Corporate Decarbonising Creating Value Delivering Statutory and

Overview for Tomorrow for Impact Value Financial Statements

Board’s Report

To the Members,
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
(` crore)
Sl. Particulars Standalone Consolidated
No. FY23 FY22 FY23 FY22
(a) Revenue from Operations* 18,848 11,242 56,033 42,576
(b) Less: Operating Expenditure 16,116 9,560 47,403 35,305
(c) Operating Profit 2,732 1,682 8,630 7,271
(d) Add: Other Income 4,085 2,987 1,438 920
(e) Earning before Interest, Tax, Depreciation & Amortisation 6,817 4,669 10,068 8,191
(f ) Less: Finance Costs 2,227 2,189 4,372 3,859
(g) Profit before Depreciation and Tax 4,590 2,480 5,696 4,332
(h) Less: Depreciation & Amortisation 1,167 1,134 3,439 3,122
(i) Profit Before Share of Profit of Associates and Joint Ventures 3,423 1,346 2,257 1,210
(j) Add: Share of Profit of Associates and Joint Ventures Nil Nil 3,200 1,943
(k) Pofit/(Loss) before Exceptional Item 3,423 1,346 5,457 3,153
(l) (Less)/Add: Exceptional Item 688 1,412 Nil (150)
(m) Profit/(Loss) before Tax 4,111 2,758 5,457 3,003
(n) (Less)/Add: Tax Expenses or credit (843) 493 (1,647) (379)
(o) Net Profit after Tax from Continuing Operations 3,268 3,251 3,810 2,624
(p) Net Profit/(Loss) before Tax from Discontinued Operations Nil (468) Nil (468)
(q) (Less)/Add: Tax Expenses or Credit from Discontinued Operations Nil Nil Nil Nil
(r) Net Profit/(Loss) after Tax from Discontinued Operations Nil (468) Nil (468)
(s) Net Profit for the year 3,268 2,783 3,810 2,156
(t) Net Profit for the year Attributable to -
- Owners of the Company 3,268 2,783 3,337 1,742
- Non-controlling interests Nil Nil 473 414
(u) Other Comprehensive income (Net of Tax) 111 314 841 473
(v) Total Comprehensive Income Attributable to - 3,379 3,097 4,651 2,629
- Owners of the Company 3,379 3,097 4,173 2,215
- Non-controlling interests Nil Nil 478 414
*Including regulatory income/ (expense)

2. FINANCIAL PERFORMANCE AND THE under direction of Ministry of Power (MoP)] and higher
capacity addition in Renewable business. Finance costs
STATE OF THE COMPANY’S AFFAIRS increased from ₹ 3,859 crore to ₹ 4,372 crore mainly due
2.1 CONSOLIDATED to higher capacity addition in Renewable business and
increase in interest rate. The Profits from Joint Ventures (JVs)
The Operating Revenue stood at ₹ 56,033 crore in FY23
and Associates were higher mainly due to higher profits
compared to ₹ 42,576 crore in FY22 on a consolidated basis.
from Indonesian coal mines on account of higher coal prices
The increase was mainly due to higher generation in Mundra
which was partly offset by losses in Tata Projects Limited.
Plant due to operation under direction of Ministry of Power
(MoP), higher sales across the Distribution business and The Consolidated Profit after tax in FY23 was at ₹ 3,810 crore
higher capacity addition in Renewable business. EBITDA compared to ₹ 2,156 crore in FY22 mainly due to improved
was at ₹ 10,068 crore in FY23 compared to ₹ 8,191 crore in performance across all businesses.
FY22 mainly due to lower losses in Mundra Plant [operation

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2.2 STANDALONE 5. DIVIDEND

The Operating Revenue was at ₹ 18,848 crore in FY23 Based on the Company’s performance, the Directors of your
compared to ₹ 11,242 crore in FY22 on a standalone basis Company recommend a dividend of ₹ 2 per share of ₹ 1 each,
mainly due to higher generation from Mundra plant. The subject to the approval of the Members.
Profit after tax in FY23 was ₹ 3,268 crore as compared to
Pursuant to the Finance Act, 2020, dividend income is
₹ 2,783 crore in FY22 mainly due to lower losses in Mundra
taxable in the hands of the Members w.e.f. April 1, 2020 and
(operation under direction of MoP) and higher dividend
the Company is required to deduct tax at source (TDS) from
income offset by increase in deferred tax expenses on
dividend paid to the Members at prescribed rates as per the
account of higher profits. Income-tax Act, 1961.
Refer Section 4 of Management Discussion and Analysis The Register of Members and Share Transfer Books of the
(MD&A) report for details. Company will remain closed from Thursday, June 8, 2023
No material changes and commitments have occurred after to Wednesday, June 14, 2023 (both days inclusive) for the
the close of the year under review till the date of this Report purpose of payment of dividend for the financial year ended
which affect the financial position of the Company. March 31, 2023.
According to Regulation 43A of the Listing Regulations,
2.3 ANNUAL PERFORMANCE the top 1000 listed entities based on market capitalization,
Details of your Company’s annual financial performance as calculated as on 31st March of every financial year are required
published on the Company’s website and presented during to formulate a Dividend Distribution Policy which shall be
the Analyst Meet, after declaration of annual results, can be disclosed on the website of the listed entity and a weblink
accessed using the following link: https://www.tatapower. shall also be provided in their Annual Reports. Accordingly,
com/investor-relations/investor-downloads.aspx. the Dividend Distribution Policy of the Company can be
accessed using the following link: https://www.tatapower.
com/pdf/aboutus/dividend-policy.pdf.
2.4 INTEGRATED REPORT
Continuing with our commitment towards a sustainable
6. CURRENT BUSINESS
future and focus on governance-based reporting, your
Company has progressed to publish fourth Integrated Your Company is present across the entire value chain of
Report highlighting the Company’s efforts to empower all power business viz. Generation, Transmission, Distribution,
Power Trading, Power Services, Coal Mines and Logistics,
categories of customers and stakeholders with future-ready,
Solar PV manufacturing and associated Engineering,
smart energy solutions.
Procurement and Construction services (EPC), Consumer
facing businesses such as solar rooftop, solar pumps, EV
3. IMPROVEMENT IN LEVERAGE RATIOS AND charging, home automation and microgrid. Leading position
CASH FROM OPERATIONS in many of these segments places your Company as one of
Your Company’s Net Debt / Underlying EBITDA ratio has India’s largest integrated power companies.
shown improvement from 3.92 to 2.66 from FY22 to FY23 There has been no change in the nature of business of the
on a consolidated level. Further, Net Debt / Equity on a Company during the year.
consolidated level has also improved from 1.53 to 1.03
As on March 31, 2023, your Company has an installed
from FY22 to FY23. The improvement in both the above
capacity of 14,110 MW out of which 5,250 MW is from “Clean
ratios reinforces the Company’s commitment to maintain
and Green sources” (Hydro, waste heat recovery, wind and
comfortable debt position for sustainable growth. A brief solar) which constitute about 37% of total portfolio. Further,
discussion on the highlights of financial performance of your during the year, your Company through Resurgent Power
Company and financial and return ratios is presented in the Ventures Pte. Limited (Resurgent Platform), has completed
Investors section of Integrated Report (Pages 64-71). the acquisition of NRSS XXXVI Transmission Limited and
South East U.P. Power Transmission Company Limited.
4. MANAGEMENT DISCUSSION AND ANALYSIS Moving away from conventional coal-based power plants
The Management Discussion and Analysis, as required in with a commitment to reduce carbon footprint and
terms of the Securities and Exchange Board of India (Listing dependency on fossil fuel-based resources like coal and
Obligations and Disclosure Requirements) Regulations, 2015 gas, your Company has decided to focus on renewable
(Listing Regulations), is annexed to this Report. generation, venturing into consumer-facing businesses like

