Report on On Corporate Corporate Governance Governance
“The Tata philosophy of management has always been, and is today more than ever, that corporate enterprises must be managed not merely in the interests of their owners, but equally in those of their employees, of the consumers of their products, of the local community and finally the country as a whole.” - Jamsetji N. Tata Company’s Philosophy on Corporate This philosophy is reflected and practised through the Tata Code of Conduct (TCoC), the Tata Business Excellence Model Governance and the Tata Code of Conduct for Prevention of Insider Trading The essence of Corporate Governance is about maintaining and Code of Corporate Disclosure Practices. Further, these the right balance between economic, social, individual and codes allow the Board to make decisions that are independent community goals. At Tata Power, good corporate governance of the management. The Company is committed to focus its is a way of life and the way we do our business, encompassing energies and resources in creating and positively leveraging every day’s activities and is enshrined as a part of our way of shareholders’ wealth and, at the same time, safeguarding the working. The Company is focused on enhancement of long- interests of all stakeholders. This is our path to sustainable and term value creation for all stakeholders without compromising profitable existence and growth. on integrity, societal obligations, environment and regulatory compliances. Our actions are governed by our values and The Company has adopted Governance Guidelines to help principles, which are reinforced at all levels of the organisation. fulfil its corporate responsibility towards its stakeholders. These principles have been and will continue to be our guiding The Governance Guidelines cover aspects related to composition force in future. and role of the Board, Chairman and Directors, Board diversity, director’s term, retirement age and committees of the Board. For your Company, good corporate governance is a synonym It also covers aspects relating to nomination, appointment, for sound management, transparency and adequate disclosure, induction of directors, director’s remuneration, subsidiary encompassing good corporate practices, procedures, oversight, Board effectiveness review. standards and implicit rules which propel a company to take sound decisions. As a Company with a strong sense of values The Company is in compliance with the requirements stipulated and commitment, Tata Power believes that profitability must under Regulation 17 to 27 read with Schedule V and clauses (b) go hand in hand with a sense of responsibility towards all to (i) of sub-regulation (2) of Regulation 46 of the Securities and stakeholders. This is an integral part of Tata Power’s business Exchange Board of India (Listing Obligations and Disclosure philosophy. The cardinal principles such as independence, Requirements) Regulations, 2015 (Listing Regulations), as accountability, responsibility, transparency, trusteeship and amended from time to time, including relaxations granted by disclosure serve as means for implementing the philosophy of the Ministry of Corporate Affairs (MCA) and the Securities and Corporate Governance. Exchange Board of India (SEBI) from time to time on account of the COVID-19 pandemic, with regard to corporate governance. The various material aspects of corporate governance and the Company’s approach to them are discussed in the table below: Table 1 Material Aspect Company’s Approach Avoidance Chairmanship of the Board is a non-executive position and separate from that of the Chief Executive Officer and Managing of conflict of Director (CEO & Managing Director). The Code of Conduct for Non-Executive Directors (NEDs), and for Independent interest Directors (IDs), carries explicit clauses covering avoidance of conflict of interest. Likewise, there are explicit clauses in the TCoC prohibiting any employee - including the Managing Director (MD) and Executive Directors (EDs) - from accepting any position of responsibility, with or without remuneration, with any other organisation without Company’s prior written approval. For MD and EDs, such approval must be obtained from the Board. Board independence The TCoC, which defines the governance philosophy at Tata Power, emphasizes fairness and transparency to all and minority stakeholders. Shareholders can communicate any grievance to the Company Secretary’s office through a well-publicized shareholders’ channel, where complaints are tracked to closure. The Stakeholders’ Relationship Committee oversees the redressal of interests these complaints. The Annual General Meeting (AGM) is another forum where they can interact with the Board. Values, Ethics and Tata Power consistently adheres to the highest principled conduct and has earned its reputation for trust and integrity in compliance the course of building a highly successful global business. The Company’s core values are SCALE viz. Safety, Care, Agility, Learning and Ethics. TCoC, which every employee signs at the time of joining the Company, serves as a moral guide and a governing framework for responsible corporate citizenship. Periodic refresher courses are conducted to ensure continued awareness of the code, and employee communications from the leadership reiterate the importance of our values and the TCoC. Customers and suppliers are made aware of the TCoC principles in contract discussions, and through inclusion of specific clauses in proposals and contracts. The Tata Power Supplier Code of Conduct is shared with suppliers as part of the procurement process and is published on the Tata Power website. Changes to legislation are closely monitored, risks are evaluated and effectively managed across our operations. Avenues have been provided for all employees and stakeholders to report concerns or non-compliance which are investigated and addressed by following due process. At the apex level, the Audit Committee oversees compliance to internal policies and external regulations.
200 The Tata Power Company Limited Integrated Annual Report 2019-20 Overview Our Emphasis on Value Our Value-creation Paradigm Statutory Reports Financial Statements
. 201 rectors.aspx Table 2 Table ve 1 ecuti 10 Ex Future ready for smart choices for ready Future t e s utiv 3 c or d ct xe 30 -E Independen - Non Non Number of Dire https://www.tatapower.com/corporate/board-of-di Company’s Approach Company’s or ors ct ct re 1 Di 10 er of Dire ominee N % to total numb Size and composition of the Boar s) e or utiv ec -Ex 5 omen Direct 50 2W Succession planning is an integral part of the operations of the Company. Successionplanning ofsenior management is reviewed bythe Board. Business and UnitHeads are invited to present on specific topics at Board meetings from time to time, offering an opportunity for the Directors to assess their values, competencies capabilities. and Independent, Non (including F A A T N N A T
participate meetings. in Formal letters of appointment been have issued the to IDs. The Chairman of the a NED is Company and not related the to CEO Managing& Director. Theprofile theof Directors can be accessed on websiteour at servedlisted an as ID companies.in more than (seven) 7 None of the IDs serving whole-timea as director/managing director listedin any entity servesan listed as IDof moreentities. than 3 (three) Noneof the Directors held directorship in more than (twenty)20 public Indian companies, limited companies. (ten) with not more than 10 public limited companies in which a Director. is he/she and 29th January 8th 2020. November 2019 August 2019, 1st The said Meetings were held on 2019, May 2nd (four) (i.e. 40%) (i.e. are Non-Independent,(four) Non-Executive (including Executive. is a Nominee Director) 10%) (i.e. and 1 (one) The size and composition of the March Board is 2020 as as on under: 31st embraces the benefits of having a diverse Board and sees increasing diversityat Board levelas an essential element in maintaining a competitive advantage. A truly diverse Board will include and good make use of differences thein skills, regional and industry experience, background, gender and other distinctions between directors. These differences will be considered in determining the optimum composition of the Board and when possible, will be balanced appropriately.
Material AspectMaterial Succession planning Succession v. udio Visual conferencing facilities are used facilitate to directors travelling or present other at locations, to iv. our Board meetings were held during the year under review and the gap between two meetings days. did not exceed 120 iii. hecomposition of the Board incompliance is with the requirements of the ActListing andRegulations. Regulation 17 one of the Directors amember is of more than ten committees or chairperson of morecommittees than five across theall IDsll been of the have Company appointed Act) (the and per as Listing the provisions Regulations. of the Companies Act, 2013 are Independent, Directors.50%) (i.e. (ten) 5(five) Non-Executive, Out the has Company 10 of 10, March 2020, 4 s on 31st one of the Directors held Directorship listed in more companies. than 7(seven) none Further, of the IDs of the Company
ii. Board of Directors of Board i. he Board the is focal point and custodian of corporate The governance for recognizes Company the Company. and Report on Corporate Governance
vi. There are no inter-se relationships between the Board members. The Company has not issued any convertible instruments. vii. The details of each member of the Board during the year ended as on 31st March 2020 and their attendance at Board Meetings and the last AGM are provided hereunder: Table 3 Sl. Name of the Category of Number of Whether No. of other No. of No. of Directorship in other No. Director Directorship Board attended Directorships* Committee shares listed entities Meetings last AGM positions held** held in the (category of directorship) attended held on Chair- Member Chair- Member Company during 18th June person person FY20 2019 1. Mr. N. Chandrasekaran, Non-Independent, 4 Yes 5 0 0 0 2,00,000 Tata Consultancy Services Limited Chairman Non-Executive (Non-Independent, DIN: 00121863 Non-Executive) Tata Steel Limited (Non-Independent, Non-Executive) Tata Motors Limited (Non-Independent, Non-Executive) The Indian Hotels Company Limited (Non-Independent, Non-Executive) Tata Consumer Products Limited (Formerly known as ‘Tata Global Beverages Limited’) (Non-Independent, Non-Executive) 2. Mr. Nawshir H. Mirza# Independent, 2 Yes NA NA NA NA NA NA DIN: 00044816 Non-Executive 3. Mr. Deepak M. Independent, 2 Yes NA NA NA NA NA NA Satwalekar$ Non-Executive DIN: 00009627 4. Ms. Anjali Bansal Independent, 4 Yes 0 7 0 4 Nil Apollo Tyres Limited DIN: 00207746 Non-Executive (Independent, Non-Executive) Voltas Limited (Independent, Non-Executive) Bata India Limited (Independent, Non-Executive) Siemens Limited (Independent, Non-Executive) Tata Power Renewable Energy Limited (Debt listed) (Independent, Non-Executive) 5. Ms. Vibha Padalkar Independent, 4 Yes 0 3 1 2 Nil HDFC Life Insurance Company DIN: 01682810 Non-Executive Limited (CEO & Managing Director) 6. Mr. Sanjay V. Independent, 4 Yes 0 6 5 4 16,262 HDFC Asset Management Bhandarkar Non-Executive (As a joint Company Limited DIN: 01260274 holder) (Independent, Non-Executive) S Chand and Company Limited (Independent, Non-Executive) Walwhan Renewable Energy Limited (Debt listed) (Independent, Non-Executive) Tata Power Renewable Energy Limited (Debt listed) (Independent, Non-Executive)
202 The Tata Power Company Limited Integrated Annual Report 2019-20 Overview Our Emphasis on Value Our Value-creation Paradigm Statutory Reports Financial Statements 203
Tata Steel Limited Steel Tata (Non-Independent, Non-Executive) AIG General Insurance Tata Limited Company (Debt listed) Voltas Limited Voltas (Nominee Director) Limited Toubro Larsen & (Nominee Director) Limited ITC (Nominee Director) NA Cipla Limited Cipla (Independent, Non-Executive) K. Limited J. Cement (Independent, Non-Executive) Limited Power Gujarat Coastal (Debt listed) (Independent, Non-Executive) Limited Maithon Power (Debt listed) (Independent, Non-Executive) Nil Tata Power Renewable Energy Power Tata Limited (Debt listed) (Non-Independent, Non-Executive) Coastal Gujarat Power Limited Power Gujarat Coastal (Debt listed) (Independent, Non-Executive) Directorship in other other Directorship in entities listed directorship) of (category (Non-Independent, Non-Executive) Future ready for smart choices for ready Future Nil Nil Nil Nil Nil Nil NA No. of shares Company held in the ** 2 1 2 0 0 3 NA Member
No. of 0 0 4 1 0 0 Committee Committee NA Chair- person positions held positions * orimpact their ability discharge to their duties. Based on the declarations received from the IDs, the Board of Directors has confirmed that they meet the criteria of 16(1)(b) Regulation under mentioned as independence of the Listing Regulations and that they are independent of the management. declaration Further, on compliance of the Companieswith (Appointment Rule 6(3) and Qualificationsas amendedby of Directors) Rules,2014 MCA Notification regarding the dated 22nd October2019 2 3 6 1 0 4 NA Member
4 0 0 4 4 0 No. of other NA Directorships Chair- person
No No NA Yes Yes Yes Yes 2019 held on held Whether last AGM attended attended 18th June 4 3 3 3 4 4 NA FY20 Board Board during attended Meetings Number of Number Executive Executive Independent, Independent, Non-Executive Non-Executive Non-Executive Non-Executive Non-Executive Non-Independent Non-Independent Non-Independent Category of Directorship
, CEO &
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ecessary regarding disclosures committee positions in N I A M M E P C C other public companies as on 31st March 2020 have been have March 2020 other public companies on as 31st made the by Directors. Listing Regulations of the Act read with Section 149(6) along with rules framed thereunder. In terms of Regulation of the Listing Regulations,25(8) confirmed they have that they are not circumstance aware of any or situation which exists be or may reasonably anticipated that could impair 18th June18th 2019. the Company) as per of the Regulation Listing Regulations. 26(1)(b) Mr. Saurabh Agrawal Saurabh Mr. DIN: 02144558 Mr. Hemant Bhargava Hemant Mr. (Nominee of Life Corporation Insurance of India (LIC) as an equity investor) DIN: 01922717 Mr. Praveer Sinha Praveer Mr. Mr. Ashok S. Sethi^, Ashok Mr. & Executive COO Director DIN: 01741911 Mr. Ashok Sinha Ashok Mr. Mr. Banmali Agrawala Mr. DIN: 00120029 & Managing Director& Managing DIN: 01785164 Mr. K. M. Chandrasekhar Mr. DIN: 06466854 Name of the Director DIN: 00070477
10. 9. 12. 13. 8. 11. 7. Sl. No. ix. of the Ds are NEDs defined as under16(1)(b) Regulation ^ viii. Ashokr. S. Sethi superannuated as &Executive COO Director of the Company effective 30th April 2019. # $ @ onsequent upon the completion of his term Mirza as an Mr. ID, ceased to be aDirector effective12thAugust 2019. onsequent upon the completion of his term Satwalekar as an Mr. ID, & ceased to be aDirector effective12thAugust 2019. ppointed as an Additional and Independent Director effective His appointment2nd 2019. May was approved by the Members at theAGM held on Praveerr. Sinha, CEO &Managing Director is not an ID of any other listed company. * ** xcludes directorship in the Company, private companies, foreign companies and companies under Section 8of the Act. ertainsmemberships/chairpersonships Committee to Audit the Stakeholders' of and Relationship Committee public Indian companies (excluding of Report on Corporate Governance
requirement relating to the enrolment in the Data Bank disclosure. The Board periodically evaluates the need for created by MCA for IDs, has been received from all the IDs. change in its composition and size. x. Skills/expertise/competencies of the Board of Directors The Company requires skills/expertise/competencies The Board is satisfied that the current composition reflects in the areas of strategy, finance, leadership, technology, a mix of knowledge, skills, experience, diversity and governance, mergers and acquisitions, human resources, independence. The Board provides leadership, strategic etc. to efficiently carry on its core businesses such as guidance, objective and an independent view to the generation, distribution and transmission of thermal/ Company’s management while discharging its fiduciary renewables/hydro power, power trading, solar photovoltaic responsibilities, thereby ensuring that the management (PV) manufacturing and associated engineering, adheres to high standards of ethics, transparency and procurement and construction (EPC) services, coal mines and logistics.
