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Power Grid Corporation of India Ltd (POWERGRID) -BSE
233.05 -0.10 (-0.04%) 23-Jul-2021 |00:00
PREV.CLOSE OPEN PRICE HIGH(Rs) LOW(Rs) VOLUME(Rs) 52AVG.RANGE MARKET CAP(Rs.Cr) P/E Div Yield (%) Eps (Rs)
233.15 234.4 234.4 232.05 116428 251.5 - 154.65 121922.2 9.54 5.15 24.44
Directors Report

Dear Shareholders,

On behalf of the Board of Directors, it gives me immense pleasure in presenting the 31st Annual Report on the performance of the Company, together with the Audited Financial Statements for the financial year ended 31st March 2020.

The Company achieved yet another year of excellent performance, enriching the quality of lives of millions through efficient and reliable power transmission services and value creation for its stakeholders.

1. 'MAHARATNA' STATUS - A NEW IDENTITY

The Company has been conferred the 'Maharatna' CPSE Status by the Government of India on 23rd October, 2019 coinciding with the completion of 30 years of incorporation of the Company. The Maharatna status provides enhanced powers to the Board of the Company enabling the management to exercise greater financial autonomy.

Commemorating its new identity as a Maharatna, the Company adopted a new logo which reflects gesture of service to the people & nation, commitment to green energy, sustainability, stability and excellence in technology.

2. MAJOR HIGHLIGHTS OF FY 2019-20

Transmission Assets Commissioned • 4,984 circuit km (ckm.) of Extra High Voltage (EHV) transmission lines.
• 37,987 Mega Volt Ampere (MVA) transformation capacity and 3 new substations. (including 1,175 ckm. of transmission lines, 3,000 MVA transformation capacity and 1 new substation added by subsidiaries.)
Transmission System Performance • System Availability: 99.82%.
• Number of tripping per line: 0.39
Inter-Regional Power Transfer Capacity Added • 3,000 MW
Communication Network (OPGW) Added • 4,700 km
Important Projects Commissioned • 800 kV, Champa - Kurukshetra HVDC Bipole-2 (Pole-III and Pole IV) connecting Western and Northern regions.
• Green Energy Corridor (ISTS) portion.
• 11 Renewable Energy Management Centres on behalf of Government of India.
Capitalization • Rs.20,329 crore (including by subsidiaries)
Capital Investment • ^15,313 crore (including by subsidiaries)
Income and Profit Standalone:
• Total Income: ^38,317.97 crore
• Profit After Tax (PAT): ^10,811.18 crore
Consolidated:
• Total Income: ^38,670.96 crore
• PAT: ^11,059.40 crore
Telecom Revenue Rs.698.21 crore
Consultancy Revenue Rs.610.98 crore
TBCB Subsidiaries • Total Income: Rs.1,668 crore
• PAT: Rs.366 crore
• POWERGRID Southern Interconnector Transmission System Limited became fully operational
• 7 projects including 4 in ISTS and 3 in intra-State acquired
Dividend • Rs.10 per share declared for FY 2019-20 [including Rs.5.96 (interim dividend) per share paid and Rs.4.04 per share recommended for approval of shareholders].

3. FINANCIAL PERFORMANCE

The Company maintained its sound Financial Performance in FY 2019-20. The Financial Performance during FY 2019-20 as compared to the previous year 2018-19 on standalone basis is summarized below:

Description

2019-20

2018-19

Y-o-Y
t (crore) US $ (million) t (crore) US $ (million) Growth
Revenue
Transmission Charges 34,876.35 4,631.65 32,844.94 4,361.88 6.18%
Consultancy-Sale of Services 610.98 81.14 610.93 81.13 0.01%
Telecom 698.21 92.72 663.25 88.08 5.27%
Other Income 2,132.43 283.19 1,498.95 199.06 42.26%
Total Income 38,317.97 5,088.71 35,618.07 4,730.16 7.58%
Profit After Tax (PAT) 10,811.18 1,435.75 9,938.55 1,319.86 8.78%
Earnings per Share t20.67 US$ 0.27 t19.00 US$ 0.25 8.79%
Book Value per Share t123.17 US$ 1.64 t112.81 US$ 1.5 9.18%
Gross Fixed Assets 215,190.84 28,577.80 197,792.69 26,267.29 8.80%
Long Term Borrowings* 144,979.64 19,253.60 141,786.36 18,829.53 2.25%
Net Worth 64,439.69 8,557.73 59,017.14 7,837.60 9.19%
Debt Equity Ratio

69:31

71:29

-
Return on Net Worth

16.78%

16.84%

-

* Including current maturities of Long-Term Borrowings. Convenience conversion at US$ 1 = t75.3, as on 31.03.2020.

3.1. DIVIDEND PAYOUT

For FY 2019-20, the Company has proposed a final dividend of t4.04 per share in addition to t5.96 per share of interim dividend paid in March 2020 taking total dividend for the financial year 2019-20 to tlO.OO per share. The total dividend payout for the year amounts to t5,231.59 crore (including an interim dividend of t3,118.02 crore). The final dividend shall be paid after approval at the Annual General Meeting. The total payout ratio, including dividend distribution tax paid on the interim dividend, for the year was 54%.

3.2. TRANSFER TO RESERVES

For the FY 2019-20, appropriation of profit has been made as follows:

a. General Reserve: ^5,000.00 crore
b. Bonds Redemption Reserve: Rs.439.88 crore
c. Self-Insurance Reserve: Rs.262.63 crore

3.3. GOI SHAREHOLDING

During the year, the Govt. of India divested 4.03% shares through transfer of shares to exchange traded funds, resulting in GoI shareholding reducing from 55.37% at the end of FY 2018-19 to 51.34% at the end of 2019-20.

The details are as under:

Bharat 22 ETF sale in October, 2019 0.40%
CPSE ETF sale in February, 2020 3.63%
Total 4.03%

4. MOU PERFORMANCE

The Company has been rated 'Excellent' in FY 2018-19 for its performance in terms of the MoU with Ministry of Power, continuing with the consistent trend of achieving 'Excellent' rating since 1993-94, the year it signed its first MoU with Ministry of Power.

5. OPERATIONAL PERFORMANCE

5.1. ASSET MANAGEMENT

In FY 2019-20, the Company achieved 99.82% availability of transmission network with number of tripping per line contained at 0.39. As on 31st March 2020, the transmission assets owned and operated by the Company (standalone) consist of 1,225 transmission lines aggregating to 156,884 ckm., 244 substations (including 15 HVDC substations and 43 GIS substations) with 400,269 MVA of transformation capacity. The assets include more than 1,300 transformers, 14 STATCOMs and 5 Static Var Compensators (SVC), besides a number of Series Reactors and Thyristor Controlled Series Compensators (TCSC)/ Fixed Series Compensators (FSC).

As on 31st March 2020, the Company's total transmission assets including its wholly owned subsidiaries consist of 1,264 transmission lines aggregating to 163,282 ckm., 248 substations with an aggregate transformation capacity of 409,899 MVA.

Adoption of best technological tools available for asset monitoring, meticulous planning, observance of well laid procedures and commitment of our employees enabled the Company to achieve high operational performance of its mammoth and geographically wide spread asset network.

Significant key operational achievements during the year

• Six HVDC convertor transformers were overhauled and one 765 kV line reactor was repaired at site, saving both time and cost related with transportation. It was the first instance that on-site repair of the 765 kV class reactor was carried out by the Company.

• In-house protection audit of more than 120 substations.

• Aerial patrolling of 2,500 route km. of transmission lines using gimbal mounted cameras (including thermal and corona cameras).

5.2. NATIONAL TRANSMISSION ASSET MANAGEMENT CENTRE (NTAMC), MANESAR AND REGIONAL TRANSMISSION ASSET MANAGEMENT CENTRES (RTAMCS)

The Company has established NTAMC at Manesar, near Gurugram, Haryana and RTAMCs at various locations across the country, which are manned round-the-clock by experts for effective monitoring and management of assets. These state-of-the-art centres have been facilitating remote operation of the system and monitoring of various parameters on real time basis, at regional and national levels.

During the year 2019-20, twenty-four (24) substations were integrated with NTAMC for remote operation. At the end of FY 2019-20, total 234 substations are being operated remotely from these asset management centres. The Company established its eleventh RTAMC, at Bhubaneswar (Odisha) in FY 2019-20.