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solar rooftop, solar pumps, EV charging, home automation Gail (India) Limited, State Bank of India, Kolte Patil Developers
as well as tapping into opportunities to widen its distribution Limited, Puri Group, Tata Reality and Infrastructure Limited,
network and broaden its customer base. ICICI Bank Limited, Bridgestone, India Post and many more.
Steered by a vision of empowering a billion lives through Your Company has been the front runner for pioneering
sustainable, affordable and innovative energy solutions, and implementing new technology to benefit the rural
your Company through its subsidiary Tata Power Renewable power sector ecosystem. Your Company has joined hands
Energy Limited (TPREL) has always been at the forefront with Small Industries Development Bank of India (SIDBI) to
of India’s green energy transition through its vertically launch an innovative program for setting up 1,000 green
integrated offerings – Solar, Wind, Hybrid, Storage and EV energy establishments throughout the nation. This initiative
Chargers. With a renewable capacity of 6,571 MW, including is envisioned with the government's vision of Atmanirbhar
2,654 MW projects under various stages of implementation, Bharat, which will enable sustainable entrepreneurship
your Company has emerged as one of the country's most models across the nation to lead the empowerment of rural
significant renewable energy players over the years and entrepreneurs. Your Company has installed 196 microgrid
also one of India's largest integrated renewable energy projects till March 31, 2023 with a consumer base of around
companies today. 20,000 which is in line with its commitment to provide rural
Your Company sees huge long term value creation opportunity population with affordable, clean and reliable power.
in a ’Comprehensive Broad-based Green Energy Business’ by Furthermore, your Company has launched smart energy
consolidating its renewable business of Generation assets, solutions with the idea of “power of smart” through IOT based
Solar EPC & Manufacturing, Rooftop, Solar Pump and EV Home Automation solutions, smart energy management tools
charging business into one single holding company viz. and various other home automation products encouraging
TPREL. To fund the growth capital of renewable business, customers to implement efficient and cost-effective home
your Company has partnered with Global Private Equity
automation solutions to manage electricity usage.
players, BlackRock Real Assets (BlackRock) and Mubadala
Investment Company (Mubadala) by raising primary equity of Your Company’s subsidiary, Tata Power Solar Systems Limited
₹ 4,000 crore by diluting 11.43% stake in TPREL. (TPSSL) has commissioned 1.3 GW of Utility scale projects
and has an order book of around 4 GW amounting to more
Your Company has signed a Memorandum of Understanding
than ₹ 17,000 crore as on March 31, 2023. In addition to this,
(MoU) with the Tamil Nadu Government to invest approx.
the order book of Rooftop Solar is 468 MW amounting to
₹ 3,000 crore for setting up a greenfield 4 GW Solar Cell and
₹ 1,900 crore. In the solar products domain, your Company
4 GW Solar Module manufacturing plant in Tirunelveli
is a leading player, with a portfolio of over 97,000 solar
District of Tamil Nadu. Further, your Company expanded its
agricultural pumps across India.
state-of-the-art manufacturing facility in Bengaluru, taking
the total production capacity of cells and modules to 530 Your Company’s business portfolio has been discussed in
MW and 670 MW respectively. The expansion is based on detail in the Sustainable Strategy in Action of Integrated
the significant increase in demand that the Company has Report (Pages 48-55).
seen for its solar modules, as well as the expected increase in
demand due to supportive policy steps announced recently 7. RESERVES
by the Government of India for creating ‘Atmanirbhar Bharat’.
As per Standalone financials, the net movement in the
In view of the rising fuel costs and growing climate change reserves of the Company for FY23 and FY22 are as follows:
awareness across the globe, your Company took several (₹ crore)
initiatives to promote Electric Vehicle (EV) solutions. As of
Particulars As of As of
March, 2023, your Company had engerised 38,500+ home March 31, 2023 March 31, 2022
chargers and 3,700+ public and semi-public charging Capital Redemption Reserve 5 5
points across India. Apart from this, your Company has Capital Reserve 66 66
also energise 234 bus charging points in Mumbai, Delhi
Securities Premium 3,108 3,108
and Ahmedabad. Your Company has entered into new
Debenture Redemption 216 297
collaborations with several Government and private bodies Reserve
for charging solutions such as Indian Army, Indian Navy,
Retained Earnings 8,669 5,896
Indian Air Force, Starbucks, The Park Hotels, Indian Hotels
Equity Instruments through 656 529
Company Limited, National Real Estate Development
OCI
Council, The Airports Authority of India - Ranchi and
Statutory Reserve 660 660
Kolkata, Tata Communications Limited, Gujarat Gas Limited,

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The Board of Directors has decided to retain the entire Further, pursuant to the provisions of Section 136 of the
amount of profits for FY23 in P&L account. Act, the financial statements of the Company, consolidated
financial statements along with relevant documents
8. SUBSIDIARIES/JOINT VENTURES/ASSOCIATES and separate audited financial statements in respect of
As on March 31, 2023, your Company had 75 subsidiaries subsidiaries are available on the website of the Company
(8 were wholly owned subsidiaries), 33 JVs and 5 Associates. https://www.tatapower.com/investor-relations/annual-
3 companies which are subsidiary as per the Companies reports-subsidiaries.aspx.
Act, 2013 (the Act) have been classified as JVs under Indian The policy for determining material subsidiaries of the
Accounting Standards (Ind AS). Company has been provided in the following link: https://
During the year under review, the following changes www.tatapower.com/pdf/aboutus/policy-for-determining-
occurred in your Company’s holding structure: material-subsidiaries.pdf.

a) The following companies have been incorporated as 9. DIRECTORS’ RESPONSIBILITY STATEMENT

subsidiaries of the Company: Based on the framework of internal financial controls (IFCs)
i) TP Solar Limited and compliance systems established and maintained by the
ii) TP Nanded Limited Company, the work performed by the internal, statutory
iii) TP Green Nature Limited and secretarial auditors and external consultants, including
iv) TP Adhrit Solar Limited the audit of IFCs over financial reporting by the Statutory
v) TP Arya Saurya Limited Auditors and the reviews performed by management
vi) TP Saurya Bandita Limited and the relevant Board Committees, including the Audit
vii) TP Ekadash Limited Committee of Directors, the Board is of the opinion that the
viii) TP Govardhan Creatives Limited Company’s IFCs were adequate and effective during FY23.
ix) TP Narmada Solar Limited
x) TP Bhaskar Renewables Limited Pursuant to Section 134(5) of the Act, the Board of Directors,
xi) TP Atharva Solar Limited to the best of its knowledge and ability, confirm that:
xii) TP Vivagreen Limited i. in the preparation of the annual accounts, the
xiii) TP Vardhman Surya Limited applicable accounting standards have been followed
xiv) TP Kaunteya Saurya Limited and there are no material departures;
b) The following companies have been acquired as JVs of ii. they have selected such accounting policies and
the Company: applied them consistently and made judgements and
estimates that are reasonable and prudent so as to
i) NRSS XXXVI Transmission Limited
give a true and fair view of the state of affairs of the
ii) South East U.P. Power Transmission
Company at the end of the financial year and of the
Company Limited profit of the Company for that period;
c) The following company has ceased to be a JV of iii. they have taken proper and sufficient care for the
the Company: maintenance of adequate accounting records
i) Koromkheti Netherlands BV in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
Your Company has initiated consolidation and simplification preventing and detecting fraud and other irregularities;
of holding struture for its Renewable company viz. TPREL.
The Board of Directors of TPREL approved the Schemes iv. they have prepared the annual accounts on a going
of Arrangement for merger of Tata Power Solar Systems concern basis;
Limited, Walwhan Renewable Energy Limited (including its v. they have laid down internal financial controls to be
19 subsidiaries), TP Wind Power Limited and Chirasthaayee followed by the Company and such internal financial
Saurya Limited with TPREL. controls are adequate and operating effectively;
A report on the performance and financial position of each vi. they have devised proper systems to ensure compliance
of the subsidiaries, JVs and Associates has been provided in with the provisions of all applicable laws and that such
Form AOC-1 as per Section 129(2) of the Act. systems are adequate and operating effectively.

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10. DIRECTORS AND KEY MANAGERIAL In accordance with the requirements of the Act and the
PERSONNEL Company’s Articles of Association, Mr. Hemant Bhargava
retires by rotation and is eligible for re-appointment.
Based on the recommendation of the Nomination and
Members’ approval is being sought at the ensuing AGM for
Remuneration Committee (NRC), the Board, vide resolution
his re-appointment.
passed on April 21, 2022, approved the re-appointment of
Mr. Kesava Menon Chandrasekhar as Independent Director of During the year under review, the Non-Executive Directors
the Company for a second consecutive term i.e., from May 4, 2022 (NEDs) of the Company had no pecuniary relationship or
to February 19, 2023 (on which date he would complete 75 transactions with the Company, other than sitting fees and
years of age), subject to the approval of the Members by way commission, as applicable, received by them.
of a Special Resolution. Vide Special Resolution passed at the In terms of Section 149 of the Act, Ms. Anjali Bansal,
103rd Annual General Meeting (AGM) held on July 7, 2022, the Ms. Vibha Padalkar, Mr. Sanjay V. Bhandarkar, Mr. Ashok
Members approved the re-appointment of Mr. Chandrasekhar Sinha and Mr. Rajiv Mehrishi are the Independent Directors
as Independent Director of the Company from May 4, 2022 of the Company.
to February 19, 2023. Accordingly, Mr. Chandrasekhar ceased
to be a Director of the Company with effect from close of In terms of Regulation 25(8) of the Listing Regulations, they
business hours on February 19, 2023. The Company has have confirmed that they are not aware of any circumstances
placed on record its sincere appreciation of the contribution or situation which exists or may be reasonably anticipated
made by Mr. Chandrasekhar during his tenure on the Board that could impair or impact their ability to discharge their
of the Company. duties. Based upon the declarations received from the
Independent Directors, the Board of Directors has confirmed
Based on the recommendation of the NRC, the Board, that they meet the criteria of independence as mentioned
vide resolution passed on October 28, 2022, appointed under Section 149(6) of the Act and Regulation 16(1)(b) of
Mr. Rajiv Mehrishi as an Additional Director (Independent) the Listing Regulations and that they are independent of
of the Company, for a term of 5 years commencing the management.
from October 28, 2022 upto October 27, 2027. The said In the opinion of the Board, there has been no change in the
appointment of Mr. Mehrishi as an Independent Director circumstances which may affect their status as Independent
was approved by the Members by way of a postal ballot on Directors of the Company and the Board is satisfied of the
December 13, 2022, in accordance with the provisions of the integrity, expertise and experience (including proficiency
Act and the Listing Regulations. in terms of Section 150(1) of the Act and applicable rules
At their 99th AGM held on July 27, 2018, the Members had thereunder) of all Independent Directors on the Board.
approved the appointment of Dr. Praveer Sinha as CEO Further, in terms of Section 150 read with Rule 6 of the
& Managing Director of the Company for a period of 5 Companies (Appointment and Qualification of Directors)
years commencing from May 1, 2018 upto April 30, 2023. Rules, 2014, as amended, the Independent Directors of the
Pursuant to the provisions of Sections 196, 197, 203 and Company have included their names in the data bank of
any other applicable provisions of the Act read along with Independent Directors maintained with the Indian Institute
Schedule V to the Act and the Companies (Appointment of Corporate Affairs.
and Remuneration of Managerial Personnel) Rules, 2014, as In terms of Section 203 of the Act, following are the
amended, and based on the recommendation of the NRC of Key Managerial Personnel (KMP) of the Company as on
the Company, the Board, vide Resolution passed on March March 31, 2023:
30, 2023, approved the re-appointment of Dr. Sinha as the • Dr. Praveer Sinha, CEO & Managing Director
CEO & Managing Director of the Company, for another term
• Mr. Sanjeev Churiwala, Chief Financial Officer
of 4 consecutive years i.e., with effect from May 1, 2023
upto April 30, 2027 (i.e. date of his superannuation from the • Mr. Hanoz M. Mistry, Company Secretary
services of the Company), subject to the approval of the
Members at the ensuing AGM. 11. ANNUAL EVALUATION OF BOARD
Vide his letter dated April 27, 2023, Mr. Banmali Agrawala
PERFORMANCE AND PERFORMANCE OF ITS
submitted his resignation from the Board of the Company COMMITTEES AND INDIVIDUAL DIRECTORS
with effect from close of working day on April 28, 2023. The The annual evaluation process of the Board of Directors,
Company has placed on record its sincere appreciation of individual Directors and Committees was conducted
the contribution made by Mr. Agrawala during his tenure on in accordance with the provisions of the Act and the
the Board of the Company. Listing Regulations.