The Board has identified the following skills/expertise/competencies fundamental for the effective functioning of the Company which are currently available with the Board: Table 4 Name of the Director Area of skills/expertise/competence Strategy Finance Leadership Technical HR Governance M&A Government/ Regulatory Mr. N. Chandrasekaran √ √ √ √ √ √ √ √ Ms. Anjali Bansal √ √ √ - √ √ - - Ms. Vibha Padalkar √ √ √ - √ √ √ - Mr. Sanjay V. Bhandarkar √ √ √ - - √ √ - Mr. K. M. Chandrasekhar √ √ √ - √ √ - √ Mr. Ashok Sinha √ √ √ √ √ √ √ √ Mr. Hemant Bhargava √ √ √ - √ √ √ √ Mr. Saurabh Agrawal √ √ √ - - √ √ √ Mr. Banmali Agrawala √ - √ √ √ √ - √ Mr. Praveer Sinha √ - √ √ √ √ √ √ xi. Changes in Board composition Changes in board composition during FY20 are tabled hereunder: Table 5 Sl. Name of the Director Nature of change Date of change No. 1. Mr. Ashok S. Sethi Superannuated as COO & Executive Director of the Company 30th April 2019 2. Mr. Ashok Sinha Appointed as an Additional and Independent Director. His appointment was approved by the 2nd May 2019 Members at the AGM held on 18th June 2019 3. Mr. Nawshir H. Mirza Consequent upon the completion of his term as an ID, Mr. Mirza ceased to be a Director. 12th August 2019 4. Mr. Deepak M. Satwalekar Consequent upon the completion of his term as an ID, Mr. Satwalekar ceased to be a Director. 12th August 2019 None of the IDs have resigned before the expiry of their respective tenures during FY20. xii. Term of Board membership xiii. Selection and appointment of new directors The Nomination and Remuneration Committee (NRC) The Board is responsible for the appointment of new determines the appropriate characteristics, skills and directors. The Board has delegated the screening experience required for the Board as a whole and for and selection process for new directors to the NRC. individual members. Board members are expected to Considering the existing composition of the Board possess the required qualifications, integrity, expertise and and requirement of new domain expertise, if any, the experience for the position. They also possess expertise NRC reviews potential candidates. The assessment of and insights in sectors/areas relevant to the Company and members to the Board is based on a combination of have ability to contribute to the Company’s growth. As per criteria that include ethics, personal and professional the existing Guidelines, the retirement age for MD/ EDs is stature, domain expertise, gender diversity and 65 years, NEDs is 70 years and IDs is 75 years. specific qualification required for the position. The potential Board member is also assessed on the basis
204 The Tata Power Company Limited Integrated Annual Report 2019-20 Overview Our Emphasis on Value Our Value-creation Paradigm Statutory Reports Financial Statements - - - * 205 FY20 40,00,000 24,00,000 19,00,000 51,00,000 58,00,000 55,00,000 51,00,000 40,00,000 Commission for for Commission Table 6 Amount in ₹) Table (Gross 2,40,000 1,80,000 2,40,000 1,50,000 1,20,000 3,90,000 4,80,000 4,50,000 3,00,000 2,70,000 2,40,000 during FY20 during
Sitting Fees paid paid Fees Sitting
$ # Future ready for smart choices for ready Future @ # ^ & ^ Mr. N. Chandrasekaran N. Mr. Name of Name Directorthe Chairman H. Mirza Nawshir Mr. Mr. Saurabh Agrawal Agrawal Saurabh Mr. Mr. Deepak M. Mr. Satwalekar Bansal Anjali Ms. Vibha Ms. Padalkar Bhandarkar V. Sanjay Mr. K. M. Chandrasekhar Mr. Sinha Ashok Mr. Bhargava Hemant Mr. Banmali Agrawala Mr. M D I down in ScheduleIV the to Act, be may as applicable. The hasCompany also adopted a Code of Conduct for all its employees including EDs. All Board members and senior management personnel affirmed have compliance with their respective Code of Conduct. TheManaging & CEO Director has also confirmed and declared the same. The declaration reproduced is the at end of this Report and marked Annexure as I. R (CFO) of the the is Company ‘Compliance Officer’(CFO) in terms of this Code. underyear review: 1. Trading & Code of Corporate Disclosure Practices Disclosure Corporate of Code & Trading Regulations,India (Prohibition 2015, of Insider Trading) amendedas from time time, to the Board ofDirectors of Code the has of Company adopted Conduct the Tata Corporate of Code and Trading Insider of Prevention for Disclosure All the Promoters, Practices Code). (the Directors, Employees of the and Company its material subsidiaries, who Designated are Persons and their Immediate Relatives and other Connected Persons such as auditors, consultants, bankers, etc. who access could have theto unpublished price sensitive information of the are governed underCompany, this Code. Sl. No. 2. 10. 3. 4. 5. 6. 7. 8. 9. 11. T Insider of Prevention for Conduct of Code ata Directors to emuneration commission from the Company. from the commission term of appointment as IDs effective12thAugust 2019. was approved by the Board May on to be 2020, 19th paid during FY21. Ceasedto be Directors ofthe Companyon account ofcompletion of their As per the policy, N. Mr. Chandrasekaran has abstained from receiving Commission relates to the financial year Marchended 31st 2020, which * $ ^ Ramesh N. Subramanyam,r. Chief Financial Officer xx. etails of remuneration NEDs to during and for the xix. accordancen with the Securities and Exchange Board of
https://www.
containingthe term of . https://www.tatapower.com/ inter alia inter . directors.pdf independence criteria of the defined in 149(6) Section ppointment.pdf T D A D D T D L tatapower.com/pdf/investor-relations/familiarisation- programme-for- NEDs including IDs which provides for details laid as are available on website the at Company’s Directors Independent including Directors opportunity familiarize to themselves with the Company, itsmanagement, its operations and above all, the Industry perspective and issues. They are made interact to with provided proactively and personnel management senior with relevant news, views and updates on the Company and sector. All the information/documents sought by them are also shared with them for enabling a good and operations various its Company, the of understanding the industry of which it a part. is Schedule II of the Listing Regulations, has been placed consideration. its for Board the before the said At meeting,IDs March was 2020. held the on 18th IDs reviewed the performance of the NEDs, of the Board a wholeas and the Chairman, after considering the view of the and ED the NEDs. They also assessed the quality, quantity and timeliness of flow of information between management and the Board.the Company’s appointment, role, duties and responsibilities, time conduct, of code insurance, remuneration, commitment, evaluation performance development, and training process,disclosure, confidentiality, etc. Theterms and conditions of appointment of IDs are available on the website at Company’s pdf/investor-relations/Terms-&-conditions-of-IDs- a appointment letter of Regulation and framed thereunder rules with read Act ofthe ListingRegulations. If the Board approves, 16(1)(b) theperson appointed is an as Additional Director whose appointment subject is the to approval of the Members at generalthe Company’s meeting. C Directors I M Conduct of ode programmes etails familiarisation for of eeting Independent of Directors etter of appointment issued to Independent the Board to provided nformation xviii. he has Company adopted the Code of Conduct for etails of the familiarisation program on cumulative basis xvii. Boardll members of the are Company accorded every uring the year under aseparate review, meeting of the xvi. xv. uring FY20, information mentioned as in Part Aof he IDs on the Board of the are Company given aformal xiv. Report on Corporate Governance
& Appointed as an Additional and Independent Director effective 2nd May payment for the financial year ended 31st March 2020 was 2019. His appointment was approved by the Members at the AGM held distributed based on the Company’s performance and keeping on 18th June 2019. the attendance of Directors at Board and Committee meetings @ Sitting fees for attending meetings are paid to Mr. Bhargava and the Commission is paid to LIC. and their contribution at these meetings. # In line with the internal guidelines, no payment is made towards Commission to Mr. Saurabh Agrawal and Mr. Banmali Agrawala, NEDs of the None of the NEDs had any pecuniary relationship or transactions Company, who are in full-time employment with another Tata company. with the Company other than the Directors’ sitting fees and commission, as applicable, received by them. The Company The NEDs are paid remuneration by way of Commission and reimburses the out-of-pocket expenses, if any, incurred by the Sitting Fees. The distribution of Commission amongst the Directors for attending meetings. NEDs is placed before the NRC and the Board. The Commission
Details of remuneration and perquisites paid to the CEO & Managing Director and COO & Executive Director during FY20: (Gross Amount in ₹) Table 7 Sl. Name of Salary & allowances Commission for Perquisites & Retirement Total No. the Director FY20@ Benefits Benefits 1. Mr. Praveer Sinha CEO & Managing Director 2,11,71,818 2,75,00,000 20,34,499 26,24,400 5,33,30,717 2. Mr. Ashok S. Sethi# COO & Executive Director 16,82,600 - 1,31,073 3,36,00,667 3,54,14,340 Total 2,28,54,418 2,75,00,000 21,65,572 3,62,25,067 8,87,45,057 @ Commission (variable component) relates to the financial year ended 31st March 2020, which was approved by the Board on 19th May 2020, to be paid during FY21. # Mr. Sethi superannuated as COO & Executive Director of the Company effective 30th April 2019.
Salient features of the agreement executed by the Company with CEO & Managing Director: Table 8 Terms of Agreement Mr. Praveer Sinha, CEO & Managing Director Period of appointment 01.05.2018 to 30.04.2023 Remuneration Basic salary upto a maximum of ₹ 15,00,000 p.m. Commission Within the limits stipulated under the Act. Incentive Remuneration Not exceeding 200% of basic salary. Benefits, perquisites and allowances (excluding Company's As may be determined by the Board from time to time. contribution to Provident Fund, Superannuation, Gratuity, Leave Encashment) Notice period The Agreement may be terminated by either party giving to the other party six months' notice or the Company paying six months' remuneration in lieu thereof. Severance fees There is no separate provision for payment of severance fees. Stock Option Nil
Board Committees The Board has seven committees as on 31st March 2020, The Committees constituted by the Board focus on specific comprising five statutory committees and two non-statutory areas and take informed decisions within the framework committees that have been formed considering the needs designed by the Board and make specific recommendations of the Company. Details of the statutory and non-statutory to the Board on matters in their areas or purview. All decisions committees are as follows: and recommendations of the Committees are placed before the Board for information or for approval, if required. ❖ Statutory Committees To enable better and more focused attention on the affairs of The Board has the following statutory Committees as on the Company, the Board has delegated particular matters to the 31st March 2020: Committees of the Board set up for the purpose. • Audit Committee of Directors (AC) • Nomination and Remuneration Committee (NRC)
206 The Tata Power Company Limited Integrated Annual Report 2019-20 Overview Our Emphasis on Value Our Value-creation Paradigm Statutory Reports Financial Statements 207 Future ready for smart choices for ready Future its composition, role, responsibilities, powers inter alia inter Bring the to notice of the Board lacunae any in the TCoC and the vigil mechanism (whistle blowing adopted process) theby Company. Reviewing with and the of CEO the the CFO Company theunderlying process followed them by intheir annual certificationto the Board of Directors. Approving the appointment of the CFO. Approval/modification of the transactions with with transactions the of Approval/modification related parties. Enquiry reasons into for default any the by in Company honouring its obligations its to creditors and members. Oversee the quality of internal accounting controls and other controls. Oversee the system for storage (including back-up). Oversee the quality of the financial reporting process, including the selection of the most appropriate of permitted accounting policies. auditor. the of independence the Ensure Recommend the to Board the appointment and remuneration of the auditors (including cost auditors). ofFraming rules for the hiring current of any or former employee of the audit firm. investments. and loans inter-corporate Scrutinize Monitor the end use of funds raised through public offers. Conducting the valuation undertaking of any or asset of the Company. Oversee the internal audit function and approve the appointment of the Chief Internal Auditor. Oversee the processes that ensure the integrity of statements. financial Overseethe adequacy and effectiveness theof processes and regulations. with for laws compliance and controls Oversee the adequacy and effectiveness of the processby information or complaints anonymous or confidential which regardingcommercial matters financial or received are and acted upon. This includes the protection of whistle- blowersfrom victimization and the provision by of access whistle-blowers the to Chairman of the Committee.
compliance issues andconduct to detailed reviews of the processes The and internal permissiblecontrols in the Company. non-audit related services undertaken the by Statutory Auditors pre-approved also are the Committee. by TheBoard has approved the Charter of the Audit Committee defining • • • • • • • • • • • • • • • • • • and processes. The terms of the Charter broadly include:
Table 9 Table 4 5 5 3 2 3 3 attended No. of Meetings
5 5 5 3 2 3 3 tenure held during held No. of Meetings * @ * *
C August 2019. Mr. Ashok Mr. SinhaAugust was designated 2019. as the Chairman effective 13thAugust 2019. Chairman and member of the Committee effective12thAugust 2019. A Mr. K. M.Mr. Chandrasekhar Mr. Ashok Chairman Sinha, Mr. Ms. Vibha Padalkar Bhandarkar V. Sanjay Mr. Saurabh Agrawal Mr. Ms. Anjali Bansal Corporate Social Responsibility Committee (CSR) Stakeholders Relationship Committee (SRC) Risk Management Committee (RMC) Ms. Anjali Bansal Anjali Ms. Mr. Saurabh Agrawal Saurabh Mr. Mr. Sanjay V. Bhandarkar V. Sanjay Mr. Mr. Nawshir H. Mirza Nawshir Mr. Vibha Ms. Padalkar K. M. Chandrasekhar Mr. Name of Name Directorthe Mr. Ashok Sinha Ashok Mr.
onsequent upon completion of his term as an he ID, ceased to be the
ppointed as the Members of the Committee effective13th • • 7th November 2019, 3rd December 2019 and 27th January and 27th 2020, December 3rd 2019 November7th 2019, with the requisite quorum. Theattendance details of meetings of Committeethis are follows:as All members are financially literate and bring in expertise in the fields accounting,of finance, development, strategy and management. The Committee met 5 times during the year under review. July 2019, 31st These meetings 2019, May were held on 1st The assists CFO the Committee in discharge of its responsibilities. The Committee such invites employeesor advisors it as considers appropriate attend. to the head The of internal CFO, audit and statutory auditors are generally invited attend to meetingsunless the Committee considers otherwise. Quarterly Reports are sent the to members of the Committee on matters relating Code. the The to Insider Secretary Company Trading acts the as Secretary of the Committee. The Internal Auditors and Statutory Auditorsof the Company discusstheir audit findings and updates withCommittee the and submit their views directly the to Committee. Separate discussions are held withthe Internal Auditors focus to on * @ • • • • • Audit Committee of Directors Committee of Audit The Committee March 2020: comprises the following on as 31st • • Report on Corporate Governance
All the recommendations made by the AC during the year under Mr. Deepak Satwalekar, then Chairman of the NRC, was present review were accepted by the Board. at the last AGM held on 18th June 2019.