5.3. OPERATION & MAINTENANCE BENCHMARKING IN POWERGRID

The Company, for the past many years, has been participating in the International Transmission Operation and Maintenance Study (ITOMS), a global O&M benchmarking platform, comprising 32 leading global power transmission utilities, where it has consistently ranked among the top performing transmission companies.

The Company also undertakes internal benchmarking process on key performance indicators to evaluate operational performance on a regular basis with an objective to identify gaps, share key initiatives and identify focus areas to achieve optimum operational performance.

5.4. ADOPTION OF LATEST TECHNOLOGY

The Company has developed an in-house software tool, POWERGRID Asset Life Management System (PALMS), for improved monitoring of its fleet of transformers and reactors. At the end of FY 2019-20, nearly 1,300 transformers and 1,700 reactors are being monitored through this system and the analysis of data generated empowers asset managers with better knowledge and awareness about the assets, helping them in timely and appropriate decision making.

Further, the Company uses various technological tools for ensuring better availability of transmission lines such as aerial patrolling of transmission lines, thermo-vision scanning, corona camera, high resolution video and digital camera, android based patrolling application for live updation of data and effective monitoring of critical locations etc.

5.5. CYBER SECURITY

The Company works in close liaison with the designated statutory bodies, namely Indian Computer Emergency Response Team (CERT-In) and National Critical Information Infrastructure Protection Centre (NCIIPC). The advisories issued by these institutions from time to time are complied with and shared with other Transmission Sector utilities also.

The cyber security initiatives are led by Chief Information Security Officer (CISO) through the Information Security Department. The Corporate Office and the Regional Headquarters of the Company are certified for ISO:27001 Information Security Management System.

The Company undertakes extensive training programs for its staff and participates in programs organized by CERT-In and NCIIPC.

5.6. SAFETY

Safety is given due importance with a three-tier setup (Corporate Centre, regions and site levels) in POWERGRID for implementation of safety policy, rules and guidelines. These are monitored routinely, and learnings are widely circulated from time to time. The contractual provisions for safety are reviewed and amended to augment the safety commitment by all working agencies with their feedback. Adherence to the best industrial practice implementation is aimed at work sites.

Safety audits/ inspections, trainings, safety briefings, mock-drills are carried out for all contract workers and POWERGRID staff at various O&M and construction sites. More than 550 safety audits/ inspections, about 1000 safety-training sessions, 1100 safety briefings and 950 mock-drills were carried out during FY 2019-20. Besides above, safety day/ fortnight celebrations, involving employees and contractual workers, help in creating awareness for adherence to safety.

6. DISASTER MANAGEMENT

In the event of any natural calamity or disaster, the Company has always been at forefront to contribute in restoration of the power system as well as providing manpower and relief material in the affected areas. The Company maintains strategic spares such as Emergency Restoration Systems (ERS) to facilitate early restoration and conducts regular training through periodic mock drills.

RESTORATION WORKS DURING 'FANI' CYCLONE

In May 2019, "FANI", one of the strongest cyclones in Bay of Bengal in the last 20 years, hit the State of Odisha, which caused massive damage to power transmission/ distribution systems in the State, especially in the districts of Puri, Bhubaneswar and Cuttack.

Based upon the inputs of India Meteorological Department (IMD), the Company took preparatory steps before the onset of cyclone which helped to mitigate the impact and quickly restore the affected transmission elements. The Company also extended its full support to the transmission and distribution utilities of the State by providing men and material for early restoration of their damaged transmission and distribution network.

7. PROJECT IMPLEMENTATION

In FY 2019-20, the Company has commissioned 4,984 ckm. of EHV transmission lines, 37,987 MVA transformation capacity and 3 new substations. This includes 1,175 ckm. of EHV transmission lines, 3,000 MVA transformation capacity and 1 substation added during the year by the Company's wholly owned TBCB subsidiaries.

Further, about 4,700 km of OPGW network was added during the year to support voice and data communication with Regional Load Despatch Centres (RLDCs)/ State Load Despatch Centres (SLDCs) for effective grid management.

During the year, a number of Right-of-Way (RoW) issues were resolved successfully with the support from local bodies/state governments as well as active intervention from Ministry of Power.

7.1. MAJOR TRANSMISSION ASSETS COMMISSIONED INTER-REGIONAL LINES

• 800 kV Champa & Kurukshetra HVDC Station Bipole-2 (Pole-III and Pole-IV).

GREEN ENERGY CORRIDOR

• 765 kV Double Circuit (D/c) Bikaner - Moga (POWERGRID) line;

• 765 kV D/c Ajmer (new) - Bikaner line along with 765/400 kV Bikaner Substation;

• 400 kV D/c LILO of one circuit of Bhadla (RVPN) - Bikaner (RVPN) line at Bikaner (New);

• Augmentation at 765/400/220 kV Bhuj Substation.

TRANSMISSION SYSTEM ASSOCIATED WITH ULTRA MEGA SOLAR PARKS

• 765 kV D/c Bhadla - Bikaner line along with 765/400/220 kV Bhadla Substation;

• 400 kV D/c Bhadla (POWERGRID) - Bhadla (RVPN) line;

• 400 kV D/c Hiriyur - Mysore line circuit-I.

TRANSMISSION SYSTEM FOR STRENGTHENING OF SOUTHERN REGION GRID

• 765 kV D/c Vemagiri - Chilkaluripeta line(TBCB);

• 765 kV D/c Chilkaluripeta - Cudappah line along with 765/400 kV Chilkaluripeta Substation(TBCB);

• 400 kV D/c Chilkaluripeta - Narasaraopeta line(TBCB);

• 400 kV D/c Edamon (KSEB) - Muvattupuzha (POWERGRID) line;

• 400 kV D/c Madhugiri - Yelahanka (Quad) line.

OTHER IMPORTANT TRANSMISSION LINES

• 400 kV Single Circuit (S/c) Singrauli - Allahabad line;

• 400 kV D/c Nabinagar II - Patna (Quad) line;

• 400 kV S/c New Purnea - Gokarna & 400 kV S/c New Purnea - Farakka lines (both are sections of 400 kV D/c Rajarhat - Purnea line along with 1x500 MVA (ICT-II) at 400/220 kV Rajarhat Substation;

• 400 kV S/c LILO of Lonikhand (MSEB) - Kalwa (MSEB) line at Navi Mumbai along with 400/220 kV Navi Mumbai GIS substation;

• 220 kV D/c Kishanganga - Wagoora line;

• Re-conductoring of 220 kV D/c New Purnea - Purnea line with HTLS conductor.

8. CAPITAL INVESTMENT, FUND MOBILIZATION & NEW PROJECTS

During the year, the Company made a capital investment of ^15,313 crore on consolidated basis. To finance this investment, the Company mobilised Rs.6,391 crore through bonds & term loans, Rs.3,935 crore through External Commercial Borrowings (ECB)/ Suppliers' Credit, Rs.4,682 crore from Internal Resources and Rs.305 crore through grants received from Power System Development Fund & from Central Financial Assistance (Ministry of New and Renewable Energy).

During the year, investment approvals for transmission projects under regulated tariff mechanism worth about Rs.3,986 crore have been accorded. Further, the Company also acquired projects estimated at Rs.6,600 crore under TBCB mechanism during FY 2019-20.

9. SUBSIDIARIES ACQUIRED THROUGH TARIFF BASED COMPETITIVE BIDDING (TBCB)

Since 2011, the Company has been participating in the TBCB process mandated by GoI for allocating transmission projects. The projects so acquired are housed in project-specific wholly owned subsidiaries of the Company.

During the year, the Company emerged successful in 7 projects, which included four (4) ISTS projects associated with renewable energy and 3 intra-State projects.

As on 31st March 2020, eight subsidiaries were operational with total transmission assets comprising 39 transmission lines with 6,398 ckm. and 4 substations with aggregate transformation capacity of 9,630 MVA.

Cumulatively, the Company, at the end of FY 2019-20, owned 20 TBCB subsidiaries, the details of which are provided in the Management Discussion & Analysis Report (MDAR).

