 and 350 of the Act, be paid to and distributed amongst the Directors of the Company or some or any of them [other than the Managing Director and the Executive Director(s)] in such amounts or proportions and in such manner and in all respects as may be directed by the Board of Directors and such payments shall be made in respect of the profits of the Company for each year of the period of five years commencing 1st April, 2013.” 10. Appointment of Branch Auditors To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:- “RESOLVED that pursuant to the provisions of Section 228 and other applicable provisions, if any, of the Companies Act, 1956 (the Act) (including any statutory modification or re-enactment thereof for the time being in force), the Board of Directors be and si hereby authorised to appoint the Company’s Auditors and / or in consultation with the Company’s Auditors any person or persons qualified for appointment as Auditor or Auditors of the Company under Section 226 of the Act so far as Branch Offices in India are concerned, whether existing or which may be opened / acquired hereafter, or an accountant or accountants duly qualified to act as Auditor or Auditors of the Branch Offices of the Company situated in countries outside India, whether existing or which may be opened / acquired hereafter, in accordance with the laws of the country in which the Branch Offices of the Company are situated, to audit the accounts for the financial year 2013-14 of the Company’s Branch Offices in India and abroad respectivelyd an to fix their remuneration (which in the case of the Company’s Auditors shall be in addition to their remuneration as the Company’s Auditors) and the terms and conditions on which they shall carry out the audits.” Notice | 11 The Tata Power Company Limited NOTES: (a) The relative Explanatory Statement pursuant to Section 173 of the Companies Act, 1956 (the Act), in regard to the business as set out in Item Nos. 7 to 10 above and the relevant