SJVN : Annual Report 2023 - 2024

BOARD OF DIRECTORS

SUSHIL SHARMA

Chairman and Managing Director

FUNCTIONAL DIRECTORS

AKHILESHWAR SINGH

Director (Finance) & (Personnel)

SUSHIL SHARMA

Director (Projects)

GOVT. NOMINEE DIRECTORS

MOHAMMAD AFZAL

Nominee Director (GoI)

ARINDAM CHAUDHARY

Nominee Director (GoHP)

INDEPENDENT DIRECTORS

UDEETA TYAGI

Independent Director

SAROJ RANJAN SINHA

Independent Director

DANVEER SINGH YADAV

Independent Director

SHASHIKANT JAGANNATH WANI

Independent Director

2023-24

			CONTENTS
1.	Brief Profiles of Directors	2-3
2.	Project Portfolio	4-6
3.	Selected Financial Information	7
4.	Notice for 36th Annual General Meeting	8-15
5.	Chairman's Letter to The Shareholders	17-20
6.	Directors' Report - 2023-24	21-36
7.	Annexures to Directors' Report	37-96
	a. Management Discussion and Analysis - Annexure - I	37-44
	b. Report on Corporate Governance - Annexure - II	45-55
	c.	Compliance Certificate on Corporate Governance - Annexure - III	56
	d.	Conservation of Energy, Technology Absorption and Foreign Exchange earnings and out go - Annexure - IV	56-57
	e.	Annual Report on Corporate Social Responsibility & Sustainability - Annexure - V	58-60
	f.	Business Responsibility and Sustainability Report - Annexure - VI	61-90
	g.	Certificate regarding Non-Disqualification of Directors - Annexure - VII	91
	h.	Secretarial Audit Report - Annexure - VIII	92-96
	i.	Board's Replies to the observations of Secretarial Auditor - Annexure -IX	94
	j.	Standalone Financial Statements, Independent Auditor's Report & Comments of the C&AG	97-165
		i. Independent Auditor's Report on Standalone Financial Statements - Annexure-X	97-107
		ii. Reply of Board to observations of Statutory Auditor on the Standalone Accounts - Annexure-XII	108
		iii. Comments of the C&AG of India on the Standalone Financial Statements & Board's Reply - Annexure-XIV	109
		iv. Standalone Financial Statements 2023-24	110-165
	k. Consolidated Financial Statements, Independent Auditor's Report & Comments of the C&AG	166-235
		i.	Independent Auditor's Report on Consolidated Financial Statements - Annexure-XI	166-174
		ii.	Reply of Board to observations of Statutory Auditor on the Consolidated Accounts - Annexure-XIII	175
		iii. Comments of the C&AG of India on the Consolidated Financial Statements & Board's Reply - Annexure-XV	175-176
		iv. Consolidated Financial Statements 2023-24	177-235
10.	Dividend Reminder	236

REFERENCE INFORMATION

Company Secretary	:	Shri Soumendra Das
Statutory Auditors	:	M/s APT & CO. LLP
Cost Auditors	:	M/s A.J.S. & Associates, Cost Accountants
Secretarial Auditors	:	Shri Santosh Pradhan, Practicing Company Secretary
Registered & Corporate Office	:	SJVN Corporate Office Complex, Shanan, Shimla - 171006
Shares Listed at	:	Bombay Stock Exchange Limited (BSE)
		National Stock Exchange Limited (NSE)
Non-Convertible Debentures Listed at	:	Bombay Stock Exchange Limited (BSE)
Depositories	:	National Securities Depository Limited
		Central Depository Services (India) Limited
Debenture Trustee	:	IDBI Trusteeship Services Limited
Bankers	:	1.	State Bank of India
		2.	Punjab National Bank
		3.	Bank of Baroda
		4.	H. P. State Cooperative Bank
		5.	IDBI Bank
		6.	HDFC Bank
		7.	Axis Bank
		8.	Federal Bank
		9.	Bank of India
		10.	Canara Bank

THE BOARD OF DIRECTORS - BRIEF PROFILES

CHAIRMAN & MANAGING DIRECTOR & FUNCTIONAL DIRECTORS

Shri Sushil Sharma [DIN: 08776440] has been entrusted with additional charge of the post of Chairman and Managing Director of the Company w.e.f. 01.05.2024. He was appointed as Director (Projects) w.e.f. 01.08.2020. Prior to this, Sh. Sushil Sharma was holding the post of General Manager (Mechanical) in SJVN at 1500 MW Nathpa Jhakri Plant. Sh. Sharma did his B.E. (Mechanical) from VNIT, Nagpur. He has more than 34 years of rich and varied experience in various organisations including SJVN. He started his career in H.P. State Technical Education Service in 1990. He joined SJVN in January, 1994 as Astt. Engineer and worked in various Departments / Projects and rose to the level of General Manager (Mechanical).

