The Directors are pleased to present to you the fourth integrated report (prepared as
per the framework set forth by the International Integrated Reporting Council and in
accordance with Global Reporting Initiatives (GRI) Standards 2021) and One Hundred and
Fourth Annual Report on the business and operations of your Company along with the audited
Financial Statements for the financial year ended March 31,2023.
1. FINANCIAL RESULTS
including regulatory income/ (expense)
2. FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY'S AFFAIRS
2.1 CONSOLIDATED
The Operating Revenue stood at Rs. 56,033 crore in FY23 compared to Rs. 42,576 crore in
FY22 on a consolidated basis. The increase was mainly due to higher generation in Mundra
Plant due to operation under direction of Ministry of Power (MoP), higher sales across the
Distribution business and higher capacity addition in Renewable business. EBITDA was at
Rs. 10,068 crore in FY23 compared to Rs. 8,191 crore in FY22 mainly due to lower losses in
Mundra Plant [operation under direction of Ministry of Power (MoP)] and higher capacity
addition in Renewable business. Finance costs increased from Rs. 3,859 crore to Rs. 4,372
crore mainly due to higher capacity addition in Renewable business and increase in
interest rate. The Profits from Joint Ventures (JVs) and Associates were higher mainly due
to higher profits from Indonesian coal mines on account of higher coal prices which was
partly offset by losses in Tata Projects Limited.
The Consolidated Profit after tax in FY23 was at Rs. 3,810 crore compared to Rs. 2,156
crore in FY22 mainly due to improved performance across all businesses.
2.2 STANDALONE
The Operating Revenue was at Rs. 18,848 crore in FY23 compared to Rs. 11,242 crore in
FY22 on a standalone basis mainly due to higher generation from Mundra plant. The Profit
after tax in FY23 was Rs. 3,268 crore as compared to Rs. 2,783 crore in FY22 mainly due to
lower losses in Mundra (operation under direction of MoP) and higher dividend income
offset by increase in deferred tax expenses on account of higher profits.
Refer Section 4 of Management Discussion and Analysis (MD&A) report for details.
No material changes and commitments have occurred after the close of the year under
review till the date of this Report which affect the financial position of the Company.
2.3 ANNUAL PERFORMANCE
Details of your Company's annual financial performance as published on the Company's
website and presented during the Analyst Meet, after declaration of annual results, can be
accessed using the following link: https://www.tatapower.
com/investor-relations/investor-downloads.aspx.
2.4 INTEGRATED REPORT
Continuing with our commitment towards a sustainable future and focus on
governance-based reporting, your Company has progressed to publish fourth Integrated
Report highlighting the Company's efforts to empower all categories of customers and
stakeholders with future-ready, smart energy solutions.
3. IMPROVEMENT IN LEVERAGE RATIOS AND CASH FROM OPERATIONS
Your Company's Net Debt / Underlying EBITDA ratio has shown improvement from 3.92 to
2.66 from FY22 to FY23 on a consolidated level. Further, Net Debt / Equity on a
consolidated level has also improved from 1.53 to 1.03 from FY22 to FY23. The improvement
in both the above ratios reinforces the Company's commitment to maintain comfortable debt
position for sustainable growth. A brief discussion on the highlights of financial
performance of your Company and financial and return ratios is presented in the Investors
section of Integrated Report (Pages 64-71).
4. MANAGEMENT DISCuSSION AND ANALYSIS
The Management Discussion and Analysis, as required in terms of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations), is annexed to this Report.
5. DIVIDEND
Based on the Company's performance, the Directors of your Company recommend a dividend
of Rs. 2 per share of Rs. 1 each, subject to the approval of the Members.
Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the
Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source (TDS)
from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.
The Register of Members and Share Transfer Books of the Company will remain closed from
Thursday, June 8, 2023 to Wednesday, June 14, 2023 (both days inclusive) for the purpose
of payment of dividend for the financial year ended March 31, 2023.
According to Regulation 43A of the Listing Regulations, the top 1000 listed entities
based on market capitalization, calculated as on 31st March of every financial
year are required to formulate a Dividend Distribution Policy which shall be disclosed on
the website of the listed entity and a weblink shall also be provided in their Annual
Reports. Accordingly, the Dividend Distribution Policy of the Company can be accessed
using the following link: https://www.tatapower. com/pdf/aboutus/dividend-policy.pdf.
6. current business
Your Company is present across the entire value chain of power business viz.
Generation, Transmission, Distribution, Power Trading, Power Services, Coal Mines and
Logistics, Solar PV manufacturing and associated Engineering, Procurement and Construction
services (EPC), Consumer facing businesses such as solar rooftop, solar pumps, EV
charging, home automation and microgrid. Leading position in many of these segments places
your Company as one of India's largest integrated power companies.
There has been no change in the nature of business of the Company during the year.
As on March 31, 2023, your Company has an installed capacity of 14,110 MW out of which
5,250 MW is from "Clean and Green sources" (Hydro, waste heat recovery, wind and
solar) which constitute about 37% of total portfolio. Further, during the year, your
Company through Resurgent Power Ventures Pte. Limited (Resurgent Platform), has completed
the acquisition of NRSS XXXVI Transmission Limited and South East U.P. Power Transmission
Company Limited.