Mr. Nawshir H. Mirza, then Chairman of the AC, was present at Corporate Social Responsibility Committee the last AGM held on 18th June 2019. The Committee comprises the following as on 31st March 2020: Nomination and Remuneration Committee • Ms. Anjali Bansal, Chairperson The Committee comprises the following as on 31st March 2020: • Mr. K. M. Chandrasekhar • Mr. Sanjay V. Bhandarkar, Chairman • Mr. Praveer Sinha • Mr. N. Chandrasekaran The Committee met twice during the year under review. • Ms. Vibha Padalkar These meetings were held on 23rd July 2019 and 7th November 2019 with the requisite quorum. The Committee met 4 times during the year under review. These meetings were held on 2nd May 2019, 3rd October 2019, The attendance details of meetings of this Committee are 8th November 2019 and 18th March 2020 with the as follows: requisite quorum. Table 11 The attendance details of meetings of this Committee are Name of No. of Meetings No. of Meetings as follows: the Director held during attended tenure Table 10 Ms. Anjali Bansal 2 2 * Name of No. of Meetings No. of Meetings Mr. Deepak M. Satwalekar 1 1 the Director held during attended Mr. K. M. Chandrasekhar ** 1 1 tenure Mr. Praveer Sinha 2 2 * Mr. Sanjay V. Bhandarkar 3 3 * @ Consequent upon completion of his term as an ID, he ceased to be a Mr. Deepak M. Satwalekar 1 1 member of the Committee effective 12th August 2019. Mr. N. Chandrasekaran 4 4 Ms. Vibha Padalkar* 3 3 ** Appointed as a member of the Committee effective 13th August 2019. Ms. Anjali Bansal$ 1 1 The Company has adopted a CSR policy which indicates the * Appointed as Members of the Committee effective 13th August 2019. Mr. Sanjay V. Bhandarkar was designated as the Chairman effective activities to be undertaken by the Company as specified in 13th August 2019. Schedule VII to the Act. The policy, including overview of @ Consequent upon completion of his term as an ID, he ceased to be the projects or programs proposed to be undertaken, is provided Chairman and member of the Committee effective 12th August 2019. on the Company’s website at https://www.tatapower.com/pdf/ $ Consequent upon re-constitution of the Committee effective 13th aboutus/csr-policy-14.pdf. August 2019, she ceased to be a member of the Committee. Brief Terms of Reference/Roles and Responsibilities: In terms of the provisions of Section 178(3) of the Act and • Formulate and recommend to the Board, a CSR Policy Regulation 19(4) read with Part D of Schedule II to the Listing indicating the activities to be undertaken by the Company Regulations, the Committee is responsible for inter alia formulating the criteria for determining qualification, positive as specified in Schedule VII of the Act. attributes and independence of a Director. The Committee is • Recommend the amount of expenditure to be incurred on also responsible for recommending to the Board a policy relating the activities mentioned in the CSR Policy. to the remuneration of the Directors, Key Managerial Personnel • Monitor the CSR Policy. and other employees. The Board has adopted the Policy on Board Diversity & Director Attributes and Remuneration Policy Ms. Anjali Bansal, Chairperson of the CSR Committee, was for Directors, Key Managerial Personnel and other employees present at the last AGM held on 18th June 2019. of the Company, which are attached as Annexures II and III respectively to the Board’s Report. The Company does not have Stakeholders Relationship Committee any Employee Stock Option Scheme. The Committee comprises the following as on 31st March 2020: • Mr. Banmali Agrawala, Chairman The Board has also approved the Charter of the NRC defining its composition, powers, responsibilities, reporting, evaluation, • Mr. Hemant Bhargava etc. The terms of the Charter broadly include Board composition • Ms. Anjali Bansal and succession planning, evaluation, remuneration, board The Committee met twice during the year under review. These development and review of HR Strategy, Philosophy and meetings were held on 17th January 2020 and 11th March 2020 Practices. with the requisite quorum.
208 The Tata Power Company Limited Integrated Annual Report 2019-20 Overview Our Emphasis on Value Our Value-creation Paradigm Statutory Reports Financial Statements 209 0 0 0 0 0 1 1 Table 13 Table Pending 0 0 0 1 2 16 19 Total Replied 0 0 0 1 2 17 20 Received Future ready for smart choices for ready Future Description Total Consumer Forum Consumer Dividends of dividend/ Non-receipt (pending warrants interest the time of at reconciliation of letters) receipt Ministry of Corporate Affairs Depositories (NSDL/CDSL) Letters received from received Letters BodiesStatutory Securities & Exchange of IndiaBoard Stock Exchanges Stock Carry out other any function referred is as the by Board from time time to or enforced statutory any by notification/ amendment or modification as may be applicable. System the (System), Action Report Taken has been (ATR) uploaded on the System and the same is pending for March closure 2020. as on 31st For the 1 unresolved complaint received through the SEBI SCORES There were no pending transfers/demats March 2020. as on 31st M M M M M A. Sl. B.
No.
Name, designation and address of the Compliance Officer: Compliance the of address and designation Name, H. M.Secretary Mistry, Company Mr. Bombay Homi House, Mody 24, Street,Mumbai 400 001 6665 8282 022 Tel: In accordance with Regulation 6 of the Listing Regulations, the Board has appointed H. M. Mr. Mistry, Secretary Company the as Compliance is He Officer. authorised to shareapprove transfers/ transmissions, in addition the to powers with the members of theCommittee. transferShare formalitiesregularly are attended andto least at once a fortnight. All complaints investor which cannot be settled the at level of the are Compliance Officer, placed before the Committee for final settlement. The status of total number of complaints received during the year under review follows: as is The Committee March 2020: comprises the following on as 31st • • s. Vibha Chairperson Padalkar, • Banmali Agrawala r. • Bhandarkar V. Sanjay r. • Hemant Bhargava r. Ashok Sinha r. • • Bhandarkar, then Chairman of the SRC, V. Sanjay was presentMr. June theat held last 2019. AGM on 18th Risk Management Committee •
Table 12 Table 2 1 2 NA NA attended No. of Meetings
2 2 2 NA NA tenure held during held No. of Meetings @ # * $ **
Suggest and drive implementation of various shareholder- various of implementation drive and Suggest friendly initiatives. Approve transmission of securities. Review movements shareholdingin and ownership structure the of Company. Recommend measures for overall improvement of the quality of services. investor Conduct a Shareholder Satisfaction Survey judge to the shareholders. amongst satisfaction of level Overseeand review of all matters related the to transfer of securities of the Company. settingEnsure of proper controls and oversight of performance of the Registrar Agent (RTA). and Share Transfer Approve issuance of duplicate share certificates of the Company. Review statutory compliances relating all security to holders. Resolve the grievances of all security holders. Oversee compliances in respect of dividend payments and transfer of unclaimed amounts the to Investor Education Fund. Protection and C C A August 2019, he ceasedAugust to be a member 2019, of the Committee. the Company effective he ceased 30th Aprilto be a 2019, member of Committee.the designated as the Chairman effective13thAugust 2019. M A Mr. Hemant Bhargava Hemant Mr. Name of Name Directorthe Mr. Banmali Agrawala Mr. Mr. Sanjay V. Bhandarkar V. Sanjay Mr. S. Sethi Ashok Mr. Ms. Anjali Bansal Anjali Ms. he Committee specifically discharges duties of servicing and ppointed as amember of the Committee effective13thAugust 2019. onsequentupon re-constitution of the Committee effective 13th onsequent upon his superannuation as &Executive COO Director of ppointed as amember of the Committee effective2nd 2019. May
Banmalir. Agrawala who was earlier amember of the Committee was • • • • • • • • The terms of the Charter broadly include: • • The Board has approved the Charter of the Committee defining its composition, powers, responsibilities, etc. • protecting the various aspects of interest of shareholders, security other holders. holders and debenture T # $ ** @ * Theattendance details of meetings of Committeethis are as follows:as Report on Corporate Governance
The Committee met thrice during the year under review. These • Oversee Company’s process and policies for determining meetings were held on 9th July 2019, 13th December 2019 and risk tolerance and review management’s measurement and 17th March 2020 with the requisite quorum. comparison of overall risk tolerance to established levels. • Review and analyse risk exposure related to specific issues, The attendance details of meetings of this Committee are concentrations and limit excesses, and provide oversight of as follows: risk across organisation. Table 14 • Review compliance with risk policies, monitor breaches / Name of No. of Meetings No. of Meetings the Director held during attended trigger trips of risk tolerance limits and direct action. tenure • Nurture a healthy and independent risk management Ms. Vibha Padalkar 3 3 function in the Company. Mr. Nawshir H. Mirza* 1 1 • Carry out any other function as is referred by the Board Mr. Sanjay V. Bhandarkar** 2 2 from time to time or enforced by any statutory notification/ Mr. K. M. Chandrasekhar@ 1 1 amendment or modification as may be applicable. ** Mr. Ashok Sinha 2 2 Ms. Vibha Padalkar, Chairperson of the RMC, was present at the Mr. Hemant Bhargava** 2 2 last AGM held on 18th June 2019. Mr. Banmali Agrawala 3 3 Mr. Ashok S. Sethi# NA NA ❖ Non-statutory Committees The Board has also constituted the following non- * Consequent upon completion of his term as an ID effective 12th August statutory Committees: 2019, he ceased to be a member of the Committee. ** Appointed as members of the Committee effective 13th August 2019. (i) Executive Committee of the Board @ Consequent upon re-constitution of the Committee effective 13th (ii) Committee of Directors August 2019, he ceased to be a member of the Committee. # Consequent upon his superannuation as COO & Executive Director of the Company effective 30th April 2019, he ceased to be a Executive Committee of the Board member of the Committee. The Committee comprises the following as on 31st March 2020: • Mr. N. Chandrasekaran, Chairman The Board has adopted Risk Management Strategy Document • Mr. Sanjay V. Bhandarkar which specifies the objective, benefits of Risk Management, Risk Management Policy, Risk Management Process, Risk • Mr. Praveer Sinha Organization Structure, Risk Culture, etc. The Board has also Notes: approved the Charter of the committee defining its composition, Consequent upon completion of his term as an ID effective 12th August powers, responsibilities, etc. 2019, Mr. Deepak M. Satwalekar ceased to be a member of the Committee. Consequent upon his superannuation as COO & Executive Director of The terms of the Charter broadly include: the Company effective 30th April 2019, Mr. Ashok S. Sethi ceased to be a member of the Committee. • Reviewing the Company’s risk governance structure, risk assessment and risk management practices and Terms of Reference The Committee covers a detailed review of the following guidelines, policies and procedures for risk assessment and matters before they are presented to the Board: risk management including the risk management plan. i) Business and strategy review. • Reviewing and approving Enterprise-wide Risk Management (ERM) framework. ii) Long-term financial projections and cash flows. • Review the alignment of the ERM framework with the iii) Capital and revenue budgets and capital expenditure strategy of the Company. programmes. iv) Acquisitions, divestments and business restructuring • Monitor the Company’s risk appetite and strategy relating proposals. to key risks, including credit risk, liquidity and funding risk, market risk, cyber security risk, forex risk, commodity v) Any other item as may be decided by the Board. risk, product risk and reputational risk, as well as the guidelines, policies and processes for monitoring and No Meeting was held during the year under review and the mitigating such risks. relevant matters from the above scope were discussed at various Board meetings held during the year with the intent to avail expertise of all the Board members.
210 The Tata Power Company Limited Integrated Annual Report 2019-20 Overview Our Emphasis on Value Our Value-creation Paradigm Statutory Reports Financial Statements
211 Table 15 Table Future ready for smart choices for ready Future Special Resolutions passed Resolutions Special P Bonds N P Bonds
• ofNon-Convertible Debentures/ placement rivate • il • ofNon-Convertible Debentures/ placement rivate Change operating in instructions involving the Company’s bank accounts. Submit Request for Qualification forproject any and authorise execution of all documents, including of Powers in connectionAttorney, with the same. Allother matters earlier delegated the by Board/ Committee thereof, a Committee to comprising & the CEO Managing Director & Executive and COO Director. Approve investments and recommendApprove investment group companies Power proposals within overall Tata to Board approved framework. ofFraming Investment Guidelines outlining prudential norms for investing in Mutual Fixed Funds, Deposits, corporates, approved with Deposits Inter-Corporate Central and Government State securities and any subsequent amendments. signatory authorised of Modification/addition/deletion list give effect to to investments within thePrudential Norms.Investment Reconstitution of the Boards of The of Trustees Tata Consolidated Power Power Provident The Fund, Tata LimitedCompany Tata Superannuation Staff Fund and GratuityPower Fund.