10. COMMERCIAL HIGHLIGHTS

As per the CERC (Sharing of Inter-State Transmission Charges and Losses) Regulations 2010, POWERGRID, as the Central Transmission Utility (CTU), has been entrusted with the responsibility of billing & collecting transmission charges on behalf of all ISTS licensees in the country and disbursing to them. The Company is fulfilling the assigned responsibilities effectively and achieved remarkable collection efficiency of 100% for FY 2019-20.

CERC's Tariff Regulations, 2019 for the tariff block 2019-24, came into effect from 2019-20. Accordingly, the Company has submitted all true-up petitions corresponding to orders received for the 2014-19 period within the timelines given by CERC.

11. STRENGTHENING OF NATIONAL GRID AND CROSS BODER INTERCONNECTIONS

11.1. INTER - REGIONAL POWER TRANSMISSION CAPACITY

In FY 2019-20, 800 kV Champa - Kurukshetra HVDC Bipole-2 (Pole-III and Pole-IV) was commissioned, enhancing inter-regional power transfer capacity of the National Grid by 3,000 MW.

Cumulatively, the inter-regional power transfer capacity of the transmission assets belonging to the Company was 87,090 MW, as on 31st March 2020 and cumulative inter-regional power transfer capacity of the National Grid was 102,050 MW as on 31st March 2020.

11.2. CROSS-BORDER INTERCONNECTIONS

In FY 2019-20, power transfer from Mangdhechu HEP in Bhutan to India was facilitated through Mangdhechu - Jigmeling - Alipurduar 400 kV D/c line (via Punatsangchu). This has enhanced cumulative power transfer capacity through cross-border interconnections with neighbouring countries to about 3,830 MW (with Bhutan, Bangladesh, Nepal and Myanmar).

In addition to above, following high capacity 400 kV and 765 kV cross-border interconnections are under implementation:

INTERCONNECTIONS WITH NEPAL:

• Operation of Muzaffarpur - Dhalkebar 400 kV D/c link at 400 kV (presently operated at 220 kV level);

• 400 kV D/c (Quad) Gorakhpur (India) - New Butwal (Nepal) transmission line;

INTERCONNECTIONS WITH BHUTAN

• Jigmeling (Bhutan) - Alipurduar (India) 400 kV D/c (Quad) transmission line.

INTERCONNECTIONS WITH BANGLADESH

• Second 400 kV D/c Baharampur - Bheramara transmission line.

12. INTEGRATION OF RENEWABELE ENERGY (RE), CONNECTIVITY, LONG TERM ACCESS (LTA) & MEDIUM TERM OPEN ACCESS (MTOA)

The Company, as the Central Transmission Utility (CTU) and in consultation with various stakeholders, has evolved a comprehensive transmission scheme for grid integration of various Renewable Energy Zones (66.5 GW) in the country. These transmission schemes are being taken up for implementation in a progressive manner.

The Company, as the CTU, is also the nodal agency for processing & grant of Connectivity, Long Term Access (LTA) and Medium-Term Open Access (MTOA) to various applicants.

During FY 2019-20, CTU has granted Connectivity to 131 eligible applicants for a quantum of about 42,796 MW (cumulative 580 applicants for a quantum of about 229,400 MW by March 2020) and LTOA/LTA to 38 applications for a quantum of about 9,614 MW (cumulative 275 applications for a quantum of about 114,700 MW by March 2020). Also, based on available margins in the transmission capacity, MTOA has also been granted to 13 applications for a total quantum of about 1,795 MW (cumulative 151 applications for a total quantum of about 16,300 MW by March 2020).

The plans for separation of CTU functions from the Company has been discussed in the Management Discussion and Analysis section placed at Annexure-I of this Report.

13. OTHER BUSINESSES

13.1. TELECOM BUSINESS- 'POWERTEL'

The Company is leveraging its country-wide transmission infrastructure for its telecom business under the brand name 'POWERTEL'. The Company is providing a range of services under its Unified License as National Long Distance (NLD) and Internet Service Provider - Category 'A' (ISP-'A") service authorizations. To increase its network reach for business opportunities, the Company is also partnering with last mile connectivity providers, transmission utilities and state electricity utilities for RoW, fiber leasing, etc. The Company has a strong portfolio of clients in diverse businesses including Central and State Governments, CPSEs, private sector entities, global and domestic IT companies etc.

Apart from point-to-point leased line bandwidth services, internet services, the Company is also catering to customers in the enterprise segment by providing Virtual Private Networks (VPN) upto 10 Gbps connectivity on its Multi-Protocol Label Switching (MPLS) cloud.

During the year 2019-20, the Company's telecom network coverage increased to 66,922 km from 60,990 km at the end of previous year and the telecom backbone availability for the year was 99.97%. The Company extended support to its clients during the Covid-19 lockdown period by ensuring quick response to their upgradation and other customer service requests.

With a view to capitalise on Govt.'s thrust on increased usage of its Government e-Marketplace (GeM) portal by government entities, for procurement of goods and services, the Company, during the year, registered itself as a 'Seller' on the GeM portal for its telecom services. This is expected to open a new sales channel and provide a wider reach for our services.

The Company is exploring new businesses like use of transmission towers for telecom purposes by providing power to the telecom antennae and setting up of Data Centres. Further, with a vision to directly serve neighbouring countries with reliable connectivity, POWERGRID has applied to the Department of Telecommunication (DoT) for grant of ILD service authorization in its existing Unified License.

During the year, the Company has initiated the process of incorporation of a wholly owned subsidiary company for Telecom business.

BHARAT NET

The Company is one of the implementing agencies for 'Bharat Net' Phase-I project envisaged to provide broadband connectivity to Gram Panchayats (GPs), thus making valuable contribution to the initiatives of the Govt. of India for Digital India.

The Company has laid OFC for 10,590 GPs by the end of FY 2019-20, out of 10,838 GPs allotted to the Company by Bharat Broadband Network Limited (BBNL) under Phase-I. The scope of work is spread across 39 districts in 5 states viz., Andhra Pradesh, Telangana, Himachal Pradesh, Jharkhand & Odisha.

13.2. CONSULTING SERVICES

Owing to its rich experience in project management as well as technical capabilities earned through implementation of large and complex power transmission projects, sub-transmission system, distribution management, load dispatch & communications, in India and abroad, the Company has established itself as a reputed power transmission and distribution consultant. The Company is providing its services as consultant/ training partner to various agencies within as well as outside the country.

DOMESTIC MARKET

The Company, in FY 2019-20, successfully carried out electrification of Pune-Shindwane and Miraj-Kolhapur sections under the Railway Electrification assignments of the Indian Railways. During the year, the Company also commissioned three transmission lines (220 kV & 132 kV) and one 220/132 kV substation for Jharkhand Urja Sancharan Nigam Limited.

The Company, as a Consultant on behalf of Govt. of India, is implementing two important projects for strengthening of the IntraState Transmission and Distribution Systems (33 kV and above) namely 'North Eastern Region Power System Improvement Project (NERPSIP)', which is funded by The World Bank & Govt. of India on 50:50 basis for six (6) States (Assam, Manipur, Meghalaya, Mizoram, Tripura and Nagaland) and 'Comprehensive Scheme for strengthening of Transmission & Distribution in Arunachal Pradesh and Sikkim', which is a GoI funded project.

Further, the Company bagged 39 new consultancy assignments in FY 2019-20. Major consultancy assignments received during the year include:

• Project management consultancy services to Rewa Ultra Mega Solar Limited (RUMSL) for implementation of transmission system related to solar parks in various districts of Madhya Pradesh;

• Consultancy services to Tripura State Electricity Corporation Ltd (TSECL) for upgradation of 132 kV substation to 400kV level;

• Detailed Engineering & Project Management Consultancy Services to Maharashtra State Electricity Transmission Corporation Ltd. (MSETCL) for works related to 500 kV Chandrapur-Padghe HVDC link;

• Consultancy services to UPPTCL for Construction of 2 nos. 400 kV bays.

Further, an MoU has been signed with NHPC Limited for turnkey execution of dedicated transmission lines/construction of power supply lines for their ongoing and upcoming generation projects on consultancy basis.

INTERNATIONAL MARKET

In FY 2019-20, the Company successfully completed Consultancy Services for Design, Engineering and Construction supervision of 400 kV Transmission line associated with Punatsangchhu-I & II Hydro Electric Project in Bhutan.