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The Board evaluated its performance after seeking inputs Directors, KMP and other employees of the Company, which
from all the Directors based on criteria such as the board is reproduced in Annexure - II to this Report.
composition and structure, effectiveness of board processes,
information and functioning, etc. 13. BOARD AND COMMITTEES OF THE BOARD
The performance of the Committees was evaluated by the Board Meetings:
Board after seeking inputs from the committee members 6 Board Meetings were held during the year under review.
based on criteria such as the composition of committees, For further details, please refer to the Report on Corporate
effectiveness of committee meetings, etc. Governance, which forms a part of this Annual Report. The
The above criteria are broadly based on the Guidance note Committees of the Board focus on certain specific areas and
on Board Evaluation issued by the Securities and Exchange make informed decisions in line with the delegated authority.
Board of India on January 5, 2017. Committees of the Board:
The Chairman of the Board had one-on-one meetings The Committees of the Board focus on certain specific
with the IDs and the Chairman of the NRC had one-on- areas and make informed decisions in line with the
one meetings with the Executive and Non-Executive, delegated authority.
Non-Independent Directors.
The following statutory Committees constituted by the
In a separate meeting of IDs, performance of Board function according to their respective roles and
Non-Independent Directors, the Board as a whole and defined scope:
the Chairman of the Company was evaluated, taking into
account the views of the Executive Director and NEDs. • Audit Committee of Directors
• Nomination and Remuneration Committee
The NRC reviewed the performance of individual directors • Corporate Social Responsibility and Sustainability Committee
on the basis of criteria such as the contribution of the • Stakeholders Relationship Committee
individual director to the Board and committee meetings • Risk Management Committee
like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, etc. Details of composition, terms of reference and number of
and the Board as a whole. meetings held for respective Committees are given in the
Report on Corporate Governance, which forms a part of this
In the Board meeting that followed the meeting of the IDs
Annual Report.
and meeting of the NRC, the performance of the Board, its
committees and individual Directors was also discussed. The Company has adopted a Code of Conduct for its
employees including the Managing Director. In addition,
The evaluation process endorsed the Board’s confidence
the Company has adopted a Code of Conduct for its Non-
in the ethics standards of the Company, cohesiveness
amongst the Board members, flexibility of the Board and Executive Directors which includes Code of Conduct for
management in navigating the various challenges faced Independent Directors, which suitably incorporates the
from time to time and openness of the management in duties of Independent Directors as laid down in the Act. The
sharing strategic information with the Board. same can be accessed using the following link: https://www.
tatapower.com/pdf/aboutus/Code-of-Conduct-NEDs.pdf.
12. POLICY ON BOARD DIVERSITY AND
All Senior Management personnel have affirmed compliance
DIRECTOR ATTRIBUTES AND REMUNERATION
POLICY FOR DIRECTORS, KEY MANAGERIAL with the Tata Code of Conduct (TCoC). The CEO & Managing
PERSONNEL AND OTHER EMPLOYEES Director has also confirmed and certified the same. The
certification is enclosed as Annexure - I at the end of the
In terms of the provisions of Section 178(3) of the Act Report on Corporate Governance.
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
14. CONSERVATION OF ENERGY AND
Director. The NRC is also responsible for recommending TECHNOLOGY ABSORPTION
to the Board, a policy relating to the remuneration of the Your Company is a pioneer in propagating energy
Directors, KMP and other employees. In line with this conservation and operational efficiency with the objective
requirement, the Board has adopted the Policy on Board of providing substantial benefit to customers in the form of
Diversity and Director Attributes, which is provided in reduced emissions, pollutants and deliver cost effective and
Annexure - I to this Report and Remuneration Policy for environment friendly energy solutions.

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In Mumbai License area, a unique consumer initiative plan for the Company. The Committee is responsible for
called ‘Be Green’ under Demand Side Management (DSM) monitoring and reviewing the risk management plan and
was launched for residential customers to purchase energy ensuring its effectiveness. The Audit Committee of Directors
efficient appliances at discounted prices and doorstep has additional oversight in the area of financial risks and
delivery. More than 4,600 appliances were delivered in controls. The major risks identified by the businesses and
FY23. It is our endeavour to incorporate cutting-edge functions are systematically addressed through mitigating
energy efficiency technologies in our programs which actions on a continuing basis. Furthermore, your Company
includes supporting customers to become RE100 compliant has set up a robust internal audit function which reviews
by offering 100% green energy, paperless processes, 100% and ensures sustained effectiveness of IFC by adopting a
EV vehicles for operation and maintenance crew, demand systematic approach to its work. The development and
response program with help of future ready smart meter implementation of risk management policy has been
systems to voluntarily manage consumer’s loads. covered in the Integrated Report (Pages 44-47).
These initiatives have been discussed in detail in the Internal Financial Control Systems and their
information on conservation of energy and technology Adequacy
absorption stipulated under Section 134(3)(m) of the Act Your Company’s internal control systems are commensurate
read with Rule 8 of the Companies (Accounts) Rules, 2014, as with the nature of its business, the size and complexity of
amended, attached as Annexure - III to this Report. its operations and such IFCs with reference to the Financial
Statements are adequate. Your Company has implemented
15. CORPORATE GOVERNANCE robust processes to ensure that all IFCs are effectively
Pursuant to Regulation 34 of the Listing Regulations, Report working. For details on IFC systems, please refer Integrated
on Corporate Governance along with the certificate from a Report (Page 45).
Practicing Company Secretary certifying compliance with There was a cyber-attack on some of the Information
conditions of Corporate Governance, forms part of this Technology (IT) infrastructure of your Company during
Annual Report. the year. Your Company had taken steps to retrieve and
restore the systems and has also put in proactive next
16. VIGIL MECHANISM generation preventive tools and capabilities. Your Company,
Your Company believes in the conduct of the affairs of its with the help of external experts, investigated the matter
constituents in a fair and transparent manner by adopting and concluded that there is no significant impact on the
the highest standards of professionalism, honesty, integrity operations and financial statements of your Company on
and ethical behaviour. In line with the TCoC, any actual or account of this incident.
potential violation, howsoever insignificant or perceived as
such, would be a matter of serious concern for the Company. 18. DETAILS OF SIGNIFICANT AND MATERIAL
The role of the employees in pointing out such violations of ORDERS
the TCoC cannot be undermined.
No significant and materials orders were passed by the
Pursuant to Section 177(9) of the Act, a vigil mechanism regulators or courts or tribunals impacting the going
was established for directors and employees to report to concern status and your Company’s operations in future.
the management instances of unethical behaviour, actual There was no application made or proceeding pending
or suspected, fraud or violation of the Company’s code of against the Company under the Insolvency and Bankruptcy
conduct or ethics policy. The Vigil Mechanism provides a Code, 2016 (31 of 2016) during the year under review.
mechanism for employees of the Company to approach the
Chief Ethics Counsellor / Chairman of the Audit Committee 19. STATUTORY AUDITORS
of Directors of the Company for redressal. No person has
At the AGM held on July 7, 2022, the Members of the
been denied access to the Chairman of the Audit Committee
Company approved the re-appointment of M/s. S R B C &
of Directors.
CO. LLP (SRBC) (ICAI Firm Registration Number: 324982E/
E300003), as the statutory auditors of the Company for a
17. RISK MANAGEMENT second term of 5 years commencing from the conclusion
The Board has formed a Risk Management Committee of the 103rd AGM of the Company till the conclusion of the
to frame, implement and monitor the risk management 108th AGM of the Company to be held in the year 2027.