In SJVN, he was involved in the Design / Construction of 1500 MW Nathpa Jhakri Project and 412 MW Rampur HPS. He has a vast experience in Design, Erection and Maintenance of Hydro Power Plants. Initially he worked in the Design office of SJVN for about 19 years for Planning and Design of Hydro-Mechanical components of various

projects. Later on he was involved in the successful Erection & Commissioning of 412 MW Rampur HPS. After Commissioning, he looked after the Maintenance of Electrical and Mechanical equipment of 412 MW Rampur Project. Subsequently, he was In-charge of Mechanical Maintenance of 1500 MW Nathpa Jhakri Project.

Shri Akhileshwar Singh [DIN: 08627576] has been appointed as Director (Finance) w.e.f. 6th January 2020. He has also been entrusted with additional charge of Director (Personnel) w.e.f. 01.08.2024. He holds Master of Business Administration (Finance) from Patna University. He has more than 36 years of experience in various organizations including SJVN. He started his career in the year 1987 with Hindustan Paper Corporation Ltd. He joined SJVN in 1993 as Sr. Officer (Finance) and worked in various departments and projects and rose to the level of Chief General Manager (Finance). During his tenure in Hindustan Paper Corporation Ltd., he worked at various Executive positions and completed various significant assignments. He was associated with Finance and Internal Audit.

In SJVN, he worked at various positions and completed various significant assignments including Buyback of Shares. He worked in various sections of Finance, Commercial & System Operation, HOD (Finance) of LHEP, HOD (Internal Audit), CFO, SAPDC Nepal and as Chief General Manager (Finance) of Corporate Headquarters, Shimla.

He has been also appointed as Chief Financial Officer of SJVN w.e.f. 27th November 2019. He is responsible for all legal and statutory compliance as Key Managerial Personnel including vetting of all proposals and agendas for Board and Committee Meetings.

GOVERNMENT NOMINEE DIRECTORS

Shri Mohammad Afzal [DIN: 09762315] has been appointed as Nominee Director of Government of India on the Board of SJVN Limited w.e.f. 12th July 2024. Shri Afzal is an Indian Engineering Service Officer and is presently serving as Joint Secretary (Hydro) in the Ministry of Power. He is B.Sc. (Engg) in the field of Electrical Engg. (First with Hons.) from AMU, Aligarh and M.E. (First with Hons.) in Power System Engg. from the then University of Roorkee (Now, Indian Institute of Technology, Roorkee).

He joined Central Electricity Authority in November 1996 and has served in various Divisions like System Engg. & Technology Division, Grid Management Division and Fuel Management Division. During his career of more than 25 years, he gained vast experience in the field of Sub-stations designing of various capacities, monitoring of Regional / National Grid, allocation of power to States/Constituents, assessments & monitoring of fuel to the thermal power stations, gas-based power plants etc. He is also serving/ has served as Nominee Director of Govt.

of India on the Boards of Power Grid Corporation of India Ltd., NHPC Ltd, PTC India Ltd., BBMB and Grid Controller of India Ltd.

Shri Arindam Chaudhary [DIN: 08983119] has been appointed as Nominee Director of Government of Himachal Pradesh on the Board of SJVN Limited w.e.f. 12th July 2024. Sh. Chaudhary is an Indian Administrative Service Officer of 2014 Batch. He has Graduated in Computer Science Birla Institute of Technology and Science, Pilani. In addition, he has acquired training and experience in diverse areas of Governance and Management from various prestigious educational and administrative Institutions of the country.