No Meeting was heldduring the year under review but the relevant matters in the above scopewere passedthrough circular resolutions and the same were noted various at Board meetings held during the year. • • • • • • • Venue 400 020 Lines, Mumbai Lines, Marg, 19, New Marine Marg, Sir Vithaldas Thackersey Thackersey Sir Vithaldas Birla Matushri Sabhagar, at 3 p.m. (IST) 3 p.m. at at 3 p.m. (IST) 3 p.m. at at 3 p.m. (IST) 3 p.m. at Day, DateDay, & Time Friday, 27th July 2018 Friday, Tuesday, 18th June 2019 Tuesday, Wednesday, 23rd August 2017 August 23rd Wednesday, Year ended Year 31st March 2017 31st March 31st March 2019 31st March 2018 31st March Write off Write of receivables10 crore in a financialexceeding year. ₹ Claim settlement and dispute exceeding ₹ 25 crore per instance and crore ₹ 50 in aggregate ina financial year. of delayedWaiver payment surcharge exceeding crore ₹ 50 in a financialyear. Change in authorised signatories for the existing borrowings including working capital facilities of the Company. Commitment capex to item exceeding ₹ 200 crore (within Board approved in a financial Annualyear. Business Plan) coal, fuel any into Enter and freight contracts having tenure above years. 5 Issue of corporate guarantees secure to the borrowings ofwholly owned subsidiaries / step-down subsidiaries of wholly owned subsidiaries of the Company. Borrowings of the subject Company outstanding to facilities not exceeding crore of an amount term of ₹ 12,500 loans and ₹ 8,000 crore of working capital facilities. securityCreate on the assets of the secure to Company the borrowingsof the subject Company these to being within the limit approved the by shareholders of the Company of the Act. under Section 180(1)(a) T M M M
a) he details of the last threeof AGMs the Company: General Body Meetings • • • • • • • • • • Praveer Sinha r. Reference of Terms The role of this Committee follows: as is The Committee March 2020: comprises the following on as 31st • • Chairman Bhandarkar, V. Sanjay r. Banmali Agrawala r. Committee of Directors of Committee Report on Corporate Governance
b) Extraordinary General Meeting: Voting rights are reckoned on the paid-up value of the shares No extraordinary general meeting of the Members was registered in the names of the shareholders as on the cut-off held during FY20. date. Shareholders desiring to exercise their votes by physical postal ballot forms are requested to return the forms duly c) Postal Ballot: completed and signed, to the scrutinizer on or before the (i) Details of special resolutions passed by postal ballot: closing of the voting period. Shareholders desiring to exercise During the year under review, no special resolution was their votes by electronic mode are requested to vote before passed by means of Postal Ballot. close of business hours on the last day of e-voting. The last date specified by the Company for receipt of duly completed postal (ii) Details of Voting Pattern: Not Applicable ballot forms or e-voting is deemed to be the date of passing of the resolution. (iii) Person who conducted the aforesaid postal ballot exercise: Not Applicable The scrutinizer submits his report to the Chairman of the Board of Directors or any person authorized by him, after the completion (iv) Whether any special resolution is proposed to be of scrutiny, and the consolidated results of the voting by postal conducted through postal ballot: No ballot are then announced. The results are also displayed on the (v) Procedure for Postal Ballot: Company’s website, besides being communicated to the stock exchanges, depository and RTA. In compliance with Regulation 44 of the Listing Regulations and Sections 108, 110 and other applicable provisions of the Means of Communication to the shareholders Act, read with applicable Rules, the Company provides an a) Calendar of financial year ended 31st March 2020 electronic voting facility to all its shareholders, to enable them to cast their votes electronically. The Company engages the The Company follows April-March as the financial year. The services of National Securities Depository Limited (NSDL) for meetings of Board of Directors for approval of quarterly financial the purpose of providing e-voting facility to all its shareholders. results for the financial year ended 31st March 2020 were held The shareholders have the option to vote either by physical on the following dates: ballot or e-voting. Table 16 Particulars Date The Company dispatches the postal ballot notices and forms along with self-addressed business reply envelope to its Quarter ended 30th June 2019 1st August 2019 shareholders whose names appear on the Register of Members/ Quarter/half-year ended 30th September 2019 8th November 2019 list of beneficiaries as on a cut-off date. The postal ballot notice Quarter/ nine months ended 31st December 29th January 2020 is sent to the shareholders in electronic form to the e-mail IDs 2019 registered with the Depository Participants (DPs)/RTA. Quarter/ year ended 31st March 2020 19th May 2020 b) Quarterly, Half-yearly and Annual Results Quarterly, Half-yearly and Annual Results of the Company are published in widely circulated national newspapers, as per the details given below: Table 17 Name of the Newspaper Region Language Ahmedabad, Vadodara, Mumbai, Chandigarh, New Delhi, Kolkata, Lucknow, Nagpur and Indian Express - All editions English Pune Mumbai, Pune, Ahmedabad, New Delhi, Lucknow, Chandigarh, Kolkata, Hyderabad, Financial Express English Bengaluru, Kochi and Chennai Loksatta - All editions Ahmednagar, Mumbai, Pune, Nagpur, Aurangabad and New Delhi Marathi Jam-e-Jamshed Weekly Mumbai Gujarati Vyapar + Phulchhab Vyapar (Mumbai) and Phulchhab (Rajkot) Gujarati
212 The Tata Power Company Limited Integrated Annual Report 2019-20 Overview Our Emphasis on Value Our Value-creation Paradigm Statutory Reports Financial Statements
The 213 Members also . [email protected] [email protected] https://www.tatapower.com/ . r-queries.aspx Reminders collect to unclaimed Future ready for smart choices for ready Future Thursday, 30th July 2020 at 3:00 p.m. (IST) 3:00 p.m. 30th July 2020 at Thursday, with the General Circular In accordance the MCA 2020, 5th May on issued by Video will be held through the AGM (VC) Conferencing Visual / Other Audio please details, For only. Means (OAVM) of the AGM. the Notice to refer 36(3) of under Regulation required As the Listing Regulations and Secretarial 2, particularsStandard of a Director seeking are re-appointment this AGM at of the Notice to in the Annexure given AGM. 31st March 1st April to fully Dividend of ₹ 1.55 per Equity share year financial the paid up (155%) for the by 2019-20 has been recommended their Members to for of Directors Board the Members, by If approved approval. will be made on and from payment the 2020. For August 3rd Monday, the receive unable to Members who are dividend directly bank accounts, in their the dividend shall dispatch the Company them, upon normalisation of to warrant postal services and other activities. Thursday, 16th July 2020 to Thursday, From inclusive). 30th July 2020 (both days : : : : rdarashaw.com dividend on or shares debenture redemption/interest are holders. debenture and shareholders concerned the to sent R W S have the facilityhave of raising theirqueries/complaints on sharerelated matters through anoption provided on websitethe at Company’s investor-relations/investo Education and Protection Fund Authority: Authority: Protection Fund and Education hasCompany a dedicated e-mail id for communication with Authorities. the IEPF Stakeholders are requested send to their claim documents IEPF at iepfclaim@ts A centralised web-based complaints redressal system which serves a centralised as database of all complaints received, enablesuploading Reports the by of Action Taken (ATRs) concerned company and online viewing the by investors of actions taken on the complaint and its current status. D Details of AGM Year Financial Dividend Book Closure
k) investors: to eminder General Shareholder Information (a) (b) (c) (d) j) Investor with communication for ID email edicated h) eb-based Query System: Redressal i) EBI Complaints Redressal System (SCORES):
. The XBRL https:// https://www. Official news -results.aspx . Official media releases, NSE has provided NSE online platform . The ‘Investor Relations’ section in a user-friendly downloadable form. The The form. downloadable user-friendly a in Comprehensive information about the Company, Company, the about information Comprehensive www.tatapower.com N N Website: A e is a standardized a is and structured communicating of way businessand financial data in an electronic form.XBRL provides language a containing various definitions(tags) whichuniquely represent the contents of each piece offinancial statements or other kindscompliance of and business reports. and provide BSE NSE XBRL based compliance reporting featuring identical and homogeneous compliance data structures between Stock Exchanges and MCA. XBRL filings are done on the NEAPS portal well as online the as BSE portal. NEAPS wherein the submits Company all the compliances/ disclosures the to Exchange in the SEBI prescribed format. Similar filings are made BSE withon their Portalonline viz. CorporateBSE Compliance & Listing Centre. and BSE Online Portal: Online BSE and Post results,Post an Investor Conference call held is where members of the financialcommunity are invitedto participate in the Q&A session with the Company’s management. The highlights key are discussed and queries are resolvedinvestor/analyst in this forum. The results financial also and are annual half-yearly quarterly, uploaded on the Company's website at tatapower.com/investor-relations/quarterly Annual Reports are emailed/posted Members to and others entitled receive to them. The Annual Reports are also available on website the at Company’s www.tatapower.com/investor-relations/annual-reports- archive.aspx alsoCompany provides live webcast facility of its in AGM co-ordination with NSDL. In line with the MCA Circular 2020, May and SEBI Circular dated 12th 2020 May dated 5th the Notice along of the AGM with the Annual Report 2019- being is 20 sent only through electronic mode those to Members whose e-mail addresses are registered with the Company/Depositories. its business and operations, Releases Press and investor information can be viewed website the at Company’s at servesinform to the investors providing by and key timely information financial like results, annual reports, shareholding pattern, presentations made analysts, to etc. releases, detailed presentations made media, to analysts, institutional investors, etc. are displayed on the Company’s website at https://www.tatapower.com/investor-relations/ analyst-presentation-archive.aspx sent the Exchanges, to Stock are given directly the to press.