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Overview for Tomorrow for Impact Value Financial Statements

20. STATUTORY AUDITOR'S REPORT 23. SECRETARIAL STANDARDS

Your standalone and the consolidated financial statements Your Company has devised proper systems to ensure
of the Company have been prepared in accordance with Ind compliance with the provisions of all applicable Secretarial
AS notified under Section 133 of the Act. Standards issued by the Institute of Company Secretaries
of India and that such systems are adequate and
The Statutory Auditor’s report does not contain any operating effectively.
qualifications, reservations, adverse remarks or disclaimers.
The Statutory Auditors of the Company have not reported 24. LOANS, GUARANTEES, SECURITIES AND
any fraud to the Audit Committee of Directors as specified INVESTMENTS
under section 143(12) of the Act, during the year under review.
Your Company, being an infrastructure company, is exempt
The Statutory Auditors were present in the last AGM. from the provisions as applicable to loans, guarantees,
securities and investments under Section 186 of the Act.
21. COST AUDITOR AND COST AUDIT REPORT Therefore, no details are required to be provided.
Your Board has appointed M/s. Sanjay Gupta and Associates
(Firm Registration No. 000212), Cost Accountants, as Cost 25. RELATED PARTY TRANSACTIONS
Auditors of the Company for conducting cost audit for In line with the requirements of the Act and the Listing
FY24. A resolution seeking approval of the Members for Regulations, the Company has formulated a Policy on
ratifying the remuneration of ₹ 6,50,000 (Rupees Six lakh Related Party Transactions and the same can be accessed
fifty thousand) plus applicable taxes, travel and actual using the following link: https://www.tatapower.com/pdf/
out-of-pocket expenses payable to the Cost Auditors for FY24 aboutus/rpt-policy-framework-guidelines.pdf.
is provided in the Notice of the ensuing AGM. Maintenance
of cost records as specified by the Central Government under During the year under review, all transactions entered into
Section 148 (1) of the Act is not applicable to the Company. with related parties were approved by the Audit Committee
The Cost Audit Report does not contain any qualifications, of Directors. Certain transactions, which were repetitive in
reservations, adverse remarks or disclaimers, nature, were approved through omnibus route. As per the
Listing Regulations, if any related party transaction exceeds
22. SECRETARIAL AUDIT REPORT ₹ 1,000 crore or 10% of the annual consolidated turnover as
per the last audited financial statement whichever is lower,
Makarand M. Joshi & Co., Company Secretaries (Peer Review
would be considered as material and require Members
Number: 640/2019), were appointed as Secretarial Auditors
approval. In this regard, during the year under review, the
of your Company to conduct a Secretarial Audit of records
Company had taken necessary Members approval. However,
and documents of the Company for FY23. The Secretarial
there were no material transactions of the Company with any
Audit Report confirms that the Company has complied with
of its related parties as per the Act. Therefore, the disclosure
the provisions of the Act, Rules, Regulations and Guidelines
of Related Party Transactions as required under Section
and that there were no deviations or non-compliances.
134(3)(h) of the Act in Form AOC-2 is not applicable to the
The Secretarial Audit Report is provided in Annexure-IV to
Company for FY23 and, hence, the same is not required to
this Report.
be provided.
The Secretarial Audit Report does not contain any
qualifications, reservations or adverse remarks or disclaimers.
26. SUSTAINABILITY
As per the requirements of Listing Regulations, Practicing Your Company is committed to the Tata Group values
Company Secretaries of the material unlisted subsidiaries and the nation’s vision for sustainable growth and energy
of the Company have undertaken secretarial audits of security for all. In addition, strong focus is placed on staying
subsidiaries for FY23. The Secretarial Audit Reports of such abreast of international practices and societal imperatives,
subsidiaries confirms that they have complied with the in alignment with the UNSDGs. More than 1/3rd of your
provisions of the Act, Rules, Regulations and Guidelines and Company's generating capacity comes from clean energy
that there were no deviations or non-compliances. sources like solar, wind, hydro and waste heat recovery
The Secretarial Audit Reports of the unlisted material with further additions being made through hybrid systems
subsidiaries viz. Walwhan Renewable Energy Limited, Tata and emerging renewable energy technologies. Your
Power Solar Systems Limited, TP Western Odisha Distribution Company is also conscious of rising gen-next consumer
Limited and Tata Power Delhi Distribution Limited have been sentiment around environmentally responsible lifestyle
annexed to this Report. and consumption and has created multiple products and

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services that enable customers to make small changes today as uplifting the spirits of marginalized communities through
for a greener tomorrow. our steadfast commitment towards the Tata Affirmative
Action (AA) program.
Your Company has announced its sustainability aspirations
in alignment with the Tata Group’s vision of sustainability Your Company takes great pride in joining hands with
leadership in Project Aalingana. The ambition is to become more than 80 esteemed public institutions, including but
Carbon Net Zero before 2045, Water Neutral and Zero not limited to the Integrated Child Development Scheme
Waste to Landfill by 2030 and incorporate No Net Loss to (ICDS), various government hospitals and schools, as well as
Biodiversity by 2030 and decisive measures have been gram panchayats and forest divisions. Our joint efforts are
put into motion to steer this transformation journey. Your aimed towards building a society that is more equitable and
Company’s efforts on this path have been validated and empowering for all its members.
acknowledged by external ESG experts, with your Company
Flagship initiatives undertaken across various locations
consistently leading the Energy sector rankings, domestic
during FY23, can be summarized as below:
and global. Your Company represented India to co-create the
Global Sustainable Development Goals (SDG) roadmap for • Club Enerji, a dynamic resource and energy
electric utilities with World Business Council for Sustainable conservation initiative, has successfully reached 80
Development (WBCSD) along with 10 other global energy schools in New Delhi, Maharashtra, Karnataka, Madhya
utilities and has made climate strategy commitments Pradesh and Tamil Nadu. With a focus on engaging
aligned to leading international guidance initiatives like and inspiring young minds, this initiative is fuelling a
Science Based Targets initiative (SBTi) and Task Force on movement towards responsible energy consumption
Climate-related Financial Disclosures (TCFD). and environmental stewardship.
26.1 CARE FOR OUR COMMUNITY/COMMUNITY • Adhikaar empowers communities and institutions
RELATIONS by fostering financial inclusion and bridging the gap
Our business is dedicated to transforming millions of lives to access government social security and welfare
through sustainable practices, eco-friendly offerings, and schemes. Adhikaar has already expanded to 80 districts
holistic community development initiatives. We are proud across 13 states in India covering 6.46 lakh beneficiaries:
to have reached some of the most remote areas of India developing 800+ Adhikaarpreneurs and unlocking
through our Tata Power Community Development Trust value worth ₹ 180 crore through government schemes.
(TPCDT), which serves as the foundation for our CSR efforts • PayAutention, a beacon of hope for those seeking
across geographies. support and guidance on autism spectrum disorder
Your Company has always placed the community at the in India. Through this initiative, we have trained 895
centre of our existence, and we have identified three Anganwadi workers and members of Women Self
Help Groups (SHGs) to identify and provide crucial
focus areas to guide our efforts: Education, Employability
support for those with Autism. Our outreach efforts
and Employment, and Entrepreneurship. These areas
have also touched the hearts and minds of over 5,000
are reflected in our five flagship initiatives: Club Enerji
community members and has reached 17 states across
(promoting education and energy conservation), Adhikaar
India. Over 50 national and regional organisations have
(financial and digital inclusion), PayAutention (supporting
become part of the National Autism support network
autism), Roshni (Integrated vocational training) and Anokha
in India with PayAutention.
Dhaaga (Microenterprises for collectives). We also provide
essential enablers to meet community development needs • Roshni has illuminated the path to success for
through our special initiatives such as Urja. The Company's thousands of young minds across the nation. With 64
rich culture of volunteering is taken forward by 'Arpan' vocational training centres spanning over 15 districts
programme where employees have clocked over one lakh in 11 states, Roshni has paved the way for the youth to
volunteering hours annually. We remain committed to shine in the ever-growing green job sector and unlock
empowering communities and driving positive change their potential as budding entrepreneurs. In FY23, an
in society. impressive 39,156 individuals have benefited from this
enlightening program.
In FY23, Company’s prized initiatives have made their way
into the hearts and minds of people residing in 85 districts • Abha initiative empowers women to earn while they
spanning across 17 states. This remarkable feat includes learn. This initiative has lit up the lives of women in
touching the lives of 37.17 lakh dwelling in 11 aspirational Delhi, Odisha and Mumbai. Collaborating with over
districts as designated by NITI Aayog, Govt. of India, as well 500 SHGs in Odisha, 200 groups in Delhi, and 200 more