Moving away from conventional coal-based power plants with a commitment to reduce
carbon footprint and dependency on fossil fuel-based resources like coal and gas, your
Company has decided to focus on renewable generation, venturing into consumer-facing
businesses like solar rooftop, solar pumps, EV charging, home automation as well as
tapping into opportunities to widen its distribution network and broaden its customer
base.
Steered by a vision of empowering a billion lives through sustainable, affordable and
innovative energy solutions, your Company through its subsidiary Tata Power Renewable
Energy Limited (TPREL) has always been at the forefront of India's green energy transition
through its vertically integrated offerings - Solar, Wind, Hybrid, Storage and EV
Chargers. With a renewable capacity of 6,571 MW, including 2,654 MW projects under various
stages of implementation, your Company has emerged as one of the country's most
significant renewable energy players over the years and also one of India's largest
integrated renewable energy companies today.
Your Company sees huge long term value creation opportunity in a 'Comprehensive
Broad-based Green Energy Business' by consolidating its renewable business of Generation
assets, Solar EPC & Manufacturing, Rooftop, Solar Pump and EV charging business into
one single holding company viz. TPREL. To fund the growth capital of renewable business,
your Company has partnered with Global Private Equity players, BlackRock Real Assets
(BlackRock) and Mubadala Investment Company (Mubadala) by raising primary equity of Rs.
4,000 crore by diluting 11.43% stake in TPREL.
Your Company has signed a Memorandum of Understanding (MoU) with the Tamil Nadu
Government to invest approx. Rs. 3,000 crore for setting up a greenfield 4 GW Solar Cell
and 4 GW Solar Module manufacturing plant in Tirunelveli District of Tamil Nadu. Further,
your Company expanded its state-of-the-art manufacturing facility in Bengaluru, taking the
total production capacity of cells and modules to 530 MW and 670 MW respectively. The
expansion is based on the significant increase in demand that the Company has seen for its
solar modules, as well as the expected increase in demand due to supportive policy steps
announced recently by the Government of India for creating 'Atmanirbhar Bharat'.
In view of the rising fuel costs and growing climate change awareness across the globe,
your Company took several initiatives to promote Electric Vehicle (EV) solutions. As of
March, 2023, your Company had engerised 38,500+ home chargers and 3,700+ public and
semi-public charging points across India. Apart from this, your Company has also energise
234 bus charging points in Mumbai, Delhi and Ahmedabad. Your Company has entered into new
collaborations with several Government and private bodies for charging solutions such as
Indian Army, Indian Navy, Indian Air Force, Starbucks, The Park Hotels, Indian Hotels
Company Limited, National Real Estate Development Council, The Airports Authority of India
- Ranchi and Kolkata, Tata Communications Limited, Gujarat Gas Limited, GAIL (India)
Limited, State Bank of India, Kolte Patil Developers Limited, Puri Group, Tata Reality and
Infrastructure Limited, ICICI Bank Limited, Bridgestone, India Post and many more.
Your Company has been the front runner for pioneering and implementing new technology
to benefit the rural power sector ecosystem. Your Company has joined hands with Small
Industries Development Bank of India (SIDBI) to launch an innovative program for setting
up 1,000 green energy establishments throughout the nation. This initiative is envisioned
with the government's vision of Atmanirbhar Bharat, which will enable sustainable
entrepreneurship models across the nation to lead the empowerment of rural entrepreneurs.
Your Company has installed 196 microgrid projects till March 31, 2023 with a consumer base
of around 20,000 which is in line with its commitment to provide rural population with
affordable, clean and reliable power.
Furthermore, your Company has launched smart energy solutions with the idea of
"power of smart" through IOT based Home Automation solutions, smart energy
management tools and various other home automation products encouraging customers to
implement efficient and cost-effective home automation solutions to manage electricity
usage.
Your Company's subsidiary, Tata Power Solar Systems Limited (TPSSL) has commissioned
1.3 GW of Utility scale projects and has an order book of around 4 GW amounting to more
than Rs. 17,000 crore as on March 31,2023. In addition to this, the order book of Rooftop
Solar is 468 MW amounting to Rs. 1,900 crore. In the solar products domain, your Company
is a leading player, with a portfolio of over 97,000 solar agricultural pumps across
India.
Your Company's business portfolio has been discussed in detail in the Sustainable
Strategy in Action of Integrated Report (Pages 48-55).
7. RESERVES
As per Standalone financials, the net movement in the reserves of the Company for FY23
and FY22 are as follows:
The Board of Directors has decided to retain the entire amount of profits for FY23 in
P&L account.
8. SUBSIDIARIES/JOINT VENTURES/ASSOCIATES
As on March 31, 2023, your Company had 75 subsidiaries (8 were wholly owned
subsidiaries), 33 JVs and 5 Associates. 3 companies which are subsidiary as per the
Companies Act, 2013 (the Act) have been classified as JVs under Indian Accounting
Standards (Ind AS).