Reporting Business (XBRL): Language Xtensible
f) SE Electronic Application Processing System (NEAPS) e) d) ews Releases, Presentations etc.: c) nnual Reports and Annual General Meetings: g) Report on Corporate Governance
(e) E-voting Dates: The cut-off date for the purpose of Listing of GDS and GDRs: In February 1994, the Company determining the shareholders eligible for jointly with the erstwhile The Tata Hydro-Electric Power e-voting is 23rd July 2020. Supply Company Limited and The Andhra Valley Power The e-voting commences on Monday, 27th Supply Company Limited issued Global Depository Shares July 2020 at 9.00 a.m. (IST) and ends on (GDS) in the International Market which have been listed on Wednesday, 29th July 2020 at 5.00 p.m. (IST). Luxembourg Stock Exchange, 35 Boulevard Joseph II, 1840, Luxembourg and have been accepted for clearance through (f) International Securities Identification Number (ISIN): Euroclear and Cedel. They have also been designated for INE245A01021 trading in the PORTAL System of the National Association of Securities Dealers, Inc. (g) Corporate Identity Number (CIN): L28920MH1919PLC000567 In July 2009, the Company raised USD 335 million through offering of Global Depositary Receipts (GDRs). The GDRs are (h) Listing on Stock Exchanges: listed and traded in Euro MTF market of Luxembourg Stock Listing of Equity Shares: The Company’s Equity Shares are Exchange and are also available for trading on IOB (International listed on two Stock Exchanges in India viz. (a) BSE Limited Order Board) of London Stock Exchange. (Regional Stock Exchange), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 and (b) National Stock Exchange of Number of outstanding GDS as on 31st March 2020: India Limited, Exchange Plaza, Bandra Kurla Complex, Bandra • 436 (Issued in 1994 to Citibank NA) (E), Mumbai 400 051. • 2,980 (Issued in 2009 to Bank of New York, Mellon)
Listing of Debt Securities: The various series of Debentures issued by the Company are listed as under: Table 18 Sl. Series Amount outstanding as Listed on Name of the Debenture trustee with full No. on 31st March 2020 contact details (C in crore) 1. 9.15% Secured, Non-Convertible, Non-Cumulative, Redeemable, Taxable Debentures with Separately 125 NSE Centbank Financial Services Limited, Transferable Redeemable Principal Central Bank of India, MMO Bldg., Parts 3rd Floor (East Wing), 55, Mahatma Gandhi Road, Fort, Mumbai 400 001. 2. 9.15% Secured, Non-Convertible, Tel : 022 2261 6217 Non-Cumulative, Redeemable, Fax : 022 2261 6208 Taxable Debentures with Separately 106 NSE E-mail : [email protected] Transferable Redeemable Principal Parts 3. 9.40% Redeemable, Transferable, 210 NSE Secured, Non-Convertible Debentures 4. 10.75% Unsecured Debentures 1,500 NSE
5. 11.40% Perpetual Bonds 1,500 BSE & NSE 6. 7.99% Unsecured, Redeemable, Non- IDBI Trusteeship Services Limited, 1,500 BSE Convertible Debentures Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai 400 001. 7. 9% Series I Unsecured, Redeemable, Tel : 022 4080 7000 Taxable, Listed, Rated, Non- 250 NSE Fax : 022 6631 1776 Convertible Debentures E-mail : [email protected] 8. 8.84% Series II Unsecured, Redeemable, Taxable, Listed, Rated, 500 NSE Non-Convertible Debentures 9. 8.84% Series III Unsecured, Redeemable, Taxable, Listed, Rated, 750 NSE Non-Convertible Debentures
214 The Tata Power Company Limited Integrated Annual Report 2019-20 Overview Our Emphasis on Value Our Value-creation Paradigm Statutory Reports Financial Statements 215 Table 22 Table Table 20 Table Table 19 Table 16,500.00 16,560.35 16,046.80 14,559.45 14,382.25 15,501.60 16,486.15 16,232.15 15,908.20 14,838.80 13,651.00 11,124.15 Nifty Energy 400 traded 500400 28,05,10,315 19,32,29,456 16,36,80,713 17,33,72,170 17,68,76,778 14,93,60,352 22,87,86,254 19,28,11,950 16,33,13,005 10,51,61,102 14,72,61,127 14,74,10,750 No. of shares Stock Code Stock TATAPOWER EQ TATAPOWER Nifty 8,597.75 11,748.15 11,922.80 11,788.85 11,118.00 11,023.25 11,474.45 11,877.45 12,056.05 12,168.45 11,962.10 11,201.75 ) D ( NSE Low 32.30 54.50 51.40 56.25 46.70 57.60 53.85 51.10 58.90 63.50 61.35 67.70
Future ready for smart choices for ready Future 67.80 68.80 69.00 60.55 56.75 62.50 59.30 57.35 56.50 58.10 46.70 32.85 at NSE Tata PowerTata closing price price closing ) D ( High 44.75 59.70 56.50 61.55 58.00 61.60 67.20 59.75 73.85 69.00 70.80 74.40 and NSE Nifty Energy in FY20: L Comparison of the Company’s Share Price with NSE Nifty NSE with Price Share Company’s the of Comparison
Months April 2019 2019 May June 2019 July 2019 2019 August September 2019 October 2019 2019 November 2019 December January 2020 2020 February 2020 March National Stock Exchange of India Limited Exchange Stock National Name of the Exchange Name of the BSE Limited form) (physical form) (demat (ii) (j) Details: isting traded 87,11,872 78,64,450 88,29,109 1,65,74,652 2,28,30,597 2,17,94,800 4,59,75,279 1,39,93,133 1,30,84,995 1,07,78,854 1,67,84,998 2,08,82,981 No. of shares Table 21 Table Sensex 1,969.54 2,010.12 2,093.86 1,966.31 1,887.96 1,934.40 1,986.56 1,924.80 1,926.25 1,899.25 1,716.78 1,377.95 BSE Power BSE ) D ( Low 51.40 56.25 46.65 32.35 54.50 57.65 53.85 51.10 58.90 63.55 61.20 67.50 39,031.55 39,714.20 39,394.64 37,481.12 37,332.79 38,667.33 40,129.05 40,793.81 41,253.74 40,723.49 38,297.29 29,468.49 BSE Sensex BSE ) D ( Monthwise High,and Low tradingvolumes of Equity theCompany’s Sharesduring the lastfinancial year High 56.50 61.50 57.95 44.65 59.60 61.50 67.25 59.90 73.90 69.00 70.65 74.02 67.75 68.85 69.00 60.55 56.75 62.50 59.30 57.40 56.50 58.05 46.65 32.85 at BSE Tata PowerTata closing price price closing Sensex and BSE Power Sensex in FY20: C The market share price in comparison to broad-based indices like BSE Sensex and Nifty are given below: Nifty and Sensex given are BSE like broad-based to indices comparison in price share market The at BSE and are BSE NSE at given below: M L
BSE with Price Share Company’s the of omparison Months May 2019 May June 2019 July 2019 2019 August September 2019 October 2019 2019 November 2019 December January 2020 2020 February 2020 March April 2019 December 2019 December January 2020 2020 February 2020 March November 2019 November October 2019 September 2019 August 2019 August July 2019 June 2019 May 2019 May April 2019 Stock Exchange Stock Month (i) (l) Thehas Company paid the requisite Annual Listing and Custodial Fees the Exchanges to Stock and Depositories viz. Central Depository Services and NSDL, Limited (India) (CDSL) respectively 2020-21. and for the financialyears 2019-20 (i) Fees: Custodial and isting During the year, theredeemed During Company the year, 9.48% Unsecured, Non-cumulative, Listed, Redeemable, Rated, Non- Taxable, Convertible Debentures. (k) arket Price Data: Report on Corporate Governance
(iii) Performance in comparison to broad-based indices: . 4 Plot No.2/42, Sant Vihar, Ansari Road, Darya Ganj, Table 23 New Delhi 110 002. Company's Share Price BSE NSE Tel : 011 2327 1805, Fax : 011 2327 1802; As at 01.04.2019 74.20 74.40 E-mail : [email protected] As at 31.03.2020 32.85 32.85 Change (%) -55.72 -55.85 (iii) Agent of TSRD Shah Consultancy Services Pvt. Ltd. Table 24 3, Sumatinath Complex, Pritam Nagar, Akhada Indices Sensex Nifty Road, Ellisbridge, Ahmedabad - 380 006 As at 01.04.2019 38,871.87 11,669.15 Telefax : 079 2657 6038 As at 31.03.2020 29,468.49 8,597.75 E-mail : [email protected] Change (%) -24.19 -26.32 For the convenience of Members, all communications/ (m) None of the Company’s securities have been documents are also accepted at the abovementioned branches/ suspended from trading. agency of TSRD between 10.00 a.m. to 3.30 p.m. (Monday to Friday except bank holidays). (n) (i) Registrars and Share Transfer Agents: TSR Darashaw Consultants Private Limited (TSRD) (Formerly known (o) Share transfer system: as TSR Darashaw Limited), 6-10, Haji Moosa Patrawala All the transfers are processed by the RTA and are Industrial Estate (Near Famous Studio), 20, Dr. E. Moses approved by the Stakeholders’ Relationship Committee. Road, Mahalaxmi, Mumbai 400 011. Tel.: 022 6656 8484, All share transfer and other communications regarding Fax : 022 6656 8494, Email: [email protected] share certificates, change of address, dividends, etc. Website: www.tsrdarashaw.com should be addressed to the RTA. (ii) Branches of TSRD . 1 503, Barton Centre, 5th floor, 84, Mahatma Gandhi Compliance of Share Transfer formalities Road, Bengaluru 560 001. As per the requirement of Regulation 40(9) of the Listing Tel : 080 2532 0321, Fax : 080 2558 0019; Regulations, the Company has obtained half-yearly certificates E-mail : [email protected] from the Company Secretary in practice for due compliance of share transfer formalities. . 2 Bungalow No.1, ‘E’ Road, Northern Town, Bistupur, Jamshedpur 831 001. The number of shares transferred/transmitted in physical form Tel : 0657 242 6616, Fax : 0657 242 6937; during the last two financial earsy are given below: E-mail: [email protected] Table 25 . 3 Tata Centre, 1st Floor, 43, Jawaharlal Nehru Road, Shares transferred/transmitted in FY20 FY19 Kolkata 700 071. physical form Number of transfers/ Tel : 033 2288 3087, Fax : 033 2288 3062; 1,046 5,601 E-mail : [email protected] transmissions Number of shares 22,40,811 69,35,646
(p) Shareholding details of the Company: i. Distribution of Shareholding by range of shareholding as on 31st March 2020: Table 26 Number of shares Number of shareholders Range of Holdings Physical Demat Total % Physical % Demat % Total % 1 - 5000 2,07,48,004 14,19,41,235 16,26,89,239 6.02 16,374 90.87 3,37,305 96.03 3,53,679 95.78 5001 - 10000 81,78,786 5,44,29,312 6,26,08,098 2.31 1,186 6.58 7,688 2.19 8,874 2.40 10001 - 20000 43,91,017 4,97,76,081 5,41,67,098 2.00 314 1.74 3,583 1.02 3,897 1.06 20001 - 30000 17,99,267 2,55,01,823 2,73,01,090 1.01 75 0.42 1,040 0.30 1,115 0.30 30001 - 40000 12,78,500 1,58,25,667 1,71,04,167 0.63 36 0.20 456 0.13 492 0.13 40001 - 50000 5,24,580 1,19,20,221 1,24,44,801 0.46 12 0.07 264 0.07 276 0.07 50001 - 100000 10,83,400 3,16,57,084 3,27,40,484 1.21 17 0.09 450 0.13 467 0.13 100001 and above 19,74,340 2,33,37,44,193 2,33,57,18,533 86.36 6 0.03 472 0.13 478 0.13 Total 3,99,77,894 2,66,47,95,616 2,70,47,73,510* 100.00 18,020 100.00 3,51,258 100.00 3,69,278 100.00 * Excluding 28,32,060 shares not allotted but held in abeyance, 44,02,700 shares cancelled pursuant to a Court Order and 4,80,40,400 shares of the Company held by the erstwhile The Andhra Valley Power Supply Co. Ltd. cancelled pursuant to the Scheme of Amalgamation sanctioned by the High Court of Judicature at Bombay.
216 The Tata Power Company Limited Integrated Annual Report 2019-20 Overview Our Emphasis on Value Our Value-creation Paradigm Statutory Reports Financial Statements 217 % 0.00 0.62 0.33 1.23 0.00 0.03 0.55 0.09 0.95 0.02 0.07 0.00 0.05 0.02 0.90 0.11 0.30 8.07 6.67 6.34 1.93 1.87 1.73 1.69 1.45 1.34 Table 27 Table Table 28 Table 37.22 12.44 13.20 13.27 18.60 35.27 66.36 100.00 % to capital to % Future ready for smart choices for ready Future 5,21,93,839 5,04,59,465 4,68,62,960 4,58,28,682 3,91,22,725 3,63,17,715 95,39,46,984 21,83,11,309 18,03,16,487 17,15,81,237 4,000 Total holdings Total 36,862 81,950 1,79,49,41,403 1 each 1 D of Shares Equity 8,23,333 4,51,848 4,22,300 90,20,989 25,28,314 19,75,582 12,21,000 28,96,492 80,38,303 1,68,62,117 3,32,00,613 1,48,32,479 2,56,09,803 2,44,45,856 33,65,79,095 35,70,45,674 35,88,42,229 50,31,63,143 No. of Shares 1,00,66,91,528 2,70,47,73,510 Name of Shareholder of Name Particulars S T Tata Sons Private Limited Sons Private Tata ICICI Prudential Value Discovery Fund Value ICICI Prudential Fund Tiger Pacific Matthews of India Corporation Insurance Life Limited Company New IndiaThe Assurance Nippon Fund India Ltd-A/C Growth Co Trustee Capital Reliance of India Corporation General Insurance Fund Markets Icvc- Leaders Global Emerging Stewart Investments Investors State First Limited Steel Tata Total Franklin India Equity Advantage Fund India EquityFranklin Advantage 2020 March 31st on as Company the Shareholders of 10 op
2020: March 31st on as Company the of pattern hareholding ii. iii. 1 2 3 4 5 6 7 8 9 10 Directors and their relatives Directors Companies Insurance Institutions/Banks Financial / UTI Mutual Funds Clearing Members Bodies Corporate Body Corporate-NBFC LiabilityLimited Partnership-LLP Fund Investment Alternate Trusts Resident Individuals & HUF Governments / State Central Institutional Investors Foreign - Corporate Investors Portfolio Foreign Banks Foreign OCBs OCBs-DR Global Depository Receipts IndiansNon-Resident with IRDA Regd. QIB-Insurance Co. IEPF Suspense A/c Total Promoters (including Promoter Group) (including Promoter Promoters Sl. No.
Report on Corporate Governance
(q) Details of Equity Shares in dematerialised and physical form as on 31st March 2020: The Company’s shares are compulsorily traded in dematerialised form and are available for trading through both the Depositories in India viz. NSDL and CDSL. The details of number of equity shares of the Company which are in dematerialised and physical form are given below: Table 29 Particulars of Shares Shares of ₹ 1 each Shareholders Dematerialised form Number % to total Number % to total NSDL* (A) 2,57,71,12,853 95.28 2,10,840 57.10 CDSL (B) 8,76,82,763 3.24 1,40,418 38.02 Sub-total (A+B) 2,66,47,95,616 98.52 3,51,258 95.12 Physical form 3,99,77,894 1.48 18,020 4.88 Total 2,70,47,73,510 100.00 3,69,278 100.00
* includes shares held by Tata Sons and promoter group representing 37.22% of the total shareholding.
(r) Commodity price risk or foreign exchange risk and hedging activities: The Company has adopted the Commodity Price Risk Management Policy to manage its risks associated with commodity imports (presently only Coal) from international markets. The objective of this policy is to ensure protection from risk arising out of adverse and volatile movement in commodity prices by proper monitoring of the exposures and taking timely actions to keep risks to acceptable levels. In terms of SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2018/0000000141 dated 15th November 2018, the required information is provided as under: ) i Risk management policy of the Company with respect to commodities including through hedging: The Commodity Price Risk Management Policy is available on the Company’s website at https://www.tatapower.com/pdf/aboutus/commodity.pdf. ii) Exposure of the Company to commodity and commodity risks faced by the Company throughout the year: • Total exposure of the listed entity to commodities in ₹: Total coal exposure of the Company in FY 2019-20 is approx. ₹ 2,213.69 crore. • Exposure of the listed entity to various commodities: Table 30 Commodity Exposure in ₹ towards the Exposure in quantity % of such exposure hedged through Name particular commodity terms towards the commodity derivatives particular commodity Domestic market International market Total
OTC Exchange OTC Exchange Coal • Trombay Plant - ₹ 1,347.31 crore • Trombay Plant - 2.38 Million MT (imported) Nil Nil Nil Nil Nil • Jojobera Plant - ₹ 866.38 crore • Jojobera Plant - 2.02 Million MT (domestic)
• Commodity risks faced by the Company during the year and how they have been managed are given below: The Company has its coal based power generation plants situated at Trombay, Mumbai and Jojobera, Jamshedpur (Jharkhand). The Trombay Plant imports coal from Indonesia under long term index linked contract in accordance with Indonesian price regulation, while Jojobera Plant imports domestic coal (indigenous coal) which is governed by notified price declared by Coal India Limited.
The Company, therefore, inherently faces commodity price risk from use of coal for its power generation facilities. However, as both the aforesaid plants are regulated business and the cost of coal is pass-through, the Company does not have any risk towards fluctuation of price of coal being sourced for these plants. Therefore, the price risk on imported as well as domestic coal is not hedged.