During the year, the Company secured eight new consultancy assignments, which include Project Management Consultancy Services for 132 kV Transmission System in Uganda, consultancy services for engineering and environmental study of three transmission systems in Nepal, consultancy services for transmission planning and projects preparatory studies in Bangladesh, consultancy services for training of graduate engineers of Kenya Electricity Transmission Company (KETRACO) etc. By securing its first ever assignment in Uganda, the Company extended its footprints to 21 countries outside India.

During the year, the Company signed a co-operation agreement with Africa50, an infrastructure investment platform contributing to Africa's growth. The agreement aims the development of transmission infrastructure in Kenya on public-private partnership model through a joint venture in which POWERGRID shall have equity stakes.

The Company has opened its first international office in Nepal for better management and execution of various on-going consultancy assignments and exploring future business prospects.

13.3. ENERGY MANAGEMENT

The Company is a BEE Grade-I Energy Service Company (ESCO) for investing /implementing energy efficiency projects and has a large pool of certified energy auditors/energy managers who are well qualified to offer energy efficiency solutions. Realising the significance of energy saving aspect of sustainable development and the potential available, the Company is pursuing business opportunities in energy saving by way of conducting energy audits and implementation of Energy Efficiency & Sustainable development projects in various Govt. as well as private agencies, e.g. industries, institutions, commercial establishments, State Transmission Utilities, etc.

During the year, the Company signed MoUs with IIT, Roorkee for making its three campuses energy-efficient and for installing an on-campus Waste-to-Energy Plant. The Company also signed MoUs with NIT, Warangal and Energy Management Centre, Kerala to provide sustainable energy solutions.

13.4. SMART TRANSMISSION

The Company is implementing Wide Area Measurement System (WAMS) based Unified Real Time Dynamic State Measurement (URTDSM) project for Smart Transmission. Cumulatively 1,379 Phasor Measurement Units (PMUs) for 329 stations and 31 Phasor Data Concentrators (PDCs) (for NLDC, NTAMC, all RLDCs and 24 SLDCs) have been commissioned by the Company, till 31st March 2020.

The system facilitates synchronous measurement of real time grid parameters across the geographically widely spread grid with very fast data transfer to control centres. The Phasor data would be effective in reliable, secure and economical grid operation.

13.5. RENEWABLE ENERGY MANAGEMENT CENTRES

To enable forecasting and scheduling of renewable resources and efficient management of intermittent & variable renewable generation, the Company, was entrusted by Govt. of India, to establish Renewable Energy Management Centres (REMCs). All eleven REMCs, co-located with 7 State Load Dispatch Centers (Tamil Nadu, Karnataka, Andhra Pradesh, Maharashtra, Madhya Pradesh, Gujarat & Rajasthan), 3 Regional Load Dispatch Centers (Bengaluru, Mumbai & New Delhi) and NLDC, New Delhi were commissioned during the year.

During the year, Ministry of Power, Govt. of India entrusted the Company with the responsibility of establishing an REMC in Telangana and an Energy Management Centre in South Andaman.

13.6. EV CHARGING INFRASTRUCTURE

The Company is promoting e-mobility by adopting Electric Vehicles(EV) for its own use and by installing fast EV charging stations across the country.

During the year, the Company set up three more EV fast-charging stations at Hyderabad, taking the total count to four such stations in the city. The Company has also tied up with an Oil & Gas CPSE for installation of EV fast charging stations at its retail outlets and first such station became operational at Kochi. Installation of fast chargers at Ahmedabad, Bengaluru, Delhi, Gurgaon and Kozhikode is under progress. Further, with the support from Faster Adoption and Manufacturing of Hybrid and Electric Vehicles (FAME) scheme of Govt. of India for e-mobility promotion, the Company is in the process of establishing charging stations at Shillong.

14. QUALITY MANAGEMENT

The Company has developed and maintained systems & procedures aligned with Integrated Management System as per Publicly Available Specification, PAS 99:2012 integrating requirements of ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environment Management System) and OHSAS 45001:2018 (Occupational Health & Safety Management System).

The Company has been re-certified for Integrated Management System, after audits by the third party. Systems were also audited for maintenance of Social Accountability Standard, SA: 8000, Energy Management Systems as per ISO: 50001 and Information Security Management Systems as per ISO:27001.

Further, the contract conditions require contractors to submit a quality assurance programme, aligned to ISO requirements.

Around 19,000 inspection calls were received & attended during the year.

Some of the measures taken for system improvement to ease the process and enable timely actions are as below:

• Use of IT enabled services for processing of quality & inspection management in paper-less mode;

• System generated automatic call allocation to inspection offices and inspection engineers for better efficiency & more transparency;

• Use of Digital Signatures for Inspection and Dispatch Clearance Certificates;

• Process Audits of manufacturing units as per standardized guidelines to move towards zero product inspection of manufacturing units;

• Sensitising Micro, Small & Medium Enterprises (MSME) for Zero Defect Zero-Effect program, which requires products to have no defects and process has zero adverse environmental & ecological effects.

15. TECHNOLOGY DEVELOPMENT

The Company gives priority to technology development activities with potential for societal, environmental and national benefits.

Over the years, POWERGRID has conducted feasibility analysis of several technologies, carried out application research through field testing and deployed them in the transmission system, as per requirement.

During the year, POWERGRID has developed and tested pole structures for 220 kV, 320 kV HVDC, 400 kV and 765 kV voltage levels for use in areas having severe RoW constraints. Further, POWERGRID Asset Life Management System (PALMS), an asset health indexing system, has been developed in-house to assess the condition and rank the health of power transformers and reactors.

The state-of-the-art POWERGRID Advanced Research and Technology Centre (PARTeC) of the Company has added new clients, including first international client, for its testing services. The Company aims to develop PARTeC into a preferred destination for various testing services for equipment suppliers and utilities.

16. FOCUS ON DIGITIZATION

The Company's continuous endeavour towards digitization of processes and paperless office were quite helpful in improving efficiency and also facilitating work from home during the prevalent COVID-19 conditions. Apart from ERP, e-Office and online web-streaming facility which were already in place, following features have been added during the year:

• ERP solution for issuing Factory Inspection certificates with digital signatures;

• Integration of POWERGRID ERP system with GeM (Government e-Market Place) Portal for data transfer related to online procurement and payment processes;

• Integration of ERP system with other portals to enhance the speed and efficiency of services availed from various third-party platforms;

• Video conferencing facility for employees to have meetings remotely from anywhere across the country;

• Paperless processing of employee claims and reimbursements through the ERP system; and

• Integration of software for automation of engineering drawings approval processes through online.

17. CONTRIBUTION TO GOVT. OF INDIA SCHEMES

RURAL ELECTRIFICATION (RE) WORKS UNDER DEENDAYAL UPADHYAYA GRAM JYOTI YOJANA (DDUGJY)/ PMDP- RURAL UNDER PMDP-2015

The Company has been playing a significant role in carrying out the distribution reforms in various parts of the country as well as strengthening of transmission system of J&K under flagship schemes of Govt. of India.

The Company is presently carrying out village electrification works in UTs of J&K and Ladakh, whereas works are nearing completion in the State of Odisha.

Also, the Company is carrying out intra-State sub-transmission works in UT of J&K at 220/132 kV voltage level under PMDP-2015.

18. PARTICIPATION IN GOVT. OF INDIA INITIATIVES

18.1. PROMOTION OF 'MAKE IN INDIA'

POWERGRID encourages foreign manufacturers to set-up facilities in India and promoting the Make in India initiative of the Government. With POWERGRID's efforts, new plants and facilities have been set-up in India over the past few years by a number of foreign manufacturers for equipment like GIS, transformers, reactors, STATCOM, OPGW, etc.

POWERGRID organises 'Vendor Development Programs' for MSMEs to encourage them and be its partners in development of transmission system. POWERGRID also promotes existing vendors to upgrade their equipment to higher voltage level & cover more items to increase vendor base.