During the year under review, the following changes occurred in your Company's holding
structure:
a) The following companies have been incorporated as subsidiaries of the Company:
i) TP Solar Limited
ii) TP Nanded Limited
iii) TP Green Nature Limited
iv) TP Adhrit Solar Limited
v) TP Arya Saurya Limited
vi) TP Saurya Bandita Limited
vii) TP Ekadash Limited
viii) TP Govardhan Creatives Limited
ix) TP Narmada Solar Limited
x) TP Bhaskar Renewables Limited
xi) TP Atharva Solar Limited
xii) TP Vivagreen Limited
xiii) TP Vardhman Surya Limited
xiv) TP Kaunteya Saurya Limited
b) The following companies have been acquired as JVs of the Company:
i) NRSS XXXVI Transmission Limited
ii) South East U.P. Power Transmission Company Limited
c) The following company has ceased to be a JV of the Company:
i) Koromkheti Netherlands BV
Your Company has initiated consolidation and simplification of holding struture for its
Renewable company viz. TPREL. The Board of Directors of TPREL approved the Schemes of
Arrangement for merger of Tata Power Solar Systems Limited, Walwhan Renewable Energy
Limited (including its 19 subsidiaries), TP Wind Power Limited and Chirasthaayee Saurya
Limited with TPREL.
A report on the performance and financial position of each of the subsidiaries, JVs and
Associates has been provided in Form AOC-1 as per Section 129(2) of the Act.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company, consolidated financial statements along with relevant documents and
separate audited financial statements in respect of subsidiaries are available on the
website of the Company https://www.tatapower.com/investor-relations/annual-
reports-subsidiaries.aspx.
The policy for determining material subsidiaries of the Company has been provided in
the following link: https:// www.tatapower.com/pdf/aboutus/policv-for-determining-
material-subsidiaries.pdf.
9. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls (IFCs) and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of IFCs over
financial reporting by the Statutory Auditors and the reviews performed by management and
the relevant Board Committees, including the Audit Committee of Directors, the Board is of
the opinion that the Company's IFCs were adequate and effective during FY23.
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its
knowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures;
ii. they have selected such accounting policies and applied them consistently and made
judgements 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;
iii. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Based on the recommendation of the Nomination and Remuneration Committee (NRC), the
Board, vide resolution passed on April 21, 2022, approved the re-appointment of Mr. Kesava
Menon Chandrasekhar as Independent Director of the Company for a second consecutive term
i.e., from May 4, 2022 to February 19, 2023 (on which date he would complete 75 years of
age), subject to the approval of the Members by way of a Special Resolution. Vide Special
Resolution passed at the 103rd Annual General Meeting (AGM) held on July 7,
2022, the Members approved the re-appointment of Mr. Chandrasekhar as Independent Director
of the Company from May 4, 2022 to February 19, 2023. Accordingly, Mr. Chandrasekhar
ceased to be a Director of the Company with effect from close of business hours on
February 19, 2023. The Company has placed on record its sincere appreciation of the
contribution made by Mr. Chandrasekhar during his tenure on the Board of the Company.
Based on the recommendation of the NRC, the Board, vide resolution passed on October
28, 2022, appointed Mr. Rajiv Mehrishi as an Additional Director (Independent) of the
Company, for a term of 5 years commencing from October 28, 2022 upto October 27, 2027. The
said appointment of Mr. Mehrishi as an Independent Director was approved by the Members by
way of a postal ballot on December 13, 2022, in accordance with the provisions of the Act
and the Listing Regulations.
At their 99th AGM held on July 27, 2018, the Members had approved the
appointment of Dr. Praveer Sinha as CEO & Managing Director of the Company for a
period of 5 years commencing from May 1, 2018 upto April 30, 2023. Pursuant to the
provisions of Sections 196, 197, 203 and any other applicable provisions of the Act read
along with Schedule V to the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, and based on the recommendation of the NRC
of the Company, the Board, vide Resolution passed on March 30, 2023, approved the
re-appointment of Dr. Sinha as the CEO & Managing Director of the Company, for another
term of 4 consecutive years i.e., with effect from May 1, 2023 upto April 30, 2027 (i.e.
date of his superannuation from the services of the Company), subject to the approval of
the Members at the ensuing AGM.
Vide his letter dated April 27, 2023, Mr. Banmali Agrawala submitted his resignation
from the Board of the Company with effect from close of working day on April 28, 2023. The
Company has placed on record its sincere appreciation of the contribution made by Mr.
Agrawala during his tenure on the Board of the Company.
In accordance with the requirements of the Act and the Company's Articles of
Association, Mr. Hemant Bhargava retires by rotation and is eligible for re-appointment.
Members' approval is being sought at the ensuing AGM for his re-appointment.
During the year under review, the Non-Executive Directors (NEDs) of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees and
commission, as applicable, received by them.
In terms of Section 149 of the Act, Ms. Anjali Bansal, Ms. Vibha Padalkar, Mr. Sanjay
V. Bhandarkar, Mr. Ashok Sinha and Mr. Rajiv Mehrishi are the Independent Directors of the
Company.
In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they
are not aware of any circumstances or situation which exists or may be reasonably
anticipated that could impair or impact their ability to discharge their duties. Based
upon the declarations received from the Independent Directors, the Board of Directors has
confirmed that they meet the criteria of independence as mentioned under Section 149(6) of
the Act and Regulation 16(1)(b) of the Listing Regulations and that they are independent
of the management.
In the opinion of the Board, there has been no change in the circumstances which may
affect their status as Independent Directors of the Company and the Board is satisfied of
the integrity, expertise and experience (including proficiency in terms of Section 150(1)
of the Act and applicable rules thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the
Company have included their names in the data bank of Independent Directors maintained
with the Indian Institute of Corporate Affairs.