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in Mumbai, Abha is making strides towards a brighter 26.2 AFFIRMATIVE ACTION

and more equitable future. Your Company is committed to fostering social inclusivity
• Anokha Dhaaga is a group of determined and skilled and promoting Affirmative Action. With a steadfast focus on
women, led by their entrepreneurial spirit, embarking uplifting marginalized communities, it has embarked on a
on a journey of empowerment and self-reliance. This journey that aligns with the Tata philosophy. Through our
initiative has trained around 26,170 women across 8 flagship programs, we aim to make a positive impact on the
states in India and have designed 40+ unique creation. lives of those who need it the most. Our targeted outreach
efforts extend to families from Scheduled Castes, Scheduled
• Urja initiative has been a driving force in supporting Tribes, other backward classes, migrant families, sanitation
the fundamental requirements of communities, workers, and individuals with disabilities, among other
under the area of essential enablers and instrumental disadvantaged groups. We believe in creating a level playing
in improving the lives of people in rural and urban field for all, and this is reflected in our vendor enlistment and
areas, where basic amenities are scarce. This initiative ordering process.
has been felt far and wide, with nearly 200 public
institutions including schools across 18 districts Our Corporate Contracts department, working in
benefitting from the programme. Furthermore, the Lab conjunction with Procurement Heads at the division and
on Bike programme, which is focused on promoting site level, ensures that SC/ST vendors are given equal
Science, Technology, Engineering and Mathematics opportunities to participate in business ventures. We
(STEM) education in rural areas, has been successfully encourage entrepreneurship and offer a 5% price preference
rolled out in more than 27 schools in Rajasthan, over the L1 bidder, providing a fair chance for these vendors
Madhya Pradesh, Maharashtra and Uttar Pradesh to compete. Moreover, we incentivize the engagement of
providing experiential learning opportunities to nearly 50% of the workforce by vendors from the SC/ST community,
4,000 children. by offering 1% of the contract value. We understand that
entrepreneurship is a key driver of growth, and we are
• Arpan: The Company’s commitment to social and committed to supporting enterprise development in the
environmental responsibility appears in its Arpan communities where we operate. Our commitment to social
program, which encourages employees to engage inclusivity is an integral part of our business ethos, and we
with meaningful initiatives and make a positive impact will continue to work towards creating a level playing field
in their communities. In FY23, 18,638 employees for all.
volunteered for the initiative and clocked over 1 lakh
volunteering hours. The Company earned eight awards 26.3 SUSTAINABILITY REPORTING
at the Tata Sustainability Conclave in November, 2022 Your Company has voluntarily adopted the International
for this initiative. Integrated Reporting Council (IIRC)-IR Framework to
prepare its fourth Integrated Report FY23 as per SEBI
The CSR policy of the Company has been provided on the
recommendations in February, 2017. Your Company had
Company’s website at https://www.tatapower.com/pdf/
also voluntarily prepared the Business Responsibility and
aboutus/csr-policy.pdf.
Sustainability Report (BRSR) a year before the mandated
The Company’s standalone CSR spend for FY23 was requirement of FY23 by SEBI in May, 2021 for the top 1,000
₹ 4.06 crore against nil CSR obligation (calculated as per listed companies (by market capitalization). Your Company
Section 135 of the Act). Details of the consolidated CSR has this year again prepared BRSR with disclosures on both
activities of your Company and its key subsidiaries are Essential and Leadership Indicators. The content of the
described in Communities section of Integrated Report report is in accordance with the Global Reporting Initiative
(Pages 100-107) as well as in the Business Responsibility (GRI) 2021 standards and aligns to the National Voluntary
and Sustainability Report (BRSR). The annual report on Guidelines (NVG) on Social, Environmental and Economic
CSR activities (standalone) is provided in Annexure - V to responsibilities of the business as well as the United Nations
this Report. On a consolidated basis, the Company's Group SDGs. The Integrated Report communicates your Company's
entities expenditure on CSR activities stood at ₹ 50.01 crore performance on financial and non-financial aspects to all
against the CSR obligation of ₹ 50.19 crore (calculated as per stakeholders, underlying the priority of our leadership and
Section 135 of the Act) in FY23. The balance unspent of CSR strategy towards value creation as well as commitment to
obligation has been transferred to Special Bank Account in a more sustainable future with low-carbon smart energy
compliance with the provisions of the Act. solutions giving more power to you.

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1. Environment processes, usage of drones, robot, remote monitoring,

Your Company continues to strive for efficiency in mechanisation, automization, artificial intelligence,
operations and maintenance through adoption of video analytics, virtual reality,safe systems for high-
best practices optimizing its efficiency parameters like risk activities, etc. to eliminate and minimize the risks
heat rate and auxiliary power consumption resulting associated with various activities for betterment of
in lower resource consumption and optimal carbon safety performance. More deployment of advanced
emissions. Your Company has been rated “B” under technologies, skill set and behavioural interventions
CDP, a reporting framework disclosure. Continuing its are planned in the near future for further enhancement
path to be a pioneer for environmental stewardship of safety performance. A detailed description of
in power industry, your Company further focusses Health and Safety initiatives taken by your Company
on efficient use of water, prudent recycling and is outlined in Employees section of Integrated Report
waste disposal measures and remains committed to (Pages 84-95).
comply with regulations. In addition, your Company 3. Customer Relationship
has adopted Rainwater Harvesting policy and fast Your Company is working consistently towards
implementing this policy across all its locations. becoming a ‘Utility of the Future’ with pioneering
Your Company also has been strategically focussing energy solutions to create a sustainable future.
on scaling up renewables business, venturing into Building lasting relationships with all our stakeholders,
new energy efficient green business initiatives like especially our customers, is a responsibility which
Microgrids, EV charging, Home Automations, Solar is owned and cherished. Our focus in our routine
Rooftop as well as exploring new opportunities in operations revolves around our customer affection
distribution businesses. All these initiatives reinforce statement, 'To earn the affection of customers by
your Company’s commitment towards sustainable delivering superior value and superior experience
Green” growth and encouraging the customer to avail thereby making them ambassadors'. Your Company
energy efficient, future-ready, smart energy solutions. ensures 100% health and safety communication for
products and services through safety signage in and
A brief outline of your Company’s efforts towards
around substations and public places.
protection of environment and biodiversity is given
in the Environment section of Integrated Report Your Company has pledged to continue being a
(Page 108-123) bias free and inclusive organisation. Towards this
commitment, as a first among Indian power utilities,
2. Health and Safety the first Divyang managed Customer Relation Centre in
Your Company is consciously committed to health and Mumbai has been inaugurated to serve all consumers
safety of all employees and other stakeholders with with delight. The centre aims in giving a dignified
a defined safety vision 'To be a leader in Safety work livelihood by encouraging Persons with Disabilities to
practices in the global power and energy business'. fearlessly aspire and achieve their dreams. With UJALA,
Your Company employs a pro-active and pre-emptive Bills in Braille, the visually impaired are also empowered
approach to occupational health and safety and is to understand their power supply bills and pay bills on
committed to actively drive the agenda through the time. The introduction of dedicated counters across
length and breadth of the organisation. Consequently, all Customer Relation Centres in Mumbai for Senior
100% of your employees and contractual workforce Citizens and Persons with Disabilities, lends further
are trained on various aspects of Occupational Health credence to the brand which is synonymous with Care
and Safety management system. Your company for its customers.
maintains and continually improve management Your Company has achieved an annualized sale of
systems to eliminate hazards, reduce health & safety 235 MUs in Green Power in FY23. With the power to
risks to all our stakeholders. Close monitoring of choose 100% Green Power for entire consumption,
safety performance has also helped your Company to this model has received a boost across all DISCOMS
track desired goal of "No harm No Injuries". Suraksha in India. Many states have already implemented
mobile application (SAP based) is one such monitoring this solution within their regulatory framework. In
intervention that enables employees to conveniently caring for the environment, various measures were
report safety observations through Surakha Samwad adopted to encourage consumers to adopt a digital
program. Furthermore, your Company has already lifestyle. Around 55% of our consumers are now E-Bill
started venturing towards application of advanced consumers and have supported in paperless billing. In
technologies like digitization, e-enablement of safety addition, your Company achieved benchmark of 88%