To address short term price volatility and assure supply, the Company has entered into long term coal procurement agreements. Further, to manage sourcing, the Company has a dedicated Fuel Procurement team with strong understanding of coal markets. This team works closely with coal suppliers and the Company’s operations team to plan and source its coal supplies through reliable and lowest cost supply chain.
The foreign exchange variation on the imported coal is allowed as a full cost pass-through in the tariff of the two regulated businesses and is therefore not hedged.
218 The Tata Power Company Limited Integrated Annual Report 2019-20 Overview Our Emphasis on Value Our Value-creation Paradigm Statutory Reports Financial Statements 219 Table 31 Table Future ready for smart choices for ready Future Address of plants of Address Trombay Generating Station, Mahul Road, Chembur, Mumbai, Maharashtra Mahul Chembur, Road, Station, Generating Trombay Jharkhand Jamshedpur, Jojobera, Plant, Power Jojobera Bengal West East Medinipur, Haldia, District Patikhali Purb, HFC Complex, Plant, Haldia Power Kutch, Mundra, Taluka Tunda, Village Road, Tunda-Vandh Plant, Mega Ultra Power Mundra Limited, Power Gujarat Coastal Gujarat Nirsa, District Jharkhand Dhanbad, Barbindia, P.S. Dambhui, P.O. Village Limited, Maithon Power Dubri, Jajpur Road, Odisha Jajpur, Kalinganagar, Limited, Steel Tata Inside of Industrial Limited, Energy Behind Char Dham Apartment, Building, Sector 2/9, Substation 9, Rohini, Plant, New Delhi Power Rithala CCGT Mangaon, District Raigad, Maharashtra Taluka Bhira, P.O. Bhira Station, Generating Karjat, District Raigad, Maharashtra Taluka Bhivpuri Camp, Bhivpuri, P.O. Station, Generating District House, Raigad, Maharashtra Khopoli Power Khopoli, Station, P.O. Generating Bag E891, Manda Net 239, Private Post 3039, Makishi Plot Fairview, Corporation, Road, Power Tezhi Itezhi Station, Generating Hill, Lusaka, Zambia Dagapela, Dagana, Bhutan Limited, Corporation Power Dagachhu Hydro Akhaldaba, Georgia Village Shuakhevi Region Municipality, Adjara Plant, Shuakhevi Power Hydro LLC, Georgia Adjaristaqali Maharashtra - Parner, District Ahmednagar, Taluka Kauda,& Pimpalgoan Shahjahanpur Village Kauda Dongar, Farm, Wind Supa Maharashtra Ranjani Deogaon & Mehkari, Agadgaon, Village District Ahmednagar, Farm, Wind Khandke Sakri, District Maharashtra Dhulia, Taluka Valve, Village Farm, Wind Bramanvel District Maharashtra Satara, Patan, Taluka Sadawaghapur, Village Farm, Wind Sadawaghapur District Maharashtra Satara, Khatav, Kannarwadi,Taluka Village Hiwarwadi & Agaswadi, Farm, Wind Agaswadi District Maharashtra Satara, Patan, Taluka and Niwade, Sawarghar Village Farm, Wind Nivade District Maharashtra Satara, Khatav, GirijashankarwadiTaluka & Rajachekurle, Visapur, Kokrale, Village Farm, Wind Visapur Maan, District Maharashtra Satara, Taluka Farm, Wind Agaswadi District Maharashtra Satara, Wadi, GirijashankarVisapur Indorama,Jath, Maharashtra Gujarat District Kalavad, Jamnagar, Taluka Mota Panchdevda, Village Farm, Wind Samana District Gujarat Babra, Amreli, Taluka Sukhpur, Village Farm, Wind II I & Rojmal Phase District Bhatiya, Khambhalia,Village Gujarat Farm, Wind Dwarka Harti, Kanavi, Shiroland Mulgund, District Karnataka Gadag, Hosur, Farm, Wind Gadag Nadu Tamil Tripur, Madathukulam, District Taluka Illupunagaram, Anikaduvu, Mongilphuluvu, Villages: Farm, Wind Poolavadi Rajasthan District Arnod, Pratapgarh, Taluka Karaikhede, Talabkheda, Khanpur, Jungle, Raipur, Village Farm, Wind Dalot Nadu Tamil District Dindigul, Taluk, Oddan Chatram Village, Appayampatti Limited, Farm Wind Vagarai Rajasthan District, Jaisalmer, Fatehgarh, Teh Dangri, Substation 220 KV Pooling Wind Infrastructure Limited, Inox Rajasthan District Dangri, Jaisalmer, Village Farm, Wind Dangri Limited, Energy Renewable Power Tata Rajasthan District Pratapgarh, Pratapgarh, Tehsil Dhalmoo, 132 KV Dhalmoo Substation,Village RJ Limited, Wind Walwhan Rajasthan District Dangri, Jaisalmer, Village Farm, Wind Dangri Rajasthan Energy Limited, Walwhan Pradesh Madhya Lahori, DistrictVillage Shajapur, Farm, Wind Lahori Pradesh Andhra (Mandal), District Uravakonda Anantapur, Village, Nimbagallu Project, Wind Nimbagallu South Africa Cape, 5780, Eastern Bedford Farm, Wind Amakhala Emoyeni South Africa Humansdorp Cape, 6300, Eastern Farm, Wind (TCWF) Tsitsikama Maharashtra Mulshi, District Pune, Taluka Male, Mulshi (Khurd), Post Mulshi Solar Plant, P
Type ofType plants Power Thermal Plants Generating Hydro Generating Hydro Stations Farms Wind Solar Plants (s) lant locations of the and Company Group Companies: Report on Corporate Governance
Type of plants Address of plants Roof top Solar, Delhi Bidar, Srinivasapura, Kanakagiri, Karnataka Noamundi Solar Power Plant, Jharkhand Palsawade Solar Plant, Palsawade, Taluka Maan, District Satara, Maharashtra Sastra University, Maharashtra Mithapur Solar Plant, Plot B, Survey No. 78, Mithapur, District Jamnagar, Gujarat Tata Power Solar Plant, Belampalli Village, Ankepalli and Venkapalli, Mandal, Tandur, District Mancherial, Telangana Plot No.6, Gujarat Solar Park Charanka, District Patan, Gujarat 400 MW TPREL Solar Power Plants (blocks # 15,17, 18, 19, 21, 27, 32 and 34) @ 2000 MW Solar Park, Thirumani Village, Pavagada Taluka, Tumkur District, Karnataka Plot - P4&P5, Ananthapuramu Ultra Mega Solar Park, Thumkunta Village, Galiveedu Mandal, Raychoti Taluka, Kadapa, Andhra Pradesh Walwhan Urja Anjar Limited, Village Khirasara, Taluka Anjar, District Kutch, Gujarat Walwhan Solar Energy GJ Limited, Village Khirasara, Taluka Anjar, District Kutch, Gujarat MI MySolar 24 Private Limited, Village Fatepur, Taluka Dasada, District Surendranagar, Gujarat Dreisatz MySolar 24 Private Limited, Village Fatepur, Taluka Dasada, District Surendranagar, Gujarat Walwhan Solar Raj Limited, Khasra No. 44, Village Rawra, Tehsil Bap, Phalodi District, Jodhpur, Rajasthan Northwest Energy Private Limited, Khasra No. 240/1, Village Rawra, Tehsil Bap, Phalodi District, Jodhpur, Rajasthan Walwhan Solar AP Limited, Village Shrimandrup Nagar and Rawra, Phalodi District, Jodhpur, Rajasthan Walwhan Solar RJ Limited, Village Deh, Tahsil Kolayat, District Bikaner, Rajasthan Walwhan Solar MP Limited: - 105 MW Solar Power plant, Village Bhagwanpura, Diken Area, Tehsil Jawad, District Neemuch, Madhya Pradesh - 25 MW Solar Power plant, Village Padaliya, Ratangarh Area, Tehsil Singoli, District Neemuch, Madhya Pradesh Walwhan Solar MH Limited, MIDC Mangalwedha (G.C.), Taluka Mangalwedha, Maharashtra Walwhan Renewable Energy Limited, C/o Clean Sustainable Solar Energy Private Limited, Village Shirshuphal, Baramati, Pune, Maharashtra Walwhan Solar AP Limited., Plot No- 5A, 6A & 6B., IDC Park, APIIC, Pulivendula, Kadapa District, Andhra Pradesh Walwhan Renewable Energy Limited - 30 MW Site, Survey No. 863 & 864, Near Lomada Village, Shimadripuram Mandal, Pulivendula Taluka, District Kadapa, Andhra Pradesh - 70 MW Site Vermalapudu, Owk - Mandal Tq., Kurnool District, Andhra Pradesh - 16 MW Site Rajapura Village, Molakalmuru Tq., Chitradurga District, Karnataka - 34 MW Site, Kodihalli Village, Hiriyuru Tq., Chitradurga District, Karnataka - 50 MW Site Bedareddyhalli Village, Challakere Tq., Chitradurga District, Karnataka - 50 MW Solar Site, Panchapatti, Veeriyapalayam Village, Krishnarayauram Taluk, Karur District - 50 MW Solar Site, Iyermalai, Karupathur & Vayalur Village, Krishnarayauram Taluk, Karur District - Kaithar, Metupirancheri Village, Manur Taluk, Tiruneliveli - Noida, Uttar Pradesh - Bhiwadi, Rajasthan Walwhan Solar KA Limited, Villages Nagasamudra & Heruru Taluka Molakalamuru, District Chitradurga, Karnataka Walwhan Solar PB Limited, Villages Jagaram Tirath & Teona Pujarian, Tehsil Talwandi Sabo, Bhatinda, Punjab Walwhan Solar TN Limited, Musri & TT PET - 100MW, Krishnapuram Village, Valaiyeduppu Post, Musiri Taluk, Trichy District, Tamil Nadu Walwhan Solar BH Limited: - Bahera, Block: Dobhi, P.O.: Barachatti Anchal, Gaya, Bihar - Savkala & amp, Khaira Khurd, Block Amas, P.O.: Sherghati Anchal, Sherghati, Gaya, Bihar Walwhan Solar MH Limited, Village Dhalmu, Pratapgarh, Rajasthan 150 MW TPREL MSEDCL Chhayan Solar PV Plant, Chhayan I, Pokhran, District Jaisalmer, Rajasthan Transmission and Kalyan Receiving Station, Shil Road, Netivli, Kalyan, District Thane, Maharashtra Distribution Division
220 The Tata Power Company Limited Integrated Annual Report 2019-20 Overview Our Emphasis on Value Our Value-creation Paradigm Statutory Reports Financial Statements
221
Future ready for smart choices for ready Future
; Website: www.tatapower.com Address of plants of Address [email protected] The Tata Power Company Limited, Company Power The Tata E-mail: Bombay House, 24, Homi Mody Street, Mumbai 400 001. 001. 400 Mumbai 8801, Street, 6665 Mody 022 Homi Fax: 24, 8282 House, 6665 Bombay 022 Tel.:
Maharashtra T2 Airport Mumbai, Andheri East, Maharashtra Road, Sahar Leela, Near Hotel Sahar Receiving Station, Mumbai, Maharashtra Bhandup, Lake Road, Station, Receiving Salsette Off Substation, AndheriAndheri - Malad Link Road, Mumbai, Maharashtra Versova (West), (East), Mumbai, Maharashtra Vikhroli Soap Godrej Premises, Substation, Vikhroli Mumbai, Maharashtra Parel, Lower Marg, Mahalaxmi Senapati Bapat Substation, Complex, Kurla Bandra Diamond Bourse, Heart Near Asian Bharat Station, Opposite Receiving Hospital, BKC (East), Mumbai, Maharashtra Bandra Borivali (East), Mumbai, House Road, Maharashtra Power Tata Borivali Station, Receiving Andheri (East), Mumbai, Maharashtra Road, Vihar Saki Saki Station, 42, Receiving Mumbai, Maharashtra Hiranandani Powai, Kailas Road, Near MTNL, Station, Receiving Complex Powai Bengaluru, Hosur Office, Road, Karnataka Electronic City Post 42/43, Electronic City, Village, Post Poyanje, Panvel, Raigad,Maharashtra Panvel, Poyanje, Post Village, Mumbai, Maharashtra Bunder, Carnac Road, Tukaram 34, Sant Station, Receiving Carnac Mumbai, Maharashtra Chembur, No.2 Near Gate RCF HO 18801, Premises, Box P.O. Station, Chembur Receiving Maharashtra Thane, Manpada, District Ghodbunder Road, Kolshet Substation, (West), Kurla Compound), Kamani, Mumbai, Kirol Road, Maharashtra (Inside HDIL Premier Power, Tata Station, Receiving Kurla Malad Malad Substation, Marve Malad (West), Road, Mumbai, Maharashtra Mankhurd, Mumbai, Maharashtra Road, Mumbai Pune Mankhurd Near Mankhurd Substation, Highway, - Ghatkopar Mumbai, Maharashtra Road), Parel, Tank G D Ambekar Station, Receiving (Parel Marg Parel District Raigad, Behind MSEDCL Bhingari Bhingari Road, Panvel, Substation, Old Mumbai Pune Station, Receiving Panvel Dharavi Receiving Station, Matunga, Near Shalimar Industrial Estate, Dharavi, Mumbai, Maharashtra Dharavi, Matunga, Industrial Near Shalimar Station, Receiving Estate, Dharavi (Via) Maharashtra Thane, Kalyan, District P.O. Varap, Murbad Road, Station, Receiving Ambernath Mumbai,Maharashtra Nariman Point, Bhonsle Marg, Gen. J. 148, Lt. Backbay Station, Receiving - Bhokarpada At Pradhikaran, Jeevan Bhokarpada Maharashtra Opposite Hiranandani Business Park, Station, Receiving C I F D Company as IND as Company AA /Stable. highest degree of safety regarding timely servicing of financial obligation. The rated instrument reflects high degree of safety regarding timely servicing of financial obligations.Such instruments carryvery creditlow risk. The outlook on the long-term for Commercial Paper has also beenrating stable. is reaffirmedA1+ indicates The a byICRA. rating of A1+ This highestrating of very strong degree of safety with regard timely to payment of interest and principal. Such instruments carry lowest credit risk. has been reaffirmed by (CRISIL). CRISIL Limited The rating awarded of by (Positive) CRISIL reflectsAA- high degree of safety regarding timely servicing of financial obligations.Such instruments carryvery creditlow risk.Further,CRISIL has reaffirmed the rating of Non-Convertible debentures programme (NCD) (including perpetual and subordinated Non-convertible debentures) of the AA-/Positive. as Company The CRISIL, by short-term Company’s has been bank facility credit rated A1+ as A1+ Commercialfor Paperhas also reaffirmed. A1+ beenindicates a reaffirmedby CRISIL.The rating of of This highest rating verystrong degree ofsafety with regardtimely to payment of interest andprincipal. Such instrument carry lowest creditrisk. The outlook Stable. is A C
Strategic Engineering Division Type ofType plants ndia Ratings &Research Private Limited (Ind-Ra), Group aFitch affirmed Company therating onNCD programme of the ARE Ratings Limited has reaffirmed therating onNCD programme (including perpetual asCARE - of Company, the bonds) AA. urther,ICRA Limited (ICRA) has reaffirmed therating onNCD programme of (Stable). Company asThethe rating indicates AA- uring the year under the has Company sustained review, its long-term bank facility credit rating of CRISIL which AA- (Positive) (u) Rating: redit (t) correspondence: for ddress Report on Corporate Governance
Other Disclosures Table 32 Particulars Regulations Details Website link for details/policy Disclosures on materially Regulation 23 of the Listing There are no material related party transactions https://www.tatapower. significant related party Regulations and Schedule during the year under review that have conflict with com/pdf/aboutus/rpt-policy- transactions that may have V (C) 10(f) to the Listing the interest of the Company. Transactions entered framework-guidelines.pdf potential conflict with the Regulations into with related parties during the financial year interests of listed entity were in the ordinary course of business and at at large and Web link for arms’ length basis and were approved by the policy on dealing with Audit Committee. Certain transactions which related party transactions were repetitive in nature were approved through omnibus route. The Board has received disclosures from senior management relating to material, financial and commercial transactions where they and/or their relatives have personal interest. There are no materially significant related party transactions which have potential conflict with the interest of the Company at large. The policy on dealing with related party transactions adopted by the Company is uploaded on the Company’s website. Details of non - compliance Schedule V (C) 10(b) to the There were no instances of non-compliance, - by the Company, penalty, Listing Regulations penalties, strictures imposed on the Company by strictures imposed on the the Stock Exchanges, the SEBI or any statutory Company by the Stock authority, on any matter related to capital markets, Exchange or SEBI or any during the last 3 years. statutory authority on any matter related to capital markets Details of establishment Regulation 22 of the Listing The Company has adopted a Whistle Blower Policy https://www.tatapower.com/ of Vigil Mechanism, Regulations and Schedule & Vigil Mechanism for directors, employees and pdf/aboutus/whistle-blower- Whistle Blower policy, V (C) 10(c) to the Listing stakeholders to report concerns about unethical policy-and-vigil-mechanism.pdf and affirmation thatRegulations behaviour, actual or suspected fraud or violation no personnel has been of the Company’s Code of Conduct. The said policy denied access to the Audit has been posted on the Company’s website. The Committee Company affirms that no personnel have been denied access to the Chairman of Audit Committee of Directors.