In terms of Section 203 of the Act, following are the Key Managerial Personnel (KMP) of
the Company as on March 31, 2023:
• Dr. Praveer Sinha, CEO & Managing Director
• Mr. Sanjeev Churiwala, Chief Financial Officer
• Mr. Hanoz M. Mistry, Company Secretary
11. ANNUAL EVALUATION OF BOARD
PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The annual evaluation process of the Board of Directors, individual Directors and
Committees was conducted in accordance with the provisions of the Act and the Listing
Regulations.
The Board evaluated its performance after seeking inputs from all the Directors based
on criteria such as the board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from
the committee members based on criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017.
The Chairman of the Board had one-on-one meetings with the IDs and the Chairman of the
NRC had one-on- one meetings with the Executive and Non-Executive, Non-Independent
Directors.
In a separate meeting of IDs, performance of Non-Independent Directors, the Board as a
whole and the Chairman of the Company was evaluated, taking into account the views of the
Executive Director and NEDs.
The NRC reviewed the performance of individual directors on the basis of criteria such
as the contribution of the individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. and the Board as a whole.
In the Board meeting that followed the meeting of the IDs and meeting of the NRC, the
performance of the Board, its committees and individual Directors was also discussed.
The evaluation process endorsed the Board's confidence in the ethics standards of the
Company, cohesiveness amongst the Board members, flexibility of the Board and management
in navigating the various challenges faced from time to time and openness of the
management in sharing strategic information with the Board.
12. POLICY ON BOARD DIVERSITY AND DIRECTOR ATTRIBUTES AND REMUNERATION POLICY FOR
DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with
Part D of Schedule II to the Listing Regulations, the NRC is responsible for determining
qualification, positive attributes and independence of a Director. The NRC is also
responsible for recommending to the Board, a policy relating to the remuneration of the
Directors, KMP and other employees. In line with this requirement, the Board has adopted
the Policy on Board Diversity and Director Attributes, which is provided in Annexure - I
to this Report and Remuneration Policy for Directors, KMP and other employees of the
Company, which is reproduced in Annexure - II to this Report.
13. BOARD AND COMMITTEES OF THE BOARD
Board Meetings:
6 Board Meetings were held during the year under review. For further details, please
refer to the Report on Corporate Governance, which forms a part of this Annual Report. The
Committees of the Board focus on certain specific areas and make informed decisions in
line with the delegated authority.
Committees of the Board:
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority.
The following statutory Committees constituted by the Board function according to their
respective roles and defined scope:
• Audit Committee of Directors
• Nomination and Remuneration Committee
• Corporate Social Responsibility and Sustainability Committee
• Stakeholders Relationship Committee
• Risk Management Committee
Details of composition, terms of reference and number of meetings held for respective
Committees are given in the Report on Corporate Governance, which forms a part of this
Annual Report.
The Company has adopted a Code of Conduct for its employees including the Managing
Director. In addition, the Company has adopted a Code of Conduct for its NonExecutive
Directors which includes Code of Conduct for Independent Directors, which suitably
incorporates the duties of Independent Directors as laid down in the Act. The same can be
accessed using the following link: https://www.
tatapower.com/pdf/aboutus/Code-of-Conduct-NEDs.pdf.
All Senior Management personnel have affirmed compliance with the Tata Code of Conduct
(TCoC). The CEO & Managing Director has also confirmed and certified the same. The
certification is enclosed as Annexure - I at the end of the Report on Corporate
Governance.
14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Your Company is a pioneer in propagating energy conservation and operational efficiency
with the objective of providing substantial benefit to customers in the form of reduced
emissions, pollutants and deliver cost effective and environment friendly energy
solutions.
In Mumbai License area, a unique consumer initiative called 'Be Green' under Demand
Side Management (DSM) was launched for residential customers to purchase energy efficient
appliances at discounted prices and doorstep delivery. More than 4,600 appliances were
delivered in FY23. It is our endeavour to incorporate cutting-edge energy efficiency
technologies in our programs which includes supporting customers to become RE100 compliant
by offering 100% green energy, paperless processes, 100% EV vehicles for operation and
maintenance crew, demand response program with help of future ready smart meter systems to
voluntarily manage consumer's loads.
These initiatives have been discussed in detail in the information on conservation of
energy and technology absorption stipulated under Section 134(3)(m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014, as amended, attached as Annexure - III to
this Report.
15. CORPORATE GOVERNANCE
Pursuant to Regulation 34 of the Listing Regulations, Report on Corporate Governance
along with the certificate from a Practicing Company Secretary certifying compliance with
conditions of Corporate Governance, forms part of this Annual Report.
16. VIGIL MECHANISM
Your Company believes in the conduct of the affairs of its constituents in a fair and
transparent manner by adopting the highest standards of professionalism, honesty,
integrity and ethical behaviour. In line with the TCoC, any actual or potential violation,
howsoever insignificant or perceived as such, would be a matter of serious concern for the
Company. The role of the employees in pointing out such violations of the TCoC cannot be
undermined.
Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors
and employees to report to the management instances of unethical behaviour, actual or
suspected, fraud or violation of the Company's code of conduct or ethics policy. The Vigil
Mechanism provides a mechanism for employees of the Company to approach the Chief Ethics
Counsellor / Chairman of the Audit Committee of Directors of the Company for redressal. No
person has been denied access to the Chairman of the Audit Committee of Directors.