18.2. PROMOTION OF MICRO, SMALL AND MEDIUM ENTERPRISES (MSME)

In line with Govt. of India directives for promotion of MSMEs, the Company has been complying with the guidelines issued by the Government from time to time. The Company is registered on all the three(03) available Trade Receivable e-Discounting System (TReDS) platforms of (i) Receivable Exchange of India Limited (RXIL) (A NSE - SIDBI JV), (ii) Mynd Solutions Private Ltd (Mlxchange) and (iii) A TREDS Ltd. (Invoicemart). Trade Receivables Discounting System (TReDS) is the platform for facilitating the financing of trade receivables from corporate and other buyers, including Government Departments and Public Sector Undertakings (PSUs), through multiple financiers. The Company is continuously pursuing with its MSMEs suppliers to get themselves on-boarded on TReDS Platforms, for which detailed guidelines have been provided on POWERGRID's website www. powergridindia.com.

Suitable provisions have already been incorporated in the bidding documents of POWERGRID for procurement of various products and services rendered by Micro and Small Enterprises (MSEs) in line with the Public Procurement Policy of the Government of India. The Company has achieved the target of mandatory procurement of 25% out of total annual purchases of products and services

rendered by Micro and Small Enterprises in line with Public Procurement Policy (Order 2012) read in conjunction with its amendment in November 2018. In terms of the said policy, the total eligible value of annual procurement of goods produced and services rendered by MSEs (including MSEs owned by SC/ ST and women entrepreneurs) during financial year 2019-20 was Rs.1,523 crore. The total procurement from MSEs (including MSEs owned by SC/ST and women entrepreneurs) was Rs.562 crore (36.9%).

Further, to encourage and develop MSME manufacturers for supply of innovative & quality products, MSME vendor development programs were conducted during the year at various locations across the Country, wherein presentations were made and discussions were held with a number of MSME manufacturers, keeping special focus on MSME owned by SC/ ST and women entrepreneurs. A number of MSME have been developed as sub-vendors and approved for supply of components for various equipment.

19. SUSTAINABLE GROWTH

19.1. ENVIRONMENT AND SOCIAL MANAGEMENT

Transmission projects are considered by and large environmentally benign due to the fact that disposal of any pollutants/ waste in various environmental matrices, i.e. air, water or soil is not involved. However, POWERGRID being a responsible corporate entity addresses any residual environmental or social impacts associated with its business following the cardinal principles of Avoidance, Minimization and Mitigation as outlined in its Environmental and Social Policy & Procedure (ESPP). In doing so, the Company leverages the role of technology by not only adopting the existing modern technological tools and technologies developed in different parts of the world but also emphasizes on in-house research.

The ESPP is applauded by the multilateral funding agencies like The World Bank & Asian Development Bank (ADB) and applied uniformly for all projects across the country.

The Company is also a leader in Sustainability Reporting following internationally accepted Global Reporting Initiative's (GRI) guidelines. Its latest report has mapped UN Sustainable Development Goals (SDGs) to POWERGRID activity and operating goals. Out of 17 SDGs, its activities are aligned with 11 SDGs.

Recognizing the importance of solar power in combating climate change, the Company has been installing solar street lighting and Solar PV systems in its substation premises and other establishments. It has installed about 6 MWp Rooftop Solar PV systems covering more than 65 locations, which are cumulatively generating about 8 million units of electricity annually, thereby reducing CO2 emission of approx. 8000 MT per year. Further, process for establishment of additional 5 MWp Rooftop Solar PV systems is in progress.

The Company's other initiatives in the areas of environment and sustainable development are detailed in the Management Discussion & Analysis Report.

19.2. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company undertakes its CSR activities for social and economic development of communities through initiatives in areas of rural development, education, skill development, health & sanitation and other areas of national importance. The projects are conceived in consultation with the stakeholders, primarily in the vicinity of its area of operations. The Company has been recognised and applauded for its CSR initiatives by Government of India and various other entities.

During FY 2019-20, the Company received National CSR Award by Hon'ble President of India under the category Corporate Award for Excellence in CSR.

The Company spent Rs.346.21 crore under CSR and sanctioned 178 projects amounting to Rs.373 crore. It has contributed Rs.130 crore to PM CARES Fund in 2019-20. The project-wise details are given at Annexure-XI of this Report.

In order to take care of the less privileged in the fight against Corona virus, the Company also committed Rs.70 crore to PM CARES Fund, which was released in April 2020. The Company's employees also contributed Rs.2.48 crore to PM CARES Fund to extend their support to the fight against COVID-19.

For the benefit of marginalized and weaker sections of the population, the Company is leveraging its project management capabilities to implement large scale CSR projects. Company's flagship initiative of constructing "POWERGRID Vishram Sadans" in Government Hospitals in major cities is a conscious move towards this direction. The POWERGRID Vishram Sadan at AIIMS (New Delhi), IGIMS(Patna) and KGMU, Phase-I (Lucknow) are already functional. Other POWERGRID Vishram Sadans are under construction at KGMU, Phase-II (Lucknow), GMC (Guwahati), RIMS (Ranchi), DMCH (Darbhanga), NIMHANS (Bengaluru), SSGH (Vadodara) and MKCG (Behrampur). These patient-support infrastructure projects are likely to be completed within next two years and are expected to provide relief to the patients undertaking treatment in these hospitals and their attendants.

After the successful implementation of a project for Improving Rural Livelihood through Farmer-Centric Integrated Watershed Management projects at Kurnool (Andhra Pradesh) and Vijayapura (Karnataka), which is bringing in transformational changes in the lives of the rural population, the Company has taken up a similar project at Kalahandi (Odisha).

19.3. CITIZEN'S CHARTER

Citizen's Charter has been formulated for the Company providing a visible front of its Vision, Mission and Objectives. The Citizens' Charter consisting of company profile, commitments, expectations from citizens, Integrated Management Policy, services offered, values and standards of services, access to information and grievance redressal is available on the Company's website.

19.4. SKILL DEVELOPMENT

For overall skill development in the country particularly in the area of Power Transmission Line Construction, Capacity Building Programmes are being conducted with the help of Transmission Line construction contractors. The Company is also planning to set up two ITIs, one at Piprauli (Gorakhpur, Uttar Pradesh) and another at Perumbakkam (Kanchipuram, Tamil Nadu).

20. PEOPLE: OUR CORE STRENGTH

The Company firmly believes that employee growth and organizational growth are interdependent, it has always recognised its employees as its core strength and made every effort to build a culture of mutual respect and trust. This has been accomplished through formulation of a well-articulated talent management and learning & development system within the organization.

As on March 31, 2020, the employee strength of the Company stood at 8,990 as against 9,255 on March 31, 2019, which is exclusive of the employees on contract.

The women constituted 7.5% of its total workforce as on March 31, 2020.

The persistent efforts of its motivated employees over the years have led to consistently high productivity levels, which is demonstrated through increased per employee financial and operational parameters.

20.1. HUMAN RESOURCE DEVELOPMENT

POWERGRID Academy of Leadership (PAL), established by the Company at Manesar imparts a wide range of trainings to not only its employees but to external stakeholders also.

During 2019-20, more than 850 training and development programs were organised by the Company at PAL and other Employee Development Centres in the regions, other premium educational institutes and centres of learning in India and abroad. The range of imparted trainings include induction program to Executive Trainees besides hands-on, managerial, behavioural trainings to employees and customized programs for external agencies.

Leveraging its people's capabilities and infrastructure available at PAL for capacity development of sector, training programs are also conducted by the Company for employees of other National and International power utilities on consultancy basis. In FY 201920, training program were conducted for our domestic clients including State and other utilities. Apart from this, training has also been imparted to employees of overseas clients including for the POWERGRID Company of Bangladesh Ltd. (PGCB) and Kenya Electricity Transmission Company Limited (KETRACO).

The other specific HRD initiatives taken by the Company during the year include:

• The Company has devised Human Resource Development Action Plan for the year 2019-20 based on Organizational Need Analysis (ONA) and Competency based Training Needs Assessment (CTNA). The Company has been able to link the Individual Development Plans (IDP) of employees as per the business requirement, which helps the organization to keep updating the competencies of employees to meet current and future requirements.

• The Company as a part of its leadership development initiative conducted competency-based assessment at Assessment Development Centre (ADC) workshops for more than 500 executives, wherein each participant was provided with a detailed feedback covering short term/long term action plan.

• The Company has taken initiatives to build the technical and managerial competencies of employees for higher positions through e-learning as under:

• Tie-up with Harvard Business School for Harvard Mentor Management program on Behavioural/Leadership/ Management.