He is presently serving as Special Secretary, MPP & Power and NCES in Himachal Pradesh Government. He is also serving as the Director of Himachal Pradesh State Electricity Board Limited. Earlier he has served as Assistant Commissioner, Land Revenue Management & District Administration, Mandi and Managing Director of Himachal Pradesh Electronics Development Corporation Limited and Himachal Pradesh State Electricity Board Limited.

2

2023-24

INDEPENDENT DIRECTORS

Dr. Udeeta Tyagi [DIN: 05101501] has been appointed as Part-TimeNon-Official Independent Director on the Board of SJVN Limited w.e.f. 8th November 2021. Dr. Tyagi holds a Master's degree and Doctorate (2009) in Chemistry. She has over 18 years' teaching experience of chemistry in various institutions. However, her areas of service and experience extend far beyond her professional qualifications. She happens to be a distinguished social worker in the fields of Waste Management, Skill Development, Women Empowerment, Youth Empowerment, Primary Education, Cleanliness and Beautification of Cities etc.

As National President, Member of various State level and National Level Social Service Organisations, she has been working for Social Welfare and Empowerment of youth etc. by bringing not only the youth but also schools, institutions, business organizations, local and state governments together with the objective of bringing prosperity through the community. Her achievements also include incorporating career counselling in CBSE

curriculum, starting private schools in 124 villages and launching project 'Kaliyaan' to encourage girls' education. She has also been awarded by Hon'ble Prime Minister for Women Empowerment and by Hon'ble Chief Minister of Uttar Pradesh for beautification of different cities of U.P.

Shri Saroj Ranjan Sinha [DIN: 01478184] has been appointed as Part-TimeNon-Official Independent Director on the Board of SJVN Limited w.e.f. 8th November 2021. Shri Sinha is a Graduate from IEC University, Himachal Pradesh. He is a renowned and respected Public Activist and Social Worker from the State of Bihar who has led and participated in a number of campaigns for a Public Cause. His areas of service include Farmers Welfare and Agricultural Development, empowerment of Farmers to name a few. He has nearly 34 years' experience in Social and Public Service. He has also served as Former Governing Body Member - Indian Council of Agricultural Research Eastern Region Patna, Bihar and Former Member- Bihar State Seed and Organic Certification Agency. He has also been felicitated with the Innovative Farmer Award by Indian Agricultural Research Institute in 2017.

Dr. Danveer Singh Yadav [DIN: 09391688] has been appointed as Part-TimeNon-Official Independent Director on the Board of SJVN Limited w.e.f. 9th November 2021. Dr. Yadav is presently serving as Professor in KGK PG College, Moradabad. He holds a Master's Degree (1990) and Doctorate in Chemistry (1994) from Allahabad University. He has over 28 years of teaching experience in the Department of Chemistry. In addition, he has acquired training and experience in diverse areas of Management from various prestigious educational and administrative Institutions of the country. He has over 12 Research Papers published in the field of Organic Chemistry in International Journals to his credit. He also has written 7 Books in the field of Organic Chemistry.

Dr. Shashikant Jagannath Wani [DIN: 09485642] has been appointed as the Independent Director on the Board of SJVN Limited w.e.f. 13th March 2023. Shri Wani holds Diploma in Homeopathy & Biochemistry from State Council of Homeopathy, Madhya Pradesh.

He is educational institute director with over 21 years of experience at Shri Sainath Education Society & Shri Sadguru Vidya Vikas Sanstha. In his current role as a Chairman & Director at Shri Sainath Education Society, he is responsible for overseeing the day-to-day operations of the institute, developing and implementing strategic plans, managing budgets, and ensuring academic excellence. He also works closely with faculty and staff to create a positive learning environment for students. He is also Director at Dilawar Singh Dada Patpedhi, Taloda, Dist. Nandurbar and Shri Jogeshwari Farmer Producer Company. He has been awarded twice with "Khandesh Shikshan Ratna Puraskar'' by Lokmat group.