17. RISK MANAGEMENT
The Board has formed a Risk Management Committee to frame, implement and monitor the
risk management plan for the Company. The Committee is responsible for monitoring and
reviewing the risk management plan and ensuring its effectiveness. The Audit Committee of
Directors has additional oversight in the area of financial risks and controls. The major
risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis. Furthermore, your Company has set up a robust
internal audit function which reviews and ensures sustained effectiveness of IFC by
adopting a systematic approach to its work. The development and implementation of risk
management policy has been covered in the Integrated Report (Pages 44-47).
Internal Financial Control Systems and their Adequacy
Your Company's internal control systems are commensurate with the nature of its
business, the size and complexity of its operations and such IFCs with reference to the
Financial Statements are adequate. Your Company has implemented robust processes to ensure
that all IFCs are effectively working. For details on IFC systems, please refer Integrated
Report (Page 45).
There was a cyber-attack on some of the Information Technology (IT) infrastructure of
your Company during the year. Your Company had taken steps to retrieve and restore the
systems and has also put in proactive next generation preventive tools and capabilities.
Your Company, with the help of external experts, investigated the matter and concluded
that there is no significant impact on the operations and financial statements of your
Company on account of this incident.
18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
No significant and materials orders were passed by the regulators or courts or
tribunals impacting the going concern status and your Company's operations in future.
There was no application made or proceeding pending against the Company under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.
19. statutory auditors
At the AGM held on July 7, 2022, the Members of the Company approved the re-appointment
of M/s. S R B C & CO. LLP (SRBC) (ICAI Firm Registration Number: 324982E/ E300003), as
the statutory auditors of the Company for a second term of 5 years commencing from the
conclusion of the 103rd AGM of the Company till the conclusion of the 108th
AGM of the Company to be held in the year 2027.
20. STATUTORY AUDITOR S REPORT
Your standalone and the consolidated financial statements of the Company have been
prepared in accordance with Ind AS notified under Section 133 of the Act.
The Statutory Auditor's report does not contain any qualifications, reservations,
adverse remarks or disclaimers.
The Statutory Auditors of the Company have not reported any fraud to the Audit
Committee of Directors as specified under section 143(12) of the Act, during the year
under review.
The Statutory Auditors were present in the last AGM.
21. COST AUDITOR AND COST AUDIT REPORT
Your Board has appointed M/s. Sanjay Gupta and Associates (Firm Registration No.
000212), Cost Accountants, as Cost Auditors of the Company for conducting cost audit for
FY24. A resolution seeking approval of the Members for ratifying the remuneration of Rs.
6,50,000 (Rupees Six lakh fifty thousand) plus applicable taxes, travel and actual
out-of-pocket expenses payable to the Cost Auditors for FY24 is provided in the Notice of
the ensuing AGM. Maintenance of cost records as specified by the Central Government under
Section 148 (1) of the Act is not applicable to the Company. The Cost Audit Report does
not contain any qualifications, reservations, adverse remarks or disclaimers,
22. SECRETARIAL AUDIT REPORT
Makarand M. Joshi & Co., Company Secretaries (Peer Review Number: 640/2019), were
appointed as Secretarial Auditors of your Company to conduct a Secretarial Audit of
records and documents of the Company for FY23. The Secretarial Audit Report confirms that
the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines
and that there were no deviations or non-compliances. The Secretarial Audit Report is
provided in Annexure-IV to this Report.
The Secretarial Audit Report does not contain any qualifications, reservations or
adverse remarks or disclaimers.
As per the requirements of Listing Regulations, Practicing Company Secretaries of the
material unlisted subsidiaries of the Company have undertaken secretarial audits of
subsidiaries for FY23. The Secretarial Audit Reports of such subsidiaries confirms that
they have complied with the provisions of the Act, Rules, Regulations and Guidelines and
that there were no deviations or non-compliances.
The Secretarial Audit Reports of the unlisted material subsidiaries viz. Walwhan
Renewable Energy Limited, Tata Power Solar Systems Limited, TP Western Odisha Distribution
Limited and Tata Power Delhi Distribution Limited have been annexed to this Report
23. SECRETARIAL STANDARDS
Your Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
24. LOANS, GUARANTEES, SECURITIES AND INVESTMENTS
Your Company, being an infrastructure company, is exempt from the provisions as
applicable to loans, guarantees, securities and investments under Section 186 of the Act.
Therefore, no details are required to be provided.
25. RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the Listing Regulations, the Company has
formulated a Policy on Related Party Transactions and the same can be accessed using the
following link: https://www.tatapower.com/pdf/
aboutus/rpt-policy-framework-guidelines.pdf.
During the year under review, all transactions entered into with related parties were
approved by the Audit Committee of Directors. Certain transactions, which were repetitive
in nature, were approved through omnibus route. As per the Listing Regulations, if any
related party transaction exceeds Rs. 1,000 crore or 10% of the annual consolidated
turnover as per the last audited financial statement whichever is lower, would be
considered as material and require Members approval. In this regard, during the year under
review, the Company had taken necessary Members approval. However, there were no material
transactions of the Company with any of its related parties as per the Act. Therefore, the
disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in
Form AOC-2 is not applicable to the Company for FY23 and, hence, the same is not required
to be provided.
26. SUSTAINABILITY
Your Company is committed to the Tata Group values and the nation's vision for
sustainable growth and energy security for all. In addition, strong focus is placed on
staying abreast of international practices and societal imperatives, in alignment with the
UNSDGs. More than 1/3rd of your Company's generating capacity comes from clean
energy sources like solar, wind, hydro and waste heat recovery with further additions
being made through hybrid systems and emerging renewable energy technologies. Your Company
is also conscious of rising gen-next consumer sentiment around environmentally responsible
lifestyle and consumption and has created multiple products and services that enable
customers to make small changes today for a greener tomorrow.