222 The Tata Power Company Limited Integrated Annual Report 2019-20 Overview Our Emphasis on Value Our Value-creation Paradigm Statutory Reports Financial Statements 223 - - - - Website link for details/policy for link Website https://www.tatapower. com/pdf/aboutus/policy- for-determining-material- subsidiaries.pdf https://www.tatapower.com/ pdf/aboutus/commodity.pdf
Future ready for smart choices for ready Future Details Modified opinion(s) in Audit ReportModified opinion(s) in : an unmodified expressed have auditors The opinion in their report on the financial of the Company. statements The : Reporting Auditor of Internal Internal of Committee reports Audit the to Auditor Directors. : As on date, the positions of the the of positions the date, on As : Board The separate. Chairman and the CEO are for office a separate maintains of the Company reimburse to is not required which the Company Praveer Mr. has appointed Board The expenses. the of Director Managing & the CEO as Sinha decisions policy All and strategic Company. a majority taken through are of the Company decision of the Board. financial half-yearly The Rights: Shareholder the all to sent is performanceCompany the of are results The Members possessing email IDs. website. on the Company’s also posted M
All the recommendations of the various mandatory of the various the recommendations All the Board. by accepted were committees A certificate from the Practicing Company Company Practicing the A certificate from none that stating has been received Secretaries Company of the the Board on Directors of the being or disqualified from been debarred have of companies as directors or continuing appointed such statutory SEBI/MCA or any authorityby and the end of this report at the same is reproduced IV. and marked as Annexure The disclosure of commodity risks price and disclosure The under section activitieshedging is provided policyThe on Information’. Shareholder ‘General Risk Management adopted Price Commodity on the Company’s is uploaded the Company by Website. The Company did not raise any funds through through funds any did not raise Company The or qualified institutions allotment preferential under review. during the year placement All mandatory requirements of the Listing the of mandatory All requirements the with by complied been have Regulations with the of compliance status The Company. under Part as stated discretionary requirements, as are Regulations, the Listing of ScheduleE II to under: The policy for determining material subsidiaries policy material determining The for is uploaded on the the Board by adopted website. Company’s • • • Chairman Chandrasekaran, N. Non-Executive r. • Regulations Schedule V (C) 10(j)Schedule the to Listing Regulations Schedule V (C) 10(i) to the V (C) 10(i) to Schedule Listing Regulations Schedule V (C) 10(g) to the the (C)V 10(g) to Schedule Listing Regulations Schedule V (C) 10(h) to the V (C) to 10(h) Schedule Listing Regulations ScheduleE of the II Part Listing Regulations Regulation 16 (1)(c) of the Listing Regulations and the (C)V 10(e) to Schedule Listing Regulations
Particulars Disclosure with respect with Disclosure of any non-acceptance to of any recommendation of the Board Committee which is mandatorily along with required, thereof reasons A certificate from Company Company A certificate from Secretary in practice for non-debarment/ disqualification Disclosures of commodity Disclosures risksprice commodity and activitieshedging of Detailsof utilisation through funds raised allotment preferential or qualified institutional specified as placement 32(7A) under Regulation Details of mandatory and adoption requirements of the non-mandatory requirements Web link where policy link where Web material determining for subsidiaries is disclosed Report on Corporate Governance
Particulars Regulations Details Website link for details/policy Subsidiary Companies Regulation 24 of the Listing The Audit Committee reviews the financial - Regulations statements of subsidiaries of the Company. It also reviews the investments made by such subsidiaries, the statement of all significant transactions and arrangements entered into by the subsidiaries, if any, and the compliances of each materially significant subsidiary on a periodic basis. The minutes of board meetings of the unlisted subsidiary companies are placed before the Board. Composition of the Board of material subsidiaries is in accordance with the Regulation 24(1) of the Listing Regulations. Policy on Archival and Regulation 30 and The Policy on Archival and Policy on Preservation https://www.tatapower.com/ Policy on Preservation of Regulation 9 of the Listing of Documents, duly adopted by the Board, are pdf/aboutus/archival-policy. Documents Regulations uploaded on the Company’s website. pdf https://www.tatapower.com/ pdf/aboutus/preservation- policy-documents.pdf Policy on Determination of Regulation 30 of the Listing The Policy on determination of materiality for https://www.tatapower.com/ Materiality for Disclosures Regulations disclosures adopted by the Board is uploaded on pdf/aboutus/determining- the Company’s website. policy.pdf Code of Conduct Regulation 17 of the Listing The members of the Board and Senior Management - Regulations Personnel have affirmed compliance with the Code of Conduct applicable to them. A certificate by the CEO & Managing Director, on the compliance of same, is reproduced at the end of this report and marked as Annexure I. Dividend Distribution Regulation 43A of the The Dividend Policy adopted by the Board is https://www.tatapower.com/ Policy Listing Regulations uploaded on the Company’s website. pdf/aboutus/dividend-policy. pdf Terms and conditions of Regulation 46 of the Listing Terms and conditions of appointment/ https://www.tatapower. Appointment of IDs Regulations re-appointment of IDs are available on the com/pdf/investor-relations/ Company’s website. Terms-&-conditions-of-IDs- appointment.pdf Familiarisation Program Regulation 25(7) read with Details of familiarisation program imparted to IDs https://www.tatapower. Regulation 46 of the Listing are available on the Company’s website. com/pdf/investor-relations/ Regulations familiarisation-programme-for- directors.pdf Other Disclosures: 3. The Company has obtained compliance certificate from the 1. The Company has maintained an integrated compliance Practising Company Secretaries on corporate governance. dashboard which provides assurance to the Management The same is reproduced at the end of this report and and the Board of Directors regarding effectiveness of marked as Annexure III. timely compliances. All the compliances applicable to 4. Details of fees paid/payable to the Statutory Auditors and the Company have been captured in the dashboard and all entities in the network firm/network entity of which are mapped amongst the respective users. The timelines the Statutory Auditor is a part, by the Company and its are fixed based on the legal requirement and the system subsidiaries during the year, are given below: is aligned in such a manner that it alerts the users in a (₹ in crore) Table 33 timely manner. By the By Total Particulars Company* Subsidiaries* Amount 2. In terms of Regulation 17(8) of the Listing Regulations, the Statutory Audit 3.63 2.66 6.29 CEO & Managing Director and the CFO made a certification Other Services 0.58 0.98 1.56 to the Board of Directors in the prescribed format for Out-of-pocket the year under review, which has been reviewed by the expenses 0.15 0.24 0.39 Audit Committee and taken on record by the Board. The Total 4.36 3.88 8.24 same is reproduced at the end of this report and marked as Annexure II. * The above fees are exclusive of applicable tax.
224 The Tata Power Company Limited Integrated Annual Report 2019-20 Overview Our Emphasis on Value Our Value-creation Paradigm Statutory Reports Financial Statements
225 Table 35 Table . 12,22,452 https://www.tatapower.com/ dividends.aspx and on the website of the MCA . Number of Equity shares transferred shares Equity of Number Future ready for smart choices for ready Future w.iepf.gov.in/ https://www.tatapower.com/investor-relations/ ₹ 1,54,60,564.70 I T I The details of such shares transferred been have uploaded in website the at Company’s investor-relations/unclaimed- are follows: as transferred during IEPF to the year 2019-20 the IEPF rules, theIEPF all the shares inrespect of which dividend has remained unclaimed/unpaid for a period of seven consecutive years or more from the of date transfer the to unpaid dividend required are be to transferred account to all thethe demat of Authority. the account IEPF Accordingly, shares in respect of which dividends were declared upto the and remained unpaid 2012 March 31st financialyear ended or unclaimed The had Company are transferredthe to IEPF. sent notices all such to Members in this regard and published transferred thereafter, and, advertisement newspaper a the shares during the to IEPF financial2019-20. year and Employees of the for Company indemnifying of any them against liability any in respect negligence, of any default, misfeasance, breach of duty or breach of trust for which be they may guilty in relationthe to Company. Investor to amounts unclaimed/unpaid of Transfer Protection and Education Fund: otherapplicable of the Act, provisions, read if with any, the Investor Education and Protection Authority Fund and Refund) Audit,(Accounting, Transfer Rules, 2016 (hereinafter referred ‘IEPF as to Rules’) (including any statutory modification(s) or re-enactment(s) thereof for the the time amount beingof dividend in force), remaining unclaimedor unpaid fora period ofseven years from the of date transfer the to Unpaid Dividend Account requiredis be to transferred the to Investor Education andProtection maintained (IEPF) Fund the by Central Government. In pursuance of this, the dividend remaining unclaimed or unpaid in respect of dividendsdeclared been have 2012 March upto the31st financialyear ended The detailstransferred of the unclaimed the to IEPF. dividendsso transferred on available the Company's are website at unclaimed-dividends.aspx at http://ww dividend transferred transferred dividend Amount of unclaimed of Amount
of the Act, read with accordancen with Section 124(6) he details of unclaimed dividends and equity shares Other Shareholder Information: ➢ and n accordance with 125 the provisions of Sections 124, Table 34 Table 3 2 1* Number of Complaints Particulars Number of complaints filed during theNumber of complaints year financial Number of complaints disposed off duringNumber of complaints year the financial Number of complaints pending at the end of pending at Number of complaints year the financial . All employees All . (permanent, contractual, temporary and A T A T T T D Directors Officers Liability and Insurance: of the Listing Regulations, the Company Regulation25(10) has taken a Directors and Officers LiabilityInsurance (D&O) on behalf of all Directors including IDs, Officers, Managers AS) in the preparation of its financial statements. and the secretarial standards, particulars Director a of seeking re-appointment the at forthcoming are given AGM in the be Notice to of held the AGM on 30th July 2020. Corporate Governance Report stated as under sub-paras (2) of section of (C) Schedule the (10) V to to Listing Regulations. corporate27 governance specified as to 17 in Regulations of sub-regulation (i) and to clauses (b) of Regulation (2) 46 of the Listing Regulations. Women at Workplace (Prevention, Prohibition and and Prohibition (Prevention, Workplace at Women Redressal) Act, 2013: harassment-free workplace for every individual working The has Company compliedin the Company. with the applicable provisions of the aforesaid Act, and the rules framed including thereunder, constitution of the Internal Complaints Committee. Anti- an place in The has Company Sexual Harassment Policy in linewith the requirements of the Sexual Harassment of Women Workplace at (Prevention, and Prohibition the and Redressal) Act, 2013 sameavailable is on website the https://at Company’s www.tatapower.com/pdf/aboutus/Sexual-harass-policy. pdf trainees, etc.) are covered under this Policy. 1. 2. 3.