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in digital payment amount from its consumers. Further, and economic responsibilities of business as framed by the
adoption of digital billing and payment will save an MCA. Cross referencing is provided in relevant sections of
estimated 50 lakh sheets of paper yearly. Integrated Report with suitable references to the BRSR.
A detailed description of your customer relation
measures is given in Customers section of Integrated 26.5 PREVENTION OF SEXUAL HARASSMENT
Report (Pages 72-83). The Company has zero tolerance for sexual harassment
4. Human Resource Management at the workplace and has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at
Your Company firmly believes that employees
the Workplace, to provide protection to employees at
are its greatest asset. The focus of the Human
Resources (HR) strategy is to enable the growth of the workplace and for the prevention and redressal of
the Company through talent fulfilment for growth complaints of sexual harassment and for matters connected
areas, capability building in emerging technologies or incidental thereto, with the objective of providing a safe
and building internal talent pipeline. Some of the working environment, where employees feel secure.
key talent initiatives are Talent NXT- identification Disclosures in relation to the Sexual Harassment of Women at
and development of future leaders, 3-tier leadership Workplace (Prevention, Prohibition and Redressal) Act, 2013
development framework aimed to build leadership have been provided in the Report on Corporate Governance
at all levels, future skills academies for building future
as well as MD&A.
organisational capabilities, ‘Daksha’ for future proofing
careers through reskilling and re-deployment. Tata 27. ANNUAL RETURN
Power Cadre Development Program (TPCDP) is Pursuant to Section 92 of the Act and Rule 12 of the
deployed for all trainees joining the Company. The Companies (Management and Administration) Rules, 2014
TPCDP framework comprises specialized functional as amended, the Annual Return is available on the website of
and technical training programs, InnoRise, Youth the Company on the following link: https://www.tatapower.
Power Confluence, MyMentor mentoring program
com/pdf/investor-relations/Annual-Return-MGT-22-23.pdf.
and other focused developmental interventions to
familiarize the young workforce with the Company’s
28. PARTICULARS OF EMPLOYEES AND
business lines, culture and to prepare them for taking
larger roles in future.
REMUNERATION
The information required under Section 197(12) of the
Your Company is also focused on enabling the overall
Act read with Rule 5 of the Companies (Appointment and
wellbeing of its employees. The same is ensured by ‘A
Fuller Life’- a holistic health and wellbeing program Remuneration of Managerial Personnel) Rules, 2014, is
for the employees focusing on their physical, mental, attached as Annexure - VI.
psychological, financial and career wellbeing. Statement containing the particulars of top ten employees
Your Company is also working towards enabling the and the employees drawing remuneration in excess of
inclusion of a more diverse workforce with focus on limits prescribed under Section 197(12) of the Act read
Gender Diversity, Generational Diversity and Persons with Rule 5(2) and (3) of the Companies (Appointment
with Disability (PwD). People policies are periodically and Remuneration of Managerial Personnel) Rules, 2014
revised and strengthened in order to address the is an annexure forming part of this Report. In terms of the
needs and requirements of the workforce. proviso to Section 136(1) of the Act, the Report and Accounts
A detailed description is given in the Employees section are being sent to the Members excluding the aforesaid
of the Integrated Report (Pages 84-95). annexure. The said statement is available for inspection
with the Company. Any Member interested in obtaining a
26.4 BUSINESS RESPONSIBILITY & SUSTAINABILITY copy of the same may write to the Company Secretary at
REPORT (BRSR) investorcomplaints@tatapower.com.

In accordance with Regulation 34(2)(f) of the Listing Officers of the organisation are classified into five
Regulations, BRSR, covering disclosures on the Company’s management work levels i.e. MA, MB, MC, MD and
performance on Environment, Social and Governance ME. The work levels are further divided into grades.
parameters for FY23, is part of this Integrated Report. Non-management employees are across different grades
BRSR includes reporting on the nine principles of the and also have been classified as unskilled, semi-skilled,
National Voluntary Guidelines on social, environmental skilled and highly skilled.

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29. DEPOSITS 31. ACKNOWLEDGEMENTS

The Company has not accepted any deposits from public On behalf of the Directors of the Company, I would like to
and as such, no amount on account of principal or interest place on record our deep appreciation to our shareholders,
on deposits from public was outstanding as on the date of customers, business partners, vendors, bankers, financial
the Balance Sheet. institutions and academic institutions for all the support
rendered during the year.
30. FOREIGN EXCHANGE - EARNINGS AND OUTGO The Directors are thankful to the Government of India, the
(` crore)
various ministries of the State Governments, the Central and
Particulars - Standalone FY23 FY22 State electricity regulatory authorities, communities in the
Foreign Exchange Earnings 3,386 4,656 neighbourhood of our operations, municipal authorities of
Foreign Exchange Outflow Mumbai, and local authorities in areas where we are operational
mainly on account of: in India; as also partners, governments and stakeholders in
• Fuel purchase 7,528 4,678 international geographies where the Company operates, for
• Interest on overseas 121 58 all the support rendered during the year.
creditors, NRI dividends
Finally, we appreciate and value the contributions made by
• Purchase of capital 49 31 all our employees and their families for making the Company
equipment, components
and spares and other
what it is.
miscellaneous expenses On behalf of the Board of Directors,

N. Chandrasekaran
Chairman
Mumbai, May 4, 2023 (DIN:00121863)

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Annexure - I : Policy On Board Diversity And Director Attributes

(Ref.: Board's Report, Section 12)

1. Objective Act') and the Securities and Exchange Board

1.1 The Policy on Board Diversity ('the Policy') sets out of India (Listing Obligations and Disclosure
the approach to diversity on the board of directors Requirements) Regulations, 2015 in respect of the
(‘the Board’) of The Tata Power Company Limited 'independence' criterion.
('the company'). Additional Attributes
1.2 The Company recognises that diversity at Board level
• The directors should not have any other pecuniary
is a necessary requirement in ensuring an effective
relationship with the company, its subsidiaries,
Board. A mix of executive, independent and other non-
executive Directors is one important facet of diverse associates or joint ventures and the company’s
attributes that the Company desires. Further, a diverse promoters, besides sitting fees and commission.
Board representing differences in the educational • The directors should not have any of their relatives
qualifications, knowledge, experience, gender, age, (as defined in the Act and Rules made thereunder)
cultural background, race, ethnicity, nationality,
as directors or employees or other stakeholders
thought, perspective and other diversity results in
(other than with immaterial dealings) of
delivering a competitive advantage and a better
the company, its subsidiaries, associates or
appreciation of the interests of stakeholders. These
joint ventures.
differences should be balanced against the need for a
cohesive, effective Board. All Board appointments shall • The directors should maintain an arm’s length
be made on merit having regard to this policy. relationship between themselves and the
employees of the company, as also with the
2. Attributes of Directors directors and employees of its subsidiaries,
2.1 The following attributes need to be considered in associates, joint ventures, promoters and
considering optimum board composition: stakeholders for whom the relationship with
i) Gender diversity these entities is material.
Having at least one woman director on the Board • The directors should not be the subject of
with an aspiration to reach three women directors. allegations of illegal or unethical behaviour, in
ii) Age their private or professional lives.
The average age of board members should be in • The directors should have ability to devote
the range of 60 - 65 years. sufficient time to the affairs of the Company.
iii) Competency
The board should have a mix of members with 3. Role of the Nomination and Remuneration
different educational qualifications, knowledge Committee
and with adequate experience in finance,
3.1 The Nomination and Remuneration Committee
accounting, economics, legal and regulatory
matters, the environment, green technologies, ('the NRC') shall review and assess board composition
operations of the company’s businesses, energy whilst recommending the appointment or
commodity markets and other disciplines related reappointment of independent directors.
to the company’s businesses.
iv) Independence 4. Review of the Policy
The independent directors should satisfy the 4.1 The NRC will review this policy periodically and
requirements of the Companies Act, 2013 ('the recommend revisions to the board for consideration.

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Annexure - II : Remuneration Policy For Directors, Key Managerial Personnel And Other
Employees
(Ref.: Board's Report, Section 12)

The philosophy for remuneration of directors, Key Managerial o Overall remuneration should be reflective of size
Personnel ('KMP') and all other employees of The Tata Power of the company, complexity of the sector/industry/
Company Limited ('company') is based on the commitment of company’s operations and the company’s capacity to
fostering a culture of leadership with trust. The remuneration pay the remuneration.
policy is aligned to this philosophy. o Overall remuneration practices should be consistent
This remuneration policy has been prepared pursuant to the with recognized best practices.
provisions of Section 178(3) of the Companies Act, 2013 ('Act') o Quantum of sitting fees may be subject to review on a
and Regulation 19 read with Part D of Schedule II of the Securities periodic basis, as required.
and Exchange Board of India (Listing Obligations and Disclosure o The aggregate commission payable to all the NEDs
Requirements) Regulations, 2015 ('Listing Regulations'). In case and IDs will be recommended by the NRC to the Board
of any inconsistency between the provisions of law and this based on company performance, profits, return to
remuneration policy, the provisions of the law shall prevail and investors, shareholder value creation and any other
the company shall abide by the applicable law. While formulating significant qualitative parameters as may be decided
this policy, the Nomination and Remuneration Committee ('NRC') by the Board.
has considered the factors laid down under Section 178(4) of the o The NRC will recommend to the Board the quantum
Act, which are as under: of commission for each director based upon the
“(a) the level and composition of remuneration is reasonable outcome of the evaluation process which is driven by
and sufficient to attract, retain and motivate directors of the various factors including attendance and time spent
quality required to run the company successfully; in the Board and committee meetings, individual
contributions at the meetings and contributions made
(b) relationship of remuneration to performance is clear and by directors other than in meetings.
meets appropriate performance benchmarks; and
o In addition to the sitting fees and commission,
(c) remuneration to directors, key managerial personnel and the company may pay to any director such fair
senior management involves a balance between fixed and and reasonable expenditure, as may have been
incentive pay reflecting short and long-term performance incurred by the director while performing his/her
objectives appropriate to the working of the company and role as a director of the company. This could include
its goals.” reasonable expenditure incurred by the director for
attending Board/Board committee meetings, general
Key principles governing this remuneration policy are as follows: meetings, court convened meetings, meetings with
• Remuneration for independent directors and non- shareholders/ creditors/management, site visits,
independent non-executive directors induction and training (organized by the company for
o Independent directors ('ID') and non-independent directors) and in obtaining professional advice from
non-executive directors ('NED') may be paid sitting independent advisors in the furtherance of his/her
fees (for attending the meetings of the Board and duties as a director.
of committees of which they may be members) and • Remuneration for managing director ('MD')/executive
commission within regulatory limits. directors ('ED')/KMP/rest of the employees1
o Within the parameters prescribed by law, the payment o The extent of overall remuneration should be sufficient
of sitting fees and commission will be recommended to attract and retain talented and qualified individuals
by the NRC and approved by the Board. suitable for every role. Hence remuneration should be:
o Overall remuneration (sitting fees and commission) § Market competitive (market for every role is
should be reasonable and sufficient to attract, retain defined as companies from which the company
attracts talent or companies to which the
and motivate directors aligned to the requirements
company loses talent).
of the company (taking into consideration the 1
Excludes employees covered by any long term settlements or specific term
challenges faced by the company and its future growth contracts. The remuneration for these employees would be driven by the respective
imperatives). long term settlements or contracts.