Your Company has announced its sustainability aspirations in alignment with the Tata
Group's vision of sustainability leadership in Project Aalingana. The ambition is to
become Carbon Net Zero before 2045, Water Neutral and Zero Waste to Landfill by 2030 and
incorporate No Net Loss to Biodiversity by 2030 and decisive measures have been put into
motion to steer this transformation journey. Your Company's efforts on this path have been
validated and acknowledged by external ESG experts, with your Company consistently leading
the Energy sector rankings, domestic and global. Your Company represented India to
co-create the Global Sustainable Development Goals (SDG) roadmap for electric utilities
with World Business Council for Sustainable Development (WBCSD) along with 10 other global
energy utilities and has made climate strategy commitments aligned to leading
international guidance initiatives like Science Based Targets initiative (SBTi) and Task
Force on Climate-related Financial Disclosures (TCFD).
26.1 CARE FOR OUR COMMUNITY/COMMUNITY RELATIONS
Our business is dedicated to transforming millions of lives through sustainable
practices, eco-friendly offerings, and holistic community development initiatives. We are
proud to have reached some of the most remote areas of India through our Tata Power
Community Development Trust (TPCDT), which serves as the foundation for our CSR efforts
across geographies.
Your Company has always placed the community at the centre of our existence, and we
have identified three focus areas to guide our efforts: Education, Employability and
Employment, and Entrepreneurship. These areas are reflected in our five flagship
initiatives: Club Enerji (promoting education and energy conservation), Adhikaar
(financial and digital inclusion), PayAutention (supporting autism), Roshni (Integrated
vocational training) and Anokha Dhaaga (Microenterprises for collectives). We also provide
essential enablers to meet community development needs through our special initiatives
such as Urja. The Company's rich culture of volunteering is taken forward by 'Arpan'
programme where employees have clocked over one lakh volunteering hours annually. We
remain committed to empowering communities and driving positive change in society.
In FY23, Company's prized initiatives have made their way into the hearts and minds of
people residing in 85 districts spanning across 17 states. This remarkable feat includes
touching the lives of 37.17 lakh dwelling in 11 aspirational districts as designated by
NITI Aayog, Govt. of India, as well as uplifting the spirits of marginalized communities
through our steadfast commitment towards the Tata Affirmative Action (AA) program.
Your Company takes great pride in joining hands with more than 80 esteemed public
institutions, including but not limited to the Integrated Child Development Scheme (ICDS),
various government hospitals and schools, as well as gram panchayats and forest divisions.
Our joint efforts are aimed towards building a society that is more equitable and
empowering for all its members.
Flagship initiatives undertaken across various locations during FY23, can be summarized
as below:
• Club Enerji, a dynamic resource and energy conservation initiative, has
successfully reached 80 schools in New Delhi, Maharashtra, Karnataka, Madhya Pradesh and
Tamil Nadu. With a focus on engaging and inspiring young minds, this initiative is
fuelling a movement towards responsible energy consumption and environmental stewardship.
• Adhikaar empowers communities and institutions by fostering financial
inclusion and bridging the gap to access government social security and welfare schemes.
Adhikaar has already expanded to 80 districts across 13 states in India covering 6.46 lakh
beneficiaries: developing 800+ Adhikaarpreneurs and unlocking value worth Rs. 180 crore
through government schemes.
• PayAutention, a beacon of hope for those seeking support and guidance on
autism spectrum disorder in India. Through this initiative, we have trained 895 Anganwadi
workers and members of Women Self Help Groups (SHGs) to identify and provide crucial
support for those with Autism. Our outreach efforts have also touched the hearts and minds
of over 5,000 community members and has reached 17 states across India. Over 50 national
and regional organisations have become part of the National Autism support network in
India with PayAutention.
• Roshni has illuminated the path to success for thousands of young minds
across the nation. With 64 vocational training centres spanning over 15 districts in 11
states, Roshni has paved the way for the youth to shine in the ever-growing green job
sector and unlock their potential as budding entrepreneurs. In FY23, an impressive 39,156
individuals have benefited from this enlightening program.
• Abha initiative empowers women to earn while they learn. This initiative has
lit up the lives of women in Delhi, Odisha and Mumbai. Collaborating with over 500 SHGs in
Odisha, 200 groups in Delhi, and 200 more in Mumbai, Abha is making strides towards a
brighter and more equitable future.
• Anokha Dhaaga is a group of determined and skilled women, led by their
entrepreneurial spirit, embarking on a journey of empowerment and self-reliance. This
initiative has trained around 26,170 women across 8 states in India and have designed 40+
unique creation.
• Urja initiative has been a driving force in supporting the fundamental
requirements of communities, under the area of essential enablers and instrumental in
improving the lives of people in rural and urban areas, where basic amenities are scarce.
This initiative has been felt far and wide, with nearly 200 public institutions including
schools across 18 districts benefiting from the programme. Furthermore, the Lab on Bike
programme, which is focused on promoting Science, Technology, Engineering and Mathematics
(STEM) education in rural areas, has been successfully rolled out in more than 27 schools
in Rajasthan, Madhya Pradesh, Maharashtra and Uttar Pradesh providing experiential
learning opportunities to nearly 4,000 children.