3

SJVN's PROJECT PORTFOLIO

1. Business Profile (as on 31.03.2024)

S.No.	Business Verticals	No.	Capacity (MW)
1	Hydro and PSPs
	Under Operation	3	1972
	Under Construction	4	1558
	Under Pre-construction	4	4490
	Under Survey & Investigation	14	6191
	Under Allotment	19	12242
	Total	44	26453

• Renewable (Solar & Wind)

	Under Operation	8	405
	Under Construction	10	1980
	Under Pre-construction	17	4845
	Under Allotment	5	21000
	Total	40	28230
3	Thermal
	Under Construction	1	1320
	Under Survey & Investigation	1	660
	Total	2	1980
4	Transmission Line
	Under Operation	2	123
	Under Construction	1	217
	Total	3	340
5	Power Trading	Category-I license	78 MU traded In FY 2023-24
	Grand Total	86 projects + 3 TL	56662 MW +340 km TL

1. Hydro and Pumped Storage Projects:

	S.No.	Name of Plant	State	Capacity (MW)
	A.	Under Operation
1	Nathpa Jhakri HPS	Himachal Pradesh H.P.	1500
	S.No.	Name of Plant	State	Capacity (MW)
	2	Rampur HPS	H.P.	412
	3	Naitwar Mori HPS	Uttarakhand	60
		Sub-Total	-	1972

1. Under Construction

4	Arun - 3 HEP	Nepal	900
5	Luhri HEP Stage-1	H.P.	210
6	Dhaulasidh HEP	H.P.	66
7	Sunni Dam HEP	H.P.	382
	Sub-Total	-	1558

1. Under Pre-construction

8	Jakhol Sankri HEP	Uttarakhand	44
9	Lower Arun HEP	Nepal	669
10	Etalin HEP	Arunachal Pradesh	3097
11	Attunli HEP	Arunachal Pradesh	680
	Sub-Total	-	4490

1. Under Survey & Investigation

12	Devsari HEP	Uttarakhand	194
13	Luhri Stage-II HEP	H.P.	228
14	Reoli Dugli HEP	H.P.	456
15	Purthi HEP	H.P.	234
16	Bardang HEP	H.P.	166

4

								2023-24
	S.No.	Name of Plant			State	Capacity (MW)
	17	Sach Khas HEP			H.P.	287
	18	Tandi Rashil HEP			H.P.	268
19	Tindi SHEP			H.P.	4.4
20	Chhoo SHEP			H.P.	3.5
21	Arun-4 HEP			Nepal	630
22	Emini HEP			Arunachal Pradesh	500
23	Amulin HEP			Arunachal Pradesh	420
24	Mihumdon HEP			Arunachal Pradesh	400
25	Darzo Lui PSP			Mizoram	2400
				Sub-Total	-	6191

1. Under allotment - Hydro

26	Agoline HEP	Arunachal Pradesh	235
27	Emra-I HEP	Arunachal Pradesh	275
28	Emra-II HEP	Arunachal Pradesh	390
29	Elango HEP	Arunachal Pradesh	180
30	Etabue HEP	Arunachal Pradesh	165
31	Sissiri HEP	Arunachal Pradesh	100
32	Ithun-I HEP	Arunachal Pradesh	84
33	Ithun-II HEP	Arunachal Pradesh	48
34	Ashupani HEP	Arunachal Pradesh	30
35	MoU signed with GRIDCO, Odisha for Hydro project	Odisha	1000
	Sub-Total	-	2507

1. Under Allotment - Pumped Storage projects

36	Jalvara PSP	Maharashtra/Karnataka	2220
37	Kolmondapada PSP	Maharashtra	800
38	Sidgarh PSP	Maharashtra	1500
39	Chornai PSP	Maharashtra	2000
40	Baitarni PSP	Maharashtra	1800
41	Sadda PSP	H.P.	180
42	Sunni PSP	H.P.	645
43	Dhurmu PSP	H.P.	400
44	Purthi and Sach Khas PSP	H.P.	190
	Sub-Total	-	9735
	Sub-Total under allotment	-	12242
	Grand Total for Hydro and PSP	-	26453

2. Renewable (Solar and Wind) Projects:

S. No.	Name of Plant	State	Capacity (MW)
A.	Under Operation
45	Khirvire Wind Power Plant	Maharashtra	47.6
46	Sadla Wind Power Plant	Gujarat	50
47	Charanka Solar PV Plant	Gujarat	5.6
48	Parasan Solar Power Plant	U.P.	75
49	Solar PV plants in NJHPS	H.P	1.3
50	Gurhah Solar Power Plant	U.P.	75
51	Gujrai Solar Power Plant	U.P.	50
52	Raghenesda SPP	Gujarat	100
	Sub-Total	-	405