• Launch of "PraGyan" POWERGRID e-learning portal.

• MoU with IIT Madras for technical and managerial courses under National Programme for Technology Enhanced Learning (NPTEL).

• Committed to the cause of gender diversity and to create an equal opportunity workplace, the Company has undertaken various initiatives towards empowerment of women at workplace, as under:

• Professional circle for women employees as a part of community of practices.

• Leadership development and Mentorship programs.

• Promotion of Women Empowerment and Rights (POWER) workshops on Health & Wellness, Empowerment of women employees, Parenting, Work-life balance.

• Train the women trainers in the Company

• The Company conducted an Organization Climate Survey on employee satisfaction, employee engagement and service quality, through third party, as a part of organization diagnosis studies.

• During the year, the Company was recognized as a Registered Education Provider (REP) by PMI, USA, a first for any CPSE in the country.

20.2. EMPLOYEE WELFARE

Keeping in view the industry trends and changing needs of employees, the Company updates its various policies and processes from time to time. In line with this, the Company, during the year, introduced a Sabbatical Scheme for its executives, Scheme for Corporate sponsorship for higher studies and paperless processing of employee claims.

Issues related to workmen are successfully addressed through the National and Regional Bipartite Committee (PNBC/PRBC), a joint consultative forum comprising management and elected workmen representatives.

The Company participated in the Inter-CPSU Sports meets organised under the aegis of Power Sports Control Board. POWERGRID team has emerged winners in Table Tennis, Cricket, Badminton (men & women). Also, Intra & Inter-regional Sports Competitions were organised for Cricket, Badminton, Volleyball, Athletics, Kabaddi, Football, Chess, Carrom, Table Tennis, Bridge etc.

To create harmony and promote healthy community living among employees, cultural programmes and recreational activities like, Kavi Sammelans, Nukkad Nataks, Plays etc. are conducted periodically. Besides this, various festivals and occasions like Diwali, Holi, New Year, Raising Day etc. are celebrated.

20.3. GRIEVANCE REDRESSAL

The Company promptly redresses the grievances of its employees within the broad parameters of guidelines enumerated by Govt. of India and policy framework. For the same, an 'Employee Grievance Portal' has been created. The Company has designated nodal officers at corporate & regional offices for systematic & prompt redressal of the grievances within stipulated time frames.

20.4. ENSURING SOCIAL JUSTICE

A separate cell is in place to look after and safeguard the statutory provisions for SC/ ST/ OBC & Persons with Disabilities (PwD) categories of employees. The reservation cell assists the Liaison Officer who looks after the welfare & safeguard of SC/ St/ OBC & PwD employees. Liaison Officer also ensures that there is no discrimination on the basis of caste, religion & disabilities amongst the employees. To ensure effective discharge of duties by liaison officers across all establishments of POWERGRID, separate liaison officer for each region has been nominated. The Company implements all directives and guidelines with regard to reservation policy issued by Government of India. Annual inspection is also conducted to ensure implementation of directives issued by Govt. of India. Periodic meeting is also held with representative of the association of SC/ ST & OBC to resolve issues, if any.

The Company continuously strives to make the workplace, safe and better, for its women employee, with its policy interventions and learning & development initiatives. The Company has taken several initiatives towards ensuring an empowering work environment for women employees.

Some initiatives taken during last year include development of professional circles for women employees, leadership development and mentorship programmes, counselling facility, etc. The Company has also taken several administration-related issues to support women employees such as 'Skip-the-queue in cafeteria' and earmarked parking slots for expecting mothers at Corporate Centre, installation/ provision of sanitary pad dispensers in restrooms, etc.

20.5. TAKING CARE OF OUR VETERANS

The Company strives to take good care of its superannuated employees through its comprehensive Post-Retirement Medical Benefits Scheme. During last year, the various processes linked to availing the benefits were made online, thereby simplifying them for our seniors. The Company has also launched an android-based application, POWER SETU for the superannuated employees.

21. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has Internal Complaint Committees (ICC), in place, to redress complaints regarding sexual harassment in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibitions and Redressal) Act, 2013, and rules made thereunder. Further, in order to create awareness regarding female employees' rights, exclusive training/workshop programs on law relating to sexual harassment, women empowerment and development, including programs on gender sensitization are organized. There was no complaint of sexual harassment during the year.

22. IMPLEMENTATION OF OFFICIAL LANGUAGE (RAJBHASHA)

The Company has made every effort to integrate and promote use of Rajbhasha Hindi in its work places at all levels to pursue Govt. of India's Rajbhasha policy.

Activities such as Anuvaad Abhyaas Karyakram (translation practice programs), workshops, trainings, motivational programmes are organized at every unit of the Company. Trainings are being imparted to enhance the working knowledge in Hindi on computers. To motivate and bring about a change in the mindset of employees for working in Hindi, lectures on heritage, social and cultural concerns are also being delivered by eminent scholars on regular basis. Hindi classes are also being organized for non-Hindi speaking employees through Hindi Teaching Scheme.

To publicize Hindi, various activities are undertaken such as Akhil Bhartiya Rajbhasha Sammelans and technical conferences in Hindi, Kavi Sammelans (Poetry sessions), Plays, publication of Hindi Magazine 'GRID DARPAN', publication of monthly articles in Hindi via emails etc. Also, various competitions throughout the year with special emphasis during Hindi Pakhwada, Swachchhta Pakhwada etc. along with departmental meetings as well as Official Language Implementation Committee (OLIC) meetings are being conducted. The Company has established one of the best Hindi libraries among Public Sectors where popular/literary magazines and newspapers have been made available for the employees.

Incentive schemes for employees working in Hindi have been implemented as per the Government guidelines. Also, various awards and rewards schemes have been introduced to encourage employees to actively participate in promotion of Hindi, by giving articles/write-ups for in-house magazines, reading library books etc.

During the year 2019-20, the Company has been applauded in several fora for its effort in promoting Hindi. Various awards were given by different Town Official Language Implementation Committees (TOLIC) under the aegis of Department of Official Language, Ministry of Home Affairs, Government of India for excellent implementation of Official Language. The Company's efforts were also applauded during various inspections and discussions done by Hon'ble Committee of Parliament on Official Language on different occasions.

23. STAKEHOLDER ENGAGEMENT

Regular interactions between management, analysts and other stakeholders have been instrumental in enhancing the Company's image of a transparent Corporate. For internal stakeholders, communication streams such as e-magazines like 'Communique' and 'CUE'; display magazine 'LOUNGE' and quarterly magazines published by regional offices regularly apprise the employees about the developments, achievements, events, and also the viewpoints of management.

To showcase its achievements in power transmission business by taking new initiatives, its inclination towards adoption of latest technologies in operation as well as project construction and to present the roadmap about its future plans, the Company regularly organises, sponsors and participates in various national and international exhibitions and conferences. Major events during 2019-20, are as below:

• Hosted the 6th International Exhibition and Conference, GRIDTECH-2019. It was inaugurated by Hon'ble Vice President of India.

• Participated as the sole sponsor in a power transmission conference in South Africa in February 2020, as part of increasing its

global outreach. The conference was attended by more than 81 representatives from 14 countries.

• Participated in the 24th World Energy Congress and the Exhibition held at Abu Dhabi in September 2019.

• Organized a conference of Chief Information Security Officers (CISOs) in Power Transmission Sector.

24. GOVERNANCE

24.1. RIGHT TO INFORMATION

The Company has an appropriate mechanism to provide information to the citizens of the country in accordance with the 'Right to Information Act, 2005'. Public Information Officers and Appellate Authorities have been designated at Corporate Centre and Regional Head Quarters and other offices under the provisions of the Act.

The Company has a web based online RTI portal which is envisaged to facilitate timely reply of RTI/Appeal to applicant by real time monitoring of all RTIs/ Appeals. The portal also facilitates in generation of various RTI reports as per requirement of CIC, Vigilance & internal consumption and to analyze measures of system / processes improvements as and when required. The portal also facilitates all concerned to access / share important information, replies and latest RTI circulars and guidelines.

In FY 2019-20, around 1200 nos. of RTI applications were received in the Company and processed as per the RTI Act 2005. Training programmes/awareness sessions for the Company's CPIOs/PIOs/Appellate Authorities were organised for sensitization about their role in implementation of the RTI Act.