• Arpan: The Company's commitment to social and environmental responsibility
appears in its Arpan program, which encourages employees to engage with meaningful
initiatives and make a positive impact in their communities. In FY23, 18,638 employees
volunteered for the initiative and clocked over 1 lakh volunteering hours. The Company
earned eight awards at the Tata Sustainability Conclave in November, 2022 for this
initiative.
The CSR policy of the Company has been provided on the Company's website at
https://www.tatapower.com/pdf/ aboutus/csr-policy.pdf.
The Company's standalone CSR spend for FY23 was Rs. 4.06 crore against nil CSR
obligation (calculated as per Section 135 of the Act). Details of the consolidated CSR
activities of your Company and its key subsidiaries are described in Communities section
of Integrated Report (Pages 100-107) as well as in the Business Responsibility and
Sustainability Report (BRSR). The annual report on CSR activities (standalone) is provided
in Annexure - V to this Report. On a consolidated basis, the Company's Group entities
expenditure on CSR activities stood at Rs. 50.01 crore against the CSR obligation of Rs.
50.19 crore (calculated as per Section 135 of the Act) in FY23. The balance unspent of CSR
obligation has been transferred to Special Bank Account in compliance with the provisions
of the Act.
26.2 AFFIRMATIVE ACTION
Your Company is committed to fostering social inclusivity and promoting Affirmative
Action. With a steadfast focus on uplifting marginalized communities, it has embarked on a
journey that aligns with the Tata philosophy. Through our flagship programs, we aim to
make a positive impact on the lives of those who need it the most. Our targeted outreach
efforts extend to families from Scheduled Castes, Scheduled Tribes, other backward
classes, migrant families, sanitation workers, and individuals with disabilities, among
other disadvantaged groups. We believe in creating a level playing field for all, and this
is reflected in our vendor enlistment and ordering process.
Our Corporate Contracts department, working in conjunction with Procurement Heads at
the division and site level, ensures that SC/ST vendors are given equal opportunities to
participate in business ventures. We encourage entrepreneurship and offer a 5% price
preference over the L1 bidder, providing a fair chance for these vendors to compete.
Moreover, we incentivize the engagement of 50% of the workforce by vendors from the SC/ST
community, by offering 1% of the contract value. We understand that entrepreneurship is a
key driver of growth, and we are committed to supporting enterprise development in the
communities where we operate. Our commitment to social inclusivity is an integral part of
our business ethos, and we will continue to work towards creating a level playing field
for all.
26.3 SUSTAINABILITY REPORTING
Your Company has voluntarily adopted the International Integrated Reporting Council
(IIRC)-IR Framework to prepare its fourth Integrated Report FY23 as per SEBI
recommendations in February, 2017. Your Company had also voluntarily prepared the Business
Responsibility and Sustainability Report (BRSR) a year before the mandated requirement of
FY23 by SEBI in May, 2021 for the top 1,000 listed companies (by market capitalization).
Your Company has this year again prepared BRSR with disclosures on both Essential and
Leadership Indicators. The content of the report is in accordance with the Global
Reporting Initiative (GRI) 2021 standards and aligns to the National Voluntary Guidelines
(NVG) on Social, Environmental and Economic responsibilities of the business as well as
the United Nations SDGs. The Integrated Report communicates your Company's performance on
financial and non-financial aspects to all stakeholders, underlying the priority of our
leadership and strategy towards value creation as well as commitment to a more sustainable
future with low-carbon smart energy solutions giving more power to you.
1. Environment
Your Company continues to strive for efficiency in operations and maintenance through
adoption of best practices optimizing its efficiency parameters like heat rate and
auxiliary power consumption resulting in lower resource consumption and optimal carbon
emissions. Your Company has been rated "B" under CDP, a reporting framework
disclosure. Continuing its path to be a pioneer for environmental stewardship in power
industry, your Company further focusses on efficient use of water, prudent recycling and
waste disposal measures and remains committed to comply with regulations. In addition,
your Company has adopted Rainwater Harvesting policy and fast implementing this policy
across all its locations. Your Company also has been strategically focussing on scaling up
renewables business, venturing into new energy efficient green business initiatives like
Microgrids, EV charging, Home Automations, Solar Rooftop as well as exploring new
opportunities in distribution businesses. All these initiatives reinforce your Company's
commitment towards sustainable Green" growth and encouraging the customer to avail
energy efficient, future-ready, smart energy solutions.
A brief outline of your Company's efforts towards protection of environment and
biodiversity is given in the Environment section of Integrated Report (Page 108-123)
2. Health and Safety
Your Company is consciously committed to health and safety of all employees and other
stakeholders with a defined safety vision 'To be a leader in Safety work practices in the
global power and energy business'. Your Company employs a pro-active and pre-emptive
approach to occupational health and safety and is committed to actively drive the agenda
through the length and breadth of the organisation. Consequently, 100% of your employees
and contractual workforce are trained on various aspects of Occupational Health and Safety
management system. Your company maintains and continually improve management systems to
eliminate hazards, reduce health & safety risks to all our stakeholders. Close
monitoring of safety performance has also helped your Company to track desired goal of
"No harm No Injuries". Suraksha mobile application (SAP based) is one such
monitoring intervention that enables employees to conveniently report safety observations
through Surakha Samwad program. Furthermore, your Company has already started venturing
towards application of advanced technologies like digitization, e-enablement of safety
processes, usage of drones, robot, remote monitoring, mechanisation, automization,
artificial intelligence, video analytics, virtual reality,safe systems for high- risk
activities, etc. to eliminate and minimize the risks associated with various activities
for betterment of safety performance. More deployment of advanced technologies, skill set
and behavioural interventions are planned in the near future for further enhancement of
safety performance. A detailed description of Health and Safety initiatives taken by your
Company is outlined in Employees section of Integrated Report (Pages 84-95).