1. Under Construction

53	Bikaner SPP	Rajasthan	1000
54	Bagodara SPP	Gujarat	70
55	Omkareshwar Floating SPP	M.P.	90
56	PSPCL SPP	Punjab	100

5

57	Floating SPP at Nangal Dam (BBMB)	H.P.	15
	58	GUVNL Phase-XIII SPP	Gujarat	100
	59	GUVNL Phase- XIV SPP	Gujarat	260
60	GUVNL Phase-XVII Khavda SPP	Gujarat	200
61	Jamui SPP (BREDA)	Bihar	75
62	Solar Project in Assam (APDCL)	Assam	70
		Sub-Total	-	1980

1. Under Pre-construction

63	Banka SPP	Bihar	125
64	BBMB Ground Mounted SPP	H.P. + Punjab	18
65	MSEDCL SPP (Phase-VII)	Maharashtra	200
66	MSEDCL SPP (Phase-IX)	Maharashtra	200
67	GUVNL Phase-V WPP	Gujarat	100
S.No.	Name of Plant	State	Capacity (MW)
68	Wind Power Project from SECI (Tranche-XIII)	Anywhere in India	100
69	Wind Power Project from SECI (Tranche-XIV)	Anywhere in India	200
70	PSPCL SPP	Punjab	200
71	PSPCL SPP	Anywhere in India	1000
72	APDCL SPP	Assam	200
73	APDCL SPP	Assam	50
74	RUVNL Solar Power Project	Rajasthan	100
75	GUVNL Phase-XXII SPP	Gujarat	200
76	GUVNL Phase-XXI SPP, Khavda Solar Park	Gujarat	500
77	GUVNL Phase-XXIII SPP, Khavda Solar Park	Gujarat	200
78	SPP under Mukhya Mantri Saur Krushi Vahini Yojana 2.0	Maharashtra	1352
79	Dholera SPP	Gujarat	100
	Sub-Total	-	4845

1. Under Allotment

80	MoU with Govt. of Rajasthan	Rajasthan	10000
81	MoU with Govt. of Assam	Assam	1000
82	MoU signed with GRIDCO, Odisha for Solar project	Odisha	2000
83	MoU with Govt. of UP for Solar Projects	UP	3000
84	MoU with Maharashtra State Power Generation Company	Maharashtra	5000
	Sub-Total	-	21000
	Grand Total for Renewables (Solar and Wind)	-	28230

3. Thermal Projects:

S. No. Name of Plant

State

Capacity (MW)

1. Under Construction

85	Buxar Thermal Power Project	Bihar	1320
	Sub-Total	-	1320
B.	Under Survey & Investigation
86	Buxar Thermal PP -3rd Unit	Bihar	660
	Sub-Total	-	660
	Total for Thermal	-	1980

4. Transmission Projects

S.No. Name of Project

Location

Length (km)

1. Under Operation

1	400 kV, D/C Cross Border Transmission Line (CPTC- JV- 26% share)	Sursand (Nepal border)	86
		to Muzaffarpur (Bihar)
2.	220 kV Double Circuit Transmission Line for evacuation of power from	Mori (UK) to Snail (H.P.)	37
	60 MW Naitwar Mori Hydro Electric Project

1. Under Construction

3.	400 kV Double Circuit Transmission Line for evacuation of power from 900	Diding to Bathnaha on	217
	MW Arun-3 Project, Nepal to India border (Executed by Subsidiary: SAPDC)	Indo Nepal Border

6

						SELECTED FINANCIAL INFORMATION*			2023-24
										(` crore)
						2023-24	2022-23	2021-22	2020-21	2019-20
A. Revenue
		Revenue from operations(net)	2533.59	2935.41	2421.96	2490.83	2707.61
		Other Income	299.97	363.43	203.58	722.24	387.63
		Total Revenue	2833.56	3298.84	2625.54	3213.07	3095.24