Sl. No.
isclosures in relation to the Sexual Harassment of
10. s per the provisions of the Act and in compliance with 9. s required under of the Listing Regulation Regulations 36(3) 8. he follows Company Indian Standards Accounting (Ind- 7. he has Company complied with all the requirements of 6. he has Company complied with all the requirements of * the case was received in the last week of March 2020. Status March of complaints 2020: as on 31st he hasCompany always believed in providing asafe and 5. Report on Corporate Governance
The below table gives information relating to various direct credit, real time gross settlement, national electronic outstanding dividends and the dates by which they can be funds transfer, etc. for making payment of dividend/ claimed by the Members from the Company’s RTA: interest on securities issued/redemption or repayment (Amount in C) Table 36 amount to the investors. For investors holding shares in Unclaimed Dividend Last date for demat mode, relevant bank details from the depositories Date of dividend claiming will be sought. Investors holding shares in physical form, declaration (As on 31st March 2020) payment from TSRD are requested to register instructions regarding their bank details with the RTA. Only in cases where either the bank 16.08.2013 1,79,27,750.20 19.09.2020 details such as Magnetic Ink Character Recognition (MICR), 13.08.2014 2,14,96,290.48 15.09.2021 Indian Financial System Code (IFSC) etc., that are required 05.08.2015 2,33,54,239.41 07.09.2022 for making electronic payment, are not available or the 21.09.2016 2,76,93,326.70 24.10.2023 electronic payment instructions have failed or have been 24.08.2017 2,74,62,986.20 20.09.2024 rejected by the bank, physical payment instruments for 27.07.2018 2,23,50,690.70 20.08.2025 making cash payments to the Investors may be used. 18.06.2019 2,11,27,505.10 17.05.2026 ➢ Investor contact: It may be noted that the unclaimed dividend for the In compliance with Regulation 62 of the Listing Regulations, financial year 2012-13 declared on 16th August 2013, is a separate e-mail ID [email protected] due to be transferred to the IEPF. The same can, however, has been set up as a dedicated e-mail ID solely for the be claimed by the Members by 19th September 2020. purpose of dealing with Members’ queries/complaints. Members who have not encashed the dividend warrant(s) from the financial year ended 31st March 2013 onwards The Company maintains a TOLL-FREE Investor Helpline No. may forward their claims to TSRD before they are due to be 1800-209-8484 to give Members the convenience of one transferred to the IEPF. more contact point with TSRD, for redressal of grievances/ responses to queries. The Members whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an The Shareholders’ Relations Team is located at the application to the IEPF Authority in e-Form IEPF-5 available Registered Office of the Company. on www.iepf.gov.in. No claim shall lie against the Company Contact Person: Mr. J. E. Mahernosh Tel.: 022 6665 7508 in respect of the dividend/shares so transferred. ➢ E-voting: ➢ Shares held in electronic form: Members holding shares E-voting is a common internet infrastructure that enables in electronic form may please note that: investors to vote electronically on resolutions of companies. i) For the purpose of making cash payments to the investors The Company will also have the E-voting facility for the through Reserve Bank of India approved electronic mode items to be transacted at this AGM. The MCA has authorised of payment (such as ECS, NECS, NEFT, RTGS etc.), relevant NSDL and CDSL for setting up electronic platform to bank details available with the depositories will be used. facilitate casting of votes in electronic form. The Company Members are requested to update their bank details has entered into agreements with NSDL and CDSL for with their DPs. availing E-voting facilities. ii) Instructions regarding change of address, nomination and ➢ Nomination Facility: power of attorney should be given directly to the DPs. Pursuant to the provisions of Section 72 of the Act, Members ➢ Shares held in physical form: To facilitate better servicing, are entitled to make nominations in respect of shares held Members holding shares in physical form are requested to by them. Members holding shares in physical form and notify/send to TSRD any change in their address/mandate/ intending to make/change the nomination in respect of bank details in which they wish their dividend to be their shares in the Company, may submit their requests credited, in case they have not been furnished earlier. in Form No. SH.13 to TSRD. Members holding shares in electronic form are requested to give the nomination ➢ Payment of dividend or interest or redemption or request to their respective DPs directly. repayment: As required under Regulation 12 read with Schedule I to the Form No. SH.13 can be obtained from TSRD or downloaded Listing Regulations, companies are directed to use, either from the Company’s website under the section directly or through the depositories or through their RTA, ‘Investor Relations’ at https://www.tatapower.com/pdf/ electronic clearing services (local, regional or national), nomination-form-14.pdf
226 The Tata Power Company Limited Integrated Annual Report 2019-20 Overview Our Emphasis on Value Our Value-creation Paradigm Statutory Reports Financial Statements
227 . /policies.aspx - Employee satisfaction surveys, Future ready for smart choices for ready Future C C M F M A v T I M D P I O For internal stakeholders internal For employee engagement surveysfor improvement in employee engagement processes, circulars and messages from management, corporate social initiatives, welfare initiatives for employees and their families, online updates for topical conveying developments, helpdesk facility, etc. Weblinks ofCorporate policies and Charters are available on website the at Company’s https://www.tatapower.com/corporate held under multiple folios. This facilitates one-stop tracking of all corporate benefits on the shares andwould reduce timeand efforts required to monitor multiple folios. It will also help of in avoidance multiple mailing. unknownpersons. Signed delivery instruction slips should not be unknown given any to persons. intermediary. In case the intermediary does not act professionally, Members can take up the matter with SEBI. hoursobtained within 24 from the broker/sub-broker, of execution of the trade. It should be ensured that the no., order contains Memo Note/Confirmation Contract brokerage. and price quantity, time, trade no., trade folios which lie dormant. Hence, urge we exercise you to diligence and notify the change of Company any in address, andas when required. while dealing with shares and related matters, the following are recommendations the Company’s its to Members: shares your dematerialise and Account Demat Open electronicinto holdings. securities
revention of Frauds with Registeredealing Intermediaries onfidentiality security of details safeguards: nvestor of sale and purchase to relating documents btain multiple folios your onsolidate
embers are requested consolidate to their shareholdings olio Nos./DP ID should not ID/Client be disclosed any to embers should transact through registered a alid Contract Note/Confirmation Memo should be here apossibility is of fraudulent transactions relating to pursuitn of objective the Company’s risks mitigate/avoid to i) embers are requested convert to their physical holdings ➢ iii) iv) v) vi) vii) ii)
- Analyst/investors meet, meet, Analyst/investors - Central DepositoryCentral Services (India) Limited A-Wing, Futurex, Marathon N. M. Joshi Marg, 25th floor, Parel, Lower Mumbai 400 013 2272 3333 : 022 No. Tel. : 022 2272 3199 Nos. Fax e-mail [email protected] : : www.cdslindia.com website
T E A I M S A D Se D an on-going dialogue between the and Company its stakeholders. The communication channels include: external stakeholders For meeting with stakeholders, key factory visits for shareholders, online service and dedicated e-mail service forgrievances, corporate businesswebsite and to access media respond to queries, to etc. part of the Tata Power grouppart are Power being sensitized of the Tata about the various policies and governance practices of the Company. The had Company developed a system of keeping its employees educated about TCoC, Vigil Mechanism and Whistle Blower Sexual Policy, Harassmentof Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, Regulations, InsiderSEBI etc. Trading through emails, workshops. and presentations M. Practising Joshi & Co, Secretaries, Company conduct to Secretarial Audit of records and documents of the forCompany FY20. The Secretarial Audit Report provided is Annexureas the V to Board’s Report. TSRD for guidance on depository services. Address for correspondence withthe Depositories follows: as is SecuritiesNational Depository Limited 4th Floor, World, Trade Kamala Mills Compound, Marg, Senapati Bapat Parel, Lower Mumbai 400 013 2499 4200 : 022 No. Tel. : 022 2497 6351 Nos. Fax e-mail [email protected] : : www.nsdl.co.in website voting rights.voting Engagement:takeholder Sessions/Workshops: wareness rights: voting of escription Audit: cretarial epository Services: ➢
he has Company adedicated department which facilitates mployees across the well as Company those as forming Equityll shares issued the by carry Company equal termsn of the Act, the appointed Company Makarand M/s. embers writemay the to respective Depository or to ➢ ➢ ➢ ➢ Report on Corporate Governance
Annexure I DECLARATION As required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, I affirm that Board Members and the Senior Management Personnel have confirmed compliance with the Codes of Conduct, as applicable to them, for the year ended 31st March 2020.
For The Tata Power Company Limited
Praveer Sinha CEO & Managing Director DIN: 01785164 Mumbai, 19th May 2020
228 The Tata Power Company Limited Integrated Annual Report 2019-20 Overview Our Emphasis on Value Our Value-creation Paradigm Statutory Reports Financial Statements II 229 Annexure Annexure . N. Subramanyam N. . hief Financial Officer Financial hief R C Future ready for smart choices for ready Future
DIN:01785164) Praveer Sinha Praveer (
CEO & Managing Director Managing & CEO
Chief Executive Officer & (CEO) Chief Financial (CFO)Officer Certification May 2020 th
an employee having a significant roleCompany’s in theinternalcontrol system over financial reporting. notes the to financial statements; and might bemight misleading; standards,accounting applicable and regulations. laws i s s th th
( M W ( ( T W W ( ( Company’s code of conduct. of code Company’s financial reporting Companyof the disclosed and have Auditorsto the andAudit theCommittee, deficiencies in the design or operation of which are we of aware and internal the controls, taken steps or if have we propose any, take rectify to to these deficiencies. best of our knowledge and belief, state we that:
We, the undersigned,We, in our respective capacities Chief as Executive Officer Chiefand Power FinancialCompany Tata Officer of The Limited (“the Company”), the to best of our knowledge and belief certify that: To The Board of Directors Power CompanyThe Limited Tata
umbai, 19 iii) nstances of significant fraud of whichbecomewe have aware and of the the managementinvolvement therein, if or any, (d) indicated,e have based on our most recent evaluation, wherever applicable, the to Auditors and Audit Committee: i) ii) ignificant in the internalcontrol changes, over financial reporting if any, during year;the ignificant in the accounting changes,policies madeif any, during theyear and that the same has been disclosed in the (c) e are responsible for establishing and maintaining internal controls and for evaluating the effectiveness of the sameover the ii) (b) ese statements together present atrue and fair view of affairs the Company’s andcompliance are in with the existing hereare no transactions entered the by during Company whichinto are the fraudulent,financial year, illegal or violative theof i) ese statements do not materially contain any untrue statement or omit material any fact or contain statements that (a) reviewede have the financial statements and the2020 to and the cash flow31st March statement for the financial year ended Report on Corporate Governance
Annexure III Practicing Company Secretaries’ Certificate on Corporate Governance
CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE
To The Members, The Tata Power Company Limited We have examined the compliance of conditions of Corporate Governance by The Tata Power Company Limited (“the Company”) for the year ended on March 31, 2020, as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, and representations made by the management, we certify that the Company, to the extent applicable, has complied with the conditions of Corporate Governance as stipulated in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For Makarand M. Joshi & Co.
Makarand Joshi Partner FCS No. 5533 CP No. 3662 Peer Review No: P2009MH007000
Place: Mumbai Date: 15th May 2020
230 The Tata Power Company Limited Integrated Annual Report 2019-20 Overview Our Emphasis on Value Our Value-creation Paradigm Statutory Reports Financial Statements 231 Annexure IV Annexure 11/02/2017 14/10/2016 14/10/2016 14/10/2016 04/05/2017 24/08/2017 17/11/2017 17/11/2017 02/05/2019 01/05/2018 THE TATA POWER COMPANY THE TATA Future ready for smart choices for ready Future Date of appointment in the Company of appointment Date Bombay House, 24, Homi Mody Street, ’)for the purposeof issuing thisCertificate, in accordance 00121863 00207746 01682810 01260274 06466854 01922717 02144558 00120029 00070477 01785164 Table A Table the Company the Director Identification Number Director Identification and having registered office at ) as considered) as necessary and based on the disclosures of the Directors, hereby we certify that CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS (hereinafter referred ‘ as to Practicing Company Secretaries’ Certificate on Secretaries’Independent Directors Certificate on Company Practicing www.mca.gov.in CIN L28920MH1919PLC000567
having Mr. Chandrasekaran Natarajan Mr. Bansal Anjali Ms. Vibha Ms. Padalkar Bhandarkar Sanjay Mr. Chandrasekhar Kesava Mr. Bhargava Hemant Mr. Agrawal Saurabh Mr. Agrawala Banmali Mr. Sinha Ashok Mr. Sinha Praveer Mr. Name of the Directors F006667B000258952 Mumbai 19th May19th 2020
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Sl. No. (Pursuant to Regulation 34 (3) and Schedule V Para C Clause (10) (i) of SEBI (Listing Obligations Regulations, (Listing Requirements) and of 2015) SEBI Disclosure (i) (10) C Clause and Schedule V Para Regulation to (3) 34 (Pursuant UDIN: Date: Place: Kumudini Bhalerao Kumudini Partner FCS No. 6667 CP No. 6690 For Makarand M. Joshi & Co. Secretaries Company Practicing We have examined have We the relevant disclosuresprovided the by Directors to A) enlisted (as in Table To, MembersThe POWER LIMITED COMPANY THE TATA LIMITED 400001 Mumbai, Maharashtra, In our opinion and the to best of our information and according the to verifications(including Directors Identification Number (DIN) status the at portal with read Regulation with of Schedule the (i) Securities 34 (3) V Para C clause 10 and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. none of the Directors been on have A) the Board debarred enlisted of the (as in Company Table or disqualified from being appointed or continuing Directors as of the companies the by Securities and Exchange Board of India, Ministry of Corporate Affairssuch or any other Statutory Authority for the 2020. period ended on as March 31,