3. Customer Relationship
Your Company is working consistently towards becoming a 'Utility of the Future' with
pioneering energy solutions to create a sustainable future. Building lasting relationships
with all our stakeholders, especially our customers, is a responsibility which is owned
and cherished. Our focus in our routine operations revolves around our customer affection
statement, 'To earn the affection of customers by delivering superior value and superior
experience thereby making them ambassadors'. Your Company ensures 100% health and safety
communication for products and services through safety signage in and around substations
and public places.
Your Company has pledged to continue being a bias free and inclusive organisation.
Towards this commitment, as a first among Indian power utilities, the first Divyang
managed Customer Relation Centre in Mumbai has been inaugurated to serve all consumers
with delight. The centre aims in giving a dignified livelihood by encouraging Persons with
Disabilities to fearlessly aspire and achieve their dreams. With UJALA, Bills in Braille,
the visually impaired are also empowered to understand their power supply bills and pay
bills on time. The introduction of dedicated counters across all Customer Relation Centres
in Mumbai for Senior Citizens and Persons with Disabilities, lends further credence to the
brand which is synonymous with Care for its customers.
Your Company has achieved an annualized sale of 235 MUs in Green Power in FY23. With
the power to choose 100% Green Power for entire consumption, this model has received a
boost across all DISCOMS in India. Many states have already implemented this solution
within their regulatory framework. In caring for the environment, various measures were
adopted to encourage consumers to adopt a digital lifestyle. Around 55% of our consumers
are now E-Bill consumers and have supported in paperless billing. In addition, your
Company achieved benchmark of 88% in digital payment amount from its consumers. Further,
adoption of digital billing and payment will save an estimated 50 lakh sheets of paper
yearly.
A detailed description of your customer relation measures is given in Customers section
of Integrated Report (Pages 72-83).
4. Human Resource Management
Your Company firmly believes that employees are its greatest asset. The focus of the
Human Resources (HR) strategy is to enable the growth of the Company through talent
fulfilment for growth areas, capability building in emerging technologies and building
internal talent pipeline. Some of the key talent initiatives are Talent NXT-
identification and development of future leaders, 3-tier leadership development framework
aimed to build leadership at all levels, future skills academies for building future
organisational capabilities, 'Daksha' for future proofing careers through reskilling and
re-deployment. Tata Power Cadre Development Program (TPCDP) is deployed for all trainees
joining the Company. The TPCDP framework comprises specialized functional and technical
training programs, InnoRise, Youth Power Confluence, MyMentor mentoring program and other
focused developmental interventions to familiarize the young workforce with the Company's
business lines, culture and to prepare them for taking larger roles in future.
Your Company is also focused on enabling the overall wellbeing of its employees. The
same is ensured by 'A Fuller Life'- a holistic health and wellbeing program for the
employees focusing on their physical, mental, psychological, financial and career
wellbeing.
Your Company is also working towards enabling the inclusion of a more diverse workforce
with focus on Gender Diversity, Generational Diversity and Persons with Disability (PwD).
People policies are periodically revised and strengthened in order to address the needs
and requirements of the workforce.
A detailed description is given in the Employees section of the Integrated Report
(Pages 84-95).
26.4 BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering
disclosures on the Company's performance on Environment, Social and Governance parameters
for FY23, is part of this Integrated Report. BRSR includes reporting on the nine
principles of the National Voluntary Guidelines on social, environmental and economic
responsibilities of business as framed by the MCA. Cross referencing is provided in
relevant sections of Integrated Report with suitable references to the BRSR.
26.5 PREVENTION OF SEXUAL HARASSMENT
The Company has zero tolerance for sexual harassment at the workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, to
provide protection to employees at the workplace and for the prevention and redressal of
complaints of sexual harassment and for matters connected or incidental thereto, with the
objective of providing a safe working environment, where employees feel secure.
Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate
Governance as well as MD&A.
27. ANNUAL RETURN
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014 as amended, the Annual Return is available on the website of
the Company on the following link: https://www.tatapower.
com/pdf/investor-relations/Annual-Return-MGT-22-23.pdf.
28. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached
as Annexure - VI.
Statement containing the particulars of top ten employees and the employees drawing
remuneration in excess of limits prescribed under Section 197(12) of the Act read with
Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is an annexure forming part of this Report. In terms of the proviso to Section
136(1) of the Act, the Report and Accounts are being sent to the Members excluding the
aforesaid annexure. The said statement is available for inspection with the Company. Any
Member interested in obtaining a copy of the same may write to the Company Secretary at
investorcomplaints@tatapower.com.
Officers of the organisation are classified into five management work levels i.e. MA,
MB, MC, MD and ME. The work levels are further divided into grades. Non-management
employees are across different grades and also have been classified as unskilled,
semi-skilled, skilled and highly skilled.
29. DEPOSITS
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
Balance Sheet.
30. FOREIGN EXCHANGE - EARNINGS AND OUTGO