1. Expenses

	Purchase of Electricity for Trading	39.98	0.17	-	-	-
	Employees Benefits Expense	299.29	294.85	289.41	320.55	307.68
	Other Expenses	411.11	419.24	403.80	368.82	362.89
	Profit before deprecation, finance cost , exceptional items, net	2083.18	2584.58	1932.33	2523.70	2424.67
	movement in regulatory deferral account balance and tax
	Depreciation and Amortization Expense	534.11	390.59	404.29	393.27	384.09
	Profit before finance cost, exceptional items, net movement in	1549.07	2193.99	1528.04	2130.43	2040.58
	regulatory deferral account balance and tax
	Finance Costs	453.84	432.23	161.34	(2.85)	268.07
	Profit before exceptional items, net movement in regulatory deferral	1095.23	1761.76	1366.70	2133.28	1772.51
	account balance and tax
	Exceptional Items (+) income (-) loss	78.85	(29.63)	(23.26)	(293.44)	(6.09)
	Profit before net movement in regulatory deferral account balance and tax	1174.08	1732.13	1343.44	1839.84	1766.42
	Tax (Net)	255.97	358.38	322.10	478.18	368.22
	Profit Before regulatory deferral account balances	918.11	1373.75	1021.34	1361.66	1398.20
	Net movement in regulatory deferral account balance (net off tax)	(9.71)	(10.30)	(43.82)	271.38	159.23
	Profit after tax	908.40	1363.45	977.52	1633.04	1557.43
	Other Comprehensive Income (Net of Tax)	(4.51)	(2.02)	(1.63)	(1.66)	(14.20)
	Total Comprehensive Income	903.89	1361.43	975.89	1631.38	1543.23
	Dividend paid during the year	695.58	668.07	609.12	903.85	923.51
	Dividend Tax paid during the year	-	-	-	-	189.83
C.	Assets
	Fixed assets(net block)
	Property Plant & Equipment	7980.27	7093.99	7290.62	7470.88	7569.38
	Other Intangible assets	1.51	8.44	21.28	27.58	1.38
	Capital work-in-progress including Intangible Assets under Development	2735.55	3028.69	2226.56	1206.78	944.88
	Total Fixed Assets (Net block)	10717.33	10131.12	9538.46	8705.24	8515.64
	Investments (Non-current Financial Asset)	7931.45	5931.45	4921.88	3462.14	1972.99
	Deferred Tax Assets (Net)	429.50	483.92	529.71	622.72	784.63
	Regulatory Deferral Account Debit Balance	784.35	796.12	808.60	861.70	532.87
	Other non-current assets including assets held for sale & financial	1682.50	974.93	861.12	786.44	324.75
	assets other than investments
	Current assets	4192.92	4812.76	4120.72	2425.33	3645.35
	Total Assets	25738.05	23130.30	20780.49	16863.57	15776.23

1. Liabilities

	Non-current Borrowings	9036.48	6395.12	4796.95	1855.68	1972.19
	Other Non-current liabilities including Lease liabilities, financial	824.22	831.26	841.57	857.75	882.71
	liabilities and provisions other than borrowings
	Current liabilities	1847.07	2081.95	2013.36	1388.30	887.02
E.	Net-worth
	Share Capital	3929.80	3929.80	3929.80	3929.80	3929.80
	Other Equity	10100.48	9892.17	9198.81	8832.04	8104.51
	Net-worth	14030.28	13821.97	13128.61	12761.84	12034.31
	Total Liabilities	25738.05	23130.30	20780.49	16863.57	15776.23
F.	Number of employees	1761	1573	1418	1499	1564
G.	Ratios
	Return on net woth (%)	6.47%	9.86%	7.45%	12.80%	12.94%
	Book Value per Share (`)	35.70	35.17	33.41	32.47	30.62
	Earnings per share (`)	2.31	3.47	2.49	4.16	3.96
	Current ratio	2.27	2.31	2.05	1.75	4.11
	Debt to equity (including current maturities of long term borrowings)	0.69	0.52	0.42	0.17	0.19

* Standalone

7

SJVN LIMITED

CIN: L40101HP1988GOI008409

Registered Office: SJVN Corporate Office Complex, Shanan, Shimla-171006

Telephone: [phone], Fax: [phone],

Email: [e-mail], Website: www.sjvn.nic.in

NOTICE

NOTICE is hereby given that the 36th Annual General Meeting of the Members of SJVN Limited will be held on 19th September 2024, Thursday at 15:00 HRS, through Video Conferencing (VC)/ Other Audio-Visual Means (OAVM) to transact the following businesses: -