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§ Driven by the role played by the individual. § In addition to the basic/fixed salary, benefits,
perquisites and allowances as provided above, the
§ Reflective of size of the company, complexity of
company provides MD/EDs such remuneration
the sector/industry/company’s operations and
by way of commission, calculated with reference
the company’s capacity to pay.
to the net profits of the company in a particular
§ Consistent with recognized best practices. financial year, as may be determined by the Board,
subject to the overall ceilings stipulated in Section
§ Aligned to any regulatory requirements.
197 of the Act. The specific amount payable to
o In terms of remuneration mix or composition: the MD/EDs would be based on performance as
evaluated by the Board or the NRC and approved
§ The remuneration mix for the MD/EDs is as per the
by the Board.
contract approved by the shareholders. In case of
any change, the same would require the approval § The company provides the rest of the employees
of the shareholders. a performance linked bonus. The performance
linked bonus would be driven by the outcome
§ Basic/fixed salary is provided to all employees to
of the performance appraisal process and the
ensure that there is a steady income in line with
performance of the company.
their skills and experience.
• Remuneration payable to Director for services rendered
§ In addition to the basic/fixed salary, the company
in other capacity
provides employees with certain perquisites,
allowances and benefits to enable a certain The remuneration payable to the Directors shall be inclusive
level of lifestyle and to offer scope for savings of any remuneration payable for services rendered by such
and tax optimization, where possible. The director in any other capacity unless:
company also provides all employees with a a) The services rendered are of a professional nature; and
social security net (subject to limits) by covering
medical expenses and hospitalisation through re- b) The NRC is of the opinion that the director possesses
imbursements or insurance cover and accidental requisite qualification for the practice of the profession.
death and dismemberment through personal • Policy implementation
accident insurance.
The NRC is responsible for recommending the remuneration
§ The company provides retirement benefits policy to the Board. The Board is responsible for approving
as applicable. and overseeing implementation of the remuneration policy.

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Annexure - III : Conservation of Energy & Technology Absorption

(Ref.: Board's Report, Section 14)

A. CONSERVATION OF ENERGY event, 24,788 nos. of consumers participated contributing

to a total load curtailment of 14.58 MW.
i. The steps taken or impact on conservation of energy:
Your Company is a pioneer in propagating energy Generation Business
conservation and operational efficiency with the objective In the generation business, various initiatives have been
to provide substantial benefit to customers in the form of taken for optimisation of operating parameters across
reduce emissions, pollutants and deliver cost effective and various plants. Few of these initiatives are highlighted below:
environment friendly energy solutions.
§ Optimisation of High Tension (HT) drive running
In Mumbai License area, your Company launched a unique in partial load operation to reduce auxiliary
consumer initiative called ‘Be Green’ under Demand power consumption.
Side Management (DSM) for residential customers to
purchase energy efficient appliances at discounted prices § Full Wave (FW) pressure optimisation for reduction of
and doorstep delivery. More than 4,625 appliances were auxiliary power consumption.
delivered in FY23. It is our endeavour to incorporate cutting-
§ Inhouse development of macro based excel tool for
edge energy efficiency technologies in our programs.
DSM Management.
The following DSM programs were implemented in FY23:
§ Specific Energy Consumption (SEC) formulation for
§ BLDC Ceiling Fan program optimum use of equipment in Coal Handling Plant
§ 5-star inverter based Split AC program (CHP).

§ 5-star Refrigerator program § Interconnection of conveyors for increasing coal

handling stream connectivity and availability.
§ Energy efficient LED Tube Light program
§ Metal detector is installed on conveyors for the
§ Installation of EV Slow charger in consumer premises
protection of crusher from ingress of foreign metallic
Furthermore, your Company facilitates energy audits for items along with uncrushed coal which has resulted
industrial and commercial consumers through energy in reduction of crusher idle running hours and
auditors accredited by Bureau of Energy Efficiency improvement of specific energy consumption.
(BEE) helping them to get precise and actionable
recommendations for energy saving. 3,451 MWh of energy § Optimisation under Reliability Centered Maintenance
saving recommendations were provided in FY23. (RCM) approach and GE Asset Performance
Management (APM) analytics. Under RCM strategy,
Your Company continues to strive for new avenues reduction of Coal Mill vibration level by improving
to improve operational efficiency across generation, mill maintenance strategy.
renewables and transmission and distribution businesses
leading to conservation of energy and optimization of § Inhouse talent development of training for
resource consumption. commissioning and testing of Variable Frequency
Driver (VFD) Tunning and Troubleshooting;
“Energy Conservation Week” is celebrated every year in
Atmosphere Supplying Respirator(ASR) Relays; HT
the 3rd week of December. A wide range of activities/
events is organised to spread awareness about Energy Motor Core Flux tests; Switchyard and Generation
Conservation and exhort all stakeholders to adopt energy- Transmission (GT) Yards Testing Activities.
efficient practices. § Implemented flexible operations in Unit 5 (500 MW)
In its continuous pursuit of offering sustainable solutions, at Trombay using Siemens Omnivise platform.
your Company in Mumbai Distribution areas intends to roll § Real time digital tool using AI/ML for condenser
out an initiative “Tata Power Demand Response Program”. vacuum improvement.
The primary aim of this program is to connect with our
esteemed consumers who are already future-ready with § Developed digital tool kit to reduce start-up duration
smart meter systems to voluntarily manage their loads in CCGT 180 MW, thereby optimizing Fuel and
through Behavioural Demand Response Programs. In this Aux consumption.

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§ Generation Prediction by using Machine Learning Transmission and Distribution Business

Algorithm tool has been developed for better
power scheduling. Few initiatives taken in transmission and distribution
business are highlighted below:
§ Improvement in cooling tower performance by
installation of upgraded Accu spray Nozzles. § 75,000 Smart meters installed under Smart Meter
rollout project in Mumbai.
Renewables Business
Few of the initiatives taken in our renewables business is § 3 patent granted to Mumbai Distribution for Voice
highlighted below: Assisted Switchgear for Safe RMU operation, Network
management application SPINe-Spatial Patrolling
For Solar sites: Interface and Certificate of Registration of Design for
§ New Innovative and just in time civil grouting system Ferrule Design for Cable repair.
with “Driven Pile” technology which eliminated
§ Mumbai Distribution inaugurated the first ever
the time consumed by the conventional pile on
‘Divyang’ Customer Relation Centre in India; reiterates
technology, this has enhanced the speed of execution
its efforts towards fostering diversity and inclusion.
of the ground mount solar power plant installations.
§ New innovative Safety gadgets - New and innovative § Internet of Things (IOT) based feeder pillar for
collection of complete range of Roof top solar safety data analysis and network planning in Mumbai
furniture which include the safety lifeline system, Distribution Area.
safety walkways and edge barricading systems,
§ Space optimization by Introducing Underground
Skylight Guards were designed developed and
substation first time in Mumbai, Micro Pad mounted
implemented – which ensures safety first in roof top
substation and Tower Mounted substation.
business installations.
§ Designed and developed Solar solutions for Rural § Voice assisted Switchgear to improve operational safety.
market agricultural produce cottage industries § LORA based monitoring for improving
segment like Atta Chakki mills, Rice Mills, etc. which reliability parameters.
has resulted in elimination of fossil fuel burning and
elimination of CO2 emissions. This solar solution has § 1 Lakh+ consumers are connected through AMR+
complimented in utilisation of the solar power for Smart Meter.
many applications including lighting and heating.
§ Integration of Smart meter data with energy audit
§ Designed, Developed, Trained and implemented transformer loading report, AT&C loss calculations,
“Make it yourself Design Kits” (MIY) of solar module duly integrated with GIS, billing engine, implemented
mounting Structures in the direction of empowering / Smart prepaid metering.
encouraging the channel partners to be self-sufficient
in the installation thereby reducing the lead time for § In-house Energy Management Solutions: Facilitates
the installation and enhancing the order execution and customers for installation of home automation devices.
completion speed.
§ Develop mobile apps for ease of access.
For Wind sites:
§ Blade leading edge protection carried out to enhance § Installation of energy efficient devices under DSM.
the life of Wind turbine blades. § IOT based transformer monitoring.
§ Vortex generator installed at some sites to improve
Your Company remains committed to deliver superior
energy yield approximately by 0.5%.
customer value by leveraging on digital technologies.
§ Predictive analysis which gives monitoring and Providing solar rooftop EPC solutions to consumers who
prediction based on electrical variables, early fault draw power from the distribution grid. The cumulative
diagnostics in generator and power electronic capacity installed as of March 31, 2023 is 15.48 MW which
equipments as a part of Central Control room for comprises Residential- 5.97 MW; other than Residential- 9.51
Renewable Assets (CCRA) intervention pilot project MW. We also promote the MNRE Phase 2 subsidy scheme on
was implemented. our bills to spread awareness for those who are eligible.