24.2. COMMITMENT TO TRANSPARENCY & VIGILANCE FUNCTION

Recognizing the importance of good governance and corporate ethics, the Company advocates the principles of Transparency, Probity and Ethics in its management functioning. The Vigilance Department of the Company functions as an integral part of the management. The department ensures that best ethical practices are followed in the organization.

EMPHASIS ON PREVENTIVE VIGILANCE

The Vigilance Department performs preventive as well as punitive functions to strengthen the organizational process and to minimize the malpractices in various systems and activities of the organization with an emphasis on preventive vigilance focussing on the right type of systems or need for re-engineering, proactive approach aimed at identification of opportunities and taking action against potential threats.

During the FY 2019-20, 56 surprise inspections, 34 process-on-line inspections and 25 Chief Technical Examiner (CTE) Type inspections were conducted. Pursuant to Vigilance inspections and observations/ recommendations, a number of system improvements in various functions of the organisations have been implemented. Various HR policies including CDA Rules have been revised to increase transparency and implementability and the process for identification of sensitive posts has been strengthened.

PREVENTIVE VIGILANCE WORKSHOPS AS PART OF CAPACITY BUILDING

As part of Capacity Building, Workshops on Preventive Vigilance were conducted at the Corporate Centre as well as at various regions of the Company.

During the FY 2019-20, thirteen (13) Preventive Vigilance Workshops, were conducted for 390 non-vigilance personnel. These workshops inter-alia cover contracts management, provisions of CDA Rules, compliances of rules and policies, common irregularities, deliberation of case studies based on real cases, quality aspects as well as Ethics Management which enables the employees to identify and deal with ethical dilemma.

VIGILANCE AWARENESS

In pursuance of the directions of Central Vigilance Commission, the Vigilance Awareness Week 2019 was observed by POWERGRID in all its offices across the Country from 28.10.2019 to 02.11.2019 in line with the theme for this year "Integrity- A way of life".

Vigilance Awareness Week was celebrated with great enthusiasm and fervour across all offices in India and abroad along with the management, its employees and their family members.

The Week commenced with the Integrity Pledge in Corporate Office and across all offices of the Company and was extended to all the stakeholders. To sensitize the next-gen to the ethical values, a number of activities were organized in more than 700 schools and colleges involving more than 50,000 students.

Walkathons were conducted in around 300 establishments wherein the employees along with their families participated holding placards on integrity, honesty etc. Nukkad Natak with the theme of integrity and transparency were organized in prominent places involving more than 20,000 people. 'Awareness Gram Sabhas' were conducted touching more than 13,500 villagers for dissemination of awareness in Gram Panchayats to sensitise citizens about the ill- effects of corruption. CANDOUR, the official journal of POWERGRID Vigilance department was released during the Vigilance Awareness Week.

25. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, forming part of the Directors' Report, is placed at Annexure-I of this Report.

26. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report, as stipulated under Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given in Annexure-II and forms part of this Report.

27. AUDITORS

27.1. STATUTORY AUDITORS OF THE COMPANY

The Statutory Auditors of the Company are appointed by the Comptroller & Auditors General of India. M/s. T R Chadha & Co. LLP, M/s. Umamaheswara Rao & Co., M/s. B M Chatrath & Co. LLP and M/s. P S D & Associates, were appointed as Joint Statutory Auditors for the financial year 2019-20.

The Statutory Auditors have given an unqualified report. The report is self-explanatory and does not require any further comments by the Board.

27.2. COMPTROLLER AND AUDITOR GENERAL'S COMMENTS

The Company has received 'Nil' comments on the Financial Statements (Standalone and Consolidated) for the Year ended 31st March 2020 from the Comptroller and Auditor General of India under Section 143(6) of the Companies Act, 2013. The comments of C&AG is placed at Annexure-IV.

27.3. SECRETARIAL AUDIT

Kumar Naresh Sinha & Associates, Practising Company Secretary has conducted Secretarial Audit of the Company for the financial year ended March 31, 2020. The Secretarial Audit Report is placed at Annexure-V.

The Secretarial Auditor has observed that provisions of Regulation 17(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Para 3.1.4 of DPE Guidelines on Corporate Governance with regard to Composition of the Board of Directors have not been complied with during the financial year.

In regard to above, it was explained that POWERGRID, being a Govt. Company, the power to appoint Independent Directors vests with the Government of India and the Company has taken up with the Government of India for appointment of requisite number of Independent Directors.

27.4. COST AUDITORS OF THE COMPANY

The Company appointed M/s R. M. Bansal & Co., Cost Accountants and M/s Chandra Wadhwa & Co., Cost Accountants as Cost Auditors for the financial year 2019-20 under Section 148 of the Companies Act, 2013.

28. BOARD & COMMITTEES

28.1. COMPANY'S BOARD

The composition of Board of Directors underwent some changes.

Shri K. Sreekant, Director (Finance) assumed the post of Chairman & Managing Director w.e.f. 5th August 2019.

Shri Ravi P. Singh demitted the office of Director (Personnel) on 31st January 2020 upon attaining the age of superannuation. Shri Vinod Kumar Singh assumed the post of Director (Personnel) w.e.f. 1st February 2020.

Shri Ghanshyam Prasad, Chief Engineer, Ministry of Power, who was appointed as Part-time Director (Govt. Nominee Director) w.e.f. 1st March, 2019, ceased to be a Director w.e.f. 23rd September, 2019. Shri Anurag Agarwal, AS&FA, Ministry of Power, appointed as a Govt. Nominee Director on the Board of POWERGRID w.e.f. 27.06.2019 ceased to be a Director w.e.f. 12.07.2019. Shri S.K.G. Rahate, Additional Secretary, Ministry of Power appointed as Part-time Director (Govt. Nominee Director) w.e.f. 27th September 2019 and ceased to be a Director w.e.f. 31st January 2020. Shri Dilip Nigam, Advisor, MNRE, who was appointed as Part-time Director (Govt. Nominee Director) w.e.f. 28th December, 2019, ceased to be a Director w.e.f. 30th April, 2020 upon attaining the age of superannuation from MNRE, Govt. of India. Shri Sanjay Malhotra, Additional Secretary, Ministry of Power appointed as Part-time Director (Govt. Nominee Director) w.e.f. 31st January 2020 ceased to be a Director w.e.f. 16th March 2020.

Shri Tanmay Kumar, Joint Secretary (Transmission), Ministry of Power, was appointed as Part-time Director (Govt. Nominee Director) w.e.f. 18th March 2020.

Shri Jagdish lshwarbhai Patel resigned from the post of Independent Director on 26th October 2019 stating that he was planning to apply for nomination for the upcoming Bye-Election for the Legislative Assembly of Gujarat State. The tenure of Shri Tse Ten Dorji, Independent Director, appointed w.e.f. 16.02.2017 for a period of three years, concluded on 15th February 2020.

The Board placed on record appreciation and gratitude to Shri Ravi P. Singh, Shri Ghanshyam Prasad, Shri Anurag Agarwal, Shri S. K. G. Rahate, Shri Sanjay Malhotra, Shri Dilip Nigam, Shri J.I. Patel and Shri Tse Ten Dorji for their contribution and support to the Company.

Ministry of Power vide Office Order dated 27.09.2019, entrusted the additional charge of post of Director (Finance) to Mrs. Seema Gupta, Director (Operations) for period of three months and she took charge on 30.09.2019. The term of additional charge of Director (Finance) to Mrs. Seema Gupta was extended for three months w.e.f. 06.02.2020 and she took the charge on 30.03.2020. The said term of additional charge was further extended w.e.f. 06.05.2020 and she took the charge on 14.05.2020.

Mr. M. Taj Mukarrum assumed the charge of the post of Director (Finance) w.e.f. 04.07.2020, in terms of the Ministry of Power order dated 03.07.2020. Mrs. Seema Gupta, Director (Operations) demitted the additional charge of the post of Director (Finance) on 04.07.2020.

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, the resolutions w.r.t. reappointment of Mrs. Seema Gupta (DIN: 06636330) as Director liable to retire by rotation; appointment of Shri Vinod Kumar Singh (DIN: 08679313) and Mr. M. Taj Mukarrum (DIN: 08097837) as Directors; have been included in the Notice of Annual General Meeting.