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Standalone Financial Statements and Audited Consolidated Financial Statements for the Financial year ended 31st March, 2024, Directors' Report, Independent Auditors' Report and the comments thereon of the Comptroller & Auditor General
   of India, if any, and to pass the following resolution as an Ordinary Resolution:
   "RESOLVED THAT, the Audited Standalone Financial Statements and Audited Consolidated Financial Statements for the Financial Year ended 31st March, 2024, Directors' Report, Independent Auditors' Report and the comments thereon of the Comptroller & Auditor General of India, if
   any, be and are hereby received, considered and adopted."
2. To confirm the payment of Interim Dividend of ₹1.15 per share of the Company already paid in the Month of February 2024 and to declare the final dividend of ₹0.65/- per share on equity shares of the Company for the financial year 2023-24 and to pass the following resolutions as an Ordinary Resolution:
   "RESOLVED THAT, the interim dividend @11.5% i.e. ₹1.15/- per share on 392,97,95,175 equity shares paid to the shareholders for the financial year ended March 31, 2024, as per the resolution passed by the Board of Directors at their meeting held on February 09, 2024 be and is hereby noted and confirmed."
   "RESOLVED FURTHER THAT, in terms of the recommendation of the Board of Directors of the Company, the approval of the Members of the Company be and is hereby granted for the payment of final dividend @ 6.5% i.e. ₹0.65/- per share on 392,97,95,175 equity shares of the Company for the year ended March 31, 2024."
3. To appoint a Director in place of Shri Akhileshwar Singh [DIN 08627576], who retires by rotation and being eligible, offers himself for re- appointment and to pass the following resolution as an Ordinary Resolution:
   "RESOLVED THAT, Shri Akhileshwar Singh [DIN 08627576] be and is hereby re-appointed as Director of the Company liable to retire by rotation."
4. To fix remuneration of Statutory Auditors for the financial year 2023-24 and onwards and to consider and if thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution:
   "RESOLVED THAT, approval of the members be and is hereby accorded to fix the remuneration of Statutory Auditors appointed by the Comptroller & Auditor General of India at ₹16,00,000/- per annum plus applicable taxes plus Reimbursement of Out-of-pocket expenses for the financial year 2023-24 and onwards, as recommended by the Audit Committee and Board."

SPECIAL BUSINESS:

1. Appointment of Shri Mohammad Afzal as a Part-Time Official Director (Government of India Nominee):
   To consider and, if thought fit, to pass with or without modifications, the following Resolution as an Ordinary Resolution: -
   "RESOLVED THAT, pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, rules made thereunder, Regulation 17(1C) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and
   Disclosure Requirements) Regulations, 2015, the appointment of Shri Mohammad Afzal (DIN 09762315) who was appointed as a Part-Time Official Director (Government of India Nominee) of the Company w.e.f. 12th July 2024 by the President of India vide Ministry of Power,
   Government of India's order 15-22/1/2018-Hydel-II (MoP) dated 12.07.2024 in exercise of powers conferred under Article 32 of the Articles of Association of the Company be and is hereby approved."
2. Appointment of Shri Arindam Chaudhary as a Part-Time Official Director (Government of Himachal Pradesh Nominee): To consider and, if thought fit, to pass with or without modifications, the following Resolution as an Ordinary Resolution: -
   "RESOLVED THAT, pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, rules made thereunder, Regulation 17(1C) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and
   Disclosure Requirements) Regulations, 2015, the appointment of Shri Arindam Chaudhary (DIN 08983119) who was appointed as a Part-Time Official Director (Government of Himachal Pradesh Nominee) of the Company w.e.f. 12th July 2024 by the President of India vide Ministry of
   Power, Government of India's order 15-22/1/2018-Hydel-II (MoP) dated 12.07.2024 in exercise of powers conferred under Article 32 of the Articles of Association of the Company be and is hereby approved."
3. Ratification of revised remuneration of Cost Auditor for Financial Year 2023-24 and remuneration for Financial Year 2024-25: To consider and, if thought fit, to pass with or without modifications, the following Resolution as Ordinary Resolutions:-
   "RESOLVED THAT, pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 read with the

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