28.2. NUMBER OF MEETINGS OF THE BOARD

Board of Directors met 11 times during the financial year 2019-20. Details regarding dates and attendance at the Board meetings are provided in the Report on Corporate Governance, which forms part of this report.

28.3. COMMITTEES OF THE BOARD

The Company has Audit Committee, CSR Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, and other Committees for operational convenience. The composition and scope of the aforesaid Committees are provided in the Report on Corporate Governance.

Report on the Corporate Governance is enclosed at Annexure-VII, and the certificate thereon, issued by Practising Company Secretary pursuant to Schedule V Para E of SEBI LODR, 2015 is attached at Annexure-VIII to this Report.

28.4. DECLARATION BY INDEPENDENT DIRECTORS

During the financial year, all the Independent Directors have met the requirements specified under Section 149 (6) of the Companies Act, 2013 for holding the position of 'Independent Director' and necessary declaration from each Independent Director under Section 149 (7) was received.

Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of SEBI LODR, 2015 Naresh Kumar Sinha & Associates, Company Secretaries have issued Certificate of Qualification of Directors, who were on the Board of Directors during FY 2019-20.

28.5. PERFORMANCE EVALUATION OF DIRECTORS

The Ministry of Corporate Affairs (MCA) vide Notification dated 5th June, 2015 has exempted Government Companies from the provisions of Section 178 (2) of the Companies Act, 2013 (the Act), which provides for manner of evaluation of performance of Board, its Committees and Directors by Nomination and Remuneration Committee. The requirement of mentioning a statement on the manner of formal evaluation of performance of directors in Boards' Report as per section 134(3) (p) of the Act has also been done away with for Government Companies, where the directors are evaluated by the Ministry or Department of the Central Government which is administratively in charge of the company, as per its own evaluation methodology. Further, MCA vide its notification dated 5th July, 2017 has made an amendment in the Schedule IV of the Act, whereby it has exempted Government Companies from complying with the requirement of performance evaluation by the Independent Directors of non-independent directors and Chairman and performance evaluation of the Independent Directors by the Board, if the concerned departments or ministries have specified these requirements.

The Department of Public Enterprises (DPE) has laid down a mechanism for performance appraisal of all Functional Directors. DPE has also initiated evaluation of Independent Directors.

The Company enters into Memorandum of Understanding (MoU) with Ministry of Power (MoP) every year wherein Company is evaluated on various financial and non-financial parameters. The performance of the Company & Board of Directors is evaluated by the Department of Public Enterprises in terms of MoU entered into with MoP.

In terms of Regulation 25 of SEBI LODR, 2015, the performance of the Board as a whole and non-independent directors including Chairman & Managing Director were evaluated by the Independent Directors in a separate Meeting held by them on 9th February 2020.

28.6. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company has framed a policy on the remuneration of the Directors, KMPs and employees as required under the provisions of Section 178 of the Act. The said policy is available on our website at https://www.powergridindia.com/sites/default/files/ Investor Relation/Reports Filings/Code of Conduct Policies/04 Remuneration%20Policy.pdf

29. COMPLIANCES

29.1. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3) (m) of Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 information relating to 'Conversation of energy, technology absorption and foreign exchange earnings and outgo', is given in Annexure-III to this Report.

29.2. RISK MANAGEMENT POLICY

Information on Risk Management Framework is covered in the Management Discussion and Analysis placed at Annexure-I of this Report.

29.3. INTERNAL FINANCIAL CONTROLS AND ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its businesses, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds, error reporting mechanism, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

29.4. EXTRACT OF ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Companies Act, 2013 an extract of the Annual Return, in the prescribed format in MGT-9, is given as Annexure VI of this Report.

29.5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees or investments under Section 186 of the Companies Act, 2013 form part of the notes to financial statements (Note No. 56) provided in this Report.

29.6. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013, in the prescribed Form AOC-2, are given as Annexure IX of this Report. Further, attention of the members is drawn on Note No. 56 of the Financial Statement which sets out related party disclosure.

29.7. SUBSIDIARIES AND JOINT VENTURES

As on 31st March 2020 the Company has 20 subsidiaries and 13 Joint Ventures Companies.

A statement containing salient features of the financial statements of our Subsidiaries and Joint Ventures are covered in the Management discussion and Analysis and also annexed in the prescribed format AOC-1 as Annexure X of this Report.

29.8. DIVIDEND DISTRIBUTION POLICY

As per regulation 43A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the top 500 listed companies shall formulate a dividend distribution policy. Accordingly, the policy was adopted to set out the parameters and circumstance that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retained profits earned by the Company. The policy is also available on the Company's website:

https://www.powergridindia.com/sites/default/files/Dividend%20Distribution%20Policy.pdf

29.9. SIGNIFICANT MATERIAL ORDERS

There are no significant and material orders passed by the Regulators or Courts or tribunal impacting the going concern status and Company's operations in future.

30. DIRECTORS' RESPONSIBILITY STATEMENT

As required u/s 134(3) (c) & 134(5) of the Companies Act, 2013, The Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

31. ACCOLADES & AWARDS

During FY 2019-20, the Company has been conferred following important awards/ accolades:

• National CSR Award by Hon'ble President of India under the category Corporate Award for Excellence in CSR.

• Swachh Bharat Award by Hon'ble President of India for significant CSR contribution under the initiative of Swachh Iconic Places and Swachh Bharat Kosh.

• Fastest Growing Electric Utility in Asia Pacific - 6th successive year, since 2014, based on Platts Top 250 Global Energy Company Rankings, 2019. Only Company to feature in top 5 of global list, each year since 2014.

• CBIP Award 2020 for 'Best Performing Power Transmission Utility' for its outstanding contribution to the Nation consistently by setting highest benchmarks in power transmission in the country.

• Adjudged as one of the India's Best Companies to Work for 2019, by Great Place to Work Institute, India.

• Dun & Bradstreet PSU Award for 2nd successive year, POWERGRID won all three awards - Best Navratna Overall: Best Navratna- Services and Best in Power Transmission.

• Dun & Bradstreet Corporate Awards 2019 in the category 'Best Growth Performance - Power' and Dun & Bradstreet Infra Awards 2019 in the category 'Power Transmission.

• National award for Innovative Training Practices by Indian Society for Training & Development (ISTD).

• Company's efforts were recognized during the All India Media Conference for its Communication Innovation in CSR.

32. ACKNOWLEDGEMENTS

The Board of Directors would like to express their deep sense of appreciation for the guidance and co-operation received from Government of India, particularly Ministry of Power, Ministry of Finance, Ministry of Home Affairs, Ministry of External Affairs, Ministry of Statistics and Programme Implementation, Ministry of Environment & Forests, Ministry of Corporate Affairs, Central Electricity Regulatory Commission, Appellate Tribunal for Electricity, Central Electricity Authority, NITI Aayog, Department of Public Enterprises, Regional Power Committees, Office of the Comptroller and Auditor General of India, and other concerned Govt. departments/agencies at the Central and State level without whose active support, the achievements of the Corporation during the year under review would not have been possible.

Special thanks to our valued customers, State Governments and State power utilities and other clients, who have awarded various consulting works and reposed faith in Company's capability to handle them. The Board also appreciates the contribution of Contractors, Vendors and Consultants for successful implementation of various projects by the Company.

The Directors also acknowledge the valuable suggestions and guidance received from the statutory auditors during the audit of accounts of the Company for the year under review. The Board also conveys its sincere thanks to national and international financial institutions, multilateral financial institutions, domestic & international credit rating agencies for their assistance, continued trust and confidence reposed in the Company.

On behalf of Board of Directors, I would like to place on record our deep appreciation of the dedicated efforts and valuable services rendered by the employees contributing to the performance of the Company during the year 2019-20. The commitment displayed by the employees at all levels, particularly during the ongoing pandemic situation, is exemplary and praise worthy. I would also like to thank the Executive team for their strong leadership, the employee unions for their support and all our employees for their commitment and enthusiasm to achieve our aim to be the world's premier transmission utility.

For and on behalf of the Board of Directors /—'
(K. Sreekant)
Chairman & Managing Director
Date: 28th August, 2020
Place: New Delhi

   

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