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ii. The steps taken by the Company for utilising alternate c. Installed 205.90 KW Rooftop solar plant in various
sources of energy: locations in Mumbai license area.
a. Installed Rooftop solar project in 10 receiving stations d. Installed rooftop solar plant of 50.80 KW in Jojobera
(400.20 KW). thermal plant to reduce energy consumption.
b. Solar project in Trombay plant of 59 KW for iii. The capital investment on energy conservation equipments:
auxiliary consumption.
The total capital investment on energy conservation
equipments is ` 0.89 crore.

B. TECHNOLOGY ABSORPTION
1 The efforts made towards • Utilisation of camera integrated safety helmet device for real time supervision of site activities.
technology absorption • Adopting Vanadium Redox flow battery as an alternative to Lead-Acid / Lithium-ion chemistry for storage
applications across business.
• Development of application for Line Tripping which is a replacement to the traditional ways of monitoring
of Line Tripping.
• Pole Mounted Auto Voltage Detection Device to reduce risk of Electrocution during replacement of fuse
at distribution line cut point.
• Building a Machine Language (ML) based model to predict consumer payment patterns of individual
consumers/set of consumers.
• Remote operation of concrete breaking for cycle time reduction & Safety improvement.
• Co-develop and Install a Mini Grid with special transformer to step down HT voltages to directly single-
phase LT voltages.
• Collecting live images from distributed locations across operational area for AI enabled video analytics
safety solution.
• Green cover mapping using GIS.
• Deployment of Unmanned Aerial Vehicles (Drones) with different sensors and cameras for inspection
of solar plants, transmission lines, high rise structures, switchyard thermal scanning, hydro power plant
assets and by DISCOMs for billing and theft detection in rural areas.
• Deployment of BOTs for waterless cleaning of solar modules.
• Implementation of artificial intelligence in site supervision through CCTV camera.
2 The benefits derived like product • Low cost and alternate chemistry storage solutions for integration with renewable energy sources.
improvement, cost reduction, • Increase in power system reliability and equipment availability by reducing forced outages.
product development or import • Potential business opportunities vide new product development initiatives.
substitution
• Substantial reduction in cost, time and efforts for preventive maintenance and inspection on improving.
safety standards.
• Better maintenance planning, vegetation management and improved operational management aspects.
• Digitization of assets and inspected objects for future reference.
3 In case of imported technology Urban Energy Island development for leveraging data generated through LV Automation and Smart Meters,
(imported during the last three Creating Energy Islands to reduce consumers affected by power interruptions, Developing “Prosumer”
years reckoned from the beginning Communities and Creating Energy Efficient Systems.
of the financial year), following
information may be furnished:
a) The details of technology a) I-Electrix
imported
b) The year of Import b) FY22-23
c) Whether the technology been c) Yes
fully absorbed?
d) If not fully absorbed, areas where d) Not Applicable
this has not taken place and the
reasons thereof and future plan
of action
4 Expenditure on R & D (in ₹ crore)
a) Capital a) ₹ 17.06 crore
b) Revenue b) Nil

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C. RESEARCH AND DEVELOPMENT

1 Specific area in which • Remote operation of Medium Voltage Switch gear using bot in thermal power plant.
R&D carried out by • Transformer LT cable box remote monitoring system developed and installed.
the Company • Material optimisation for PV Modules and cost optimization of Floating Solar System for renewables business.
• Development and deployment of insulated telescopic, portable and battery-operated device for tree trimming.
• Zero cross arm HT poles: New design combines the cross arm and insulator into one equipment. No additional
Insulator required.
• Indigenisation of single axis tracker for bifacial Photo Voltaic system.
• Inhouse development of new products like solar tree and solar car port.
• Advanced version of automatic dehumidifiers for moisture control in high voltage termination box.
• Evaluation of opportunities in the Green hydrogen, Hydrogen blending opportunities.
• AI Based real-time robotic condition monitoring of RSS equipment.
• Optimum utilization of resources (land) to utilize additional water resources for power generation in hydro areas.
• Development of low-cost smart meter with OEM and deployment across operational areas.
• Wireless operation of breakers during fire emergencies.
• Gainful utilisation of ash; development of concrete tetra pods for sea shore areas using fly ash and bottom ash.
2 Benefits derived as • Improving plant and equipment reliability by reducing forced outages.
a result of the above • Digitisation and automation for fast, reliable and efficient system operations.
R&D • Improvement in safety standards through technology intervention.
• Improving plant performance with low-cost customized products / devices.
• Sustainable power generation through ash utilisation solutions.
• Improvement in efficiency of solar generation, cycle time reduction in module tilting.
• Establishment of brand image as a green / sustainable company among external stakeholders.
• Improved Grid reliability and Power quality with minimum interruptions.
• More customer participation leading to customer empowerment and better customer services.
• Enablement for smooth energy transition.
3 Future plan of action • Evaluating and engaging start-ups for advanced solutions around business challenges.
• Collaboration with start-ups and technology partners for innovative solutions.
• Partnering with top academic institutes for research-oriented solutions.
• Explore disruptive technologies and identify opportunities to collaborate with such partners.
• Rapid scale up of technologies already tested and piloted.
• Development and upgradation of energy storage and battery system specially to meet high energy demand due to
EV charging solution, etc
• Aerial meter reading through Drone and Bluetooth technology.
• Supporting and improving innovation ecosystem for local solutions.

On behalf of the Board of Directors,

N. Chandrasekaran
Chairman
Mumbai, May 4, 2023 (DIN:00121863)

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Annexure - IV : Secretarial Audit Report

(Ref.: Board's Report, Section 22)

FORM NO. MR.3 the financial year ended on March 31, 2023 according to the
SECRETARIAL AUDIT REPORT provisions of:
For the Financial Year ended March 31, 2023 (i) The Companies Act, 2013 (‘the Act’) and the rules made
there under;
[Pursuant to section 204(1) of the Companies Act, (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and
2013 and rule No. 9 of the Companies the rules made there under;
(Appointment and Remuneration of Managerial
(iii) The Depositories Act, 1996 and the Regulations and Bye-
Personnel) Rules, 2014] laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules

To, and regulations made thereunder to the extent of Overseas
The Members, Direct Investment; (Foreign Direct Investment and
The Tata Power Company Limited External Commercial Borrowings Not Applicable to the
Bombay House, Company during the Audit Period)
24 Homi Mody Street
Mumbai - 400001 (v) The following Regulations and Guidelines prescribed under
the Securities and Exchange Board of India Act, 1992 (‘SEBI
We have conducted the secretarial audit of the compliance of Act’):
applicable statutory provisions and the adherence to good
corporate practices by The Tata Power Company Limited (a) The Securities and Exchange Board of India (Substantial
(hereinafter called the Company). Secretarial Audit was conducted Acquisition of Shares and Takeovers) Regulations, 2011;
in a manner that provided us a reasonable basis for evaluating the
(b) The Securities and Exchange Board of India (Prohibition
corporate conducts/ statutory compliances and expressing our
of Insider Trading) Regulations, 2015;
opinion thereon.
Auditor’s Responsibility: (c) The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations,
Our responsibility is to express an opinion on the compliance of 2018; (Not Applicable to the Company during the
the applicable laws and maintenance of records based on audit. Audit Period)
We have conducted the audit in accordance with the applicable
Auditing Standards issued by The Institute of Company Secretaries (d) The Securities and Exchange Board of India (Share Based
of India. The Auditing Standards requires that the Auditor shall Employee Benefits and Sweat Equity) Regulations,
comply with statutory and regulatory requirements and plan 2021; (Not Applicable to the Company during the
Audit Period)
and perform the audit to obtain reasonable assurance about
compliance with applicable laws and maintenance of records. (e) The Securities and Exchange Board of India (Issue and
Based on our verification of the Company’s books, papers, minute Listing of Non-Convertible Securities) Regulations, 2021;
books, forms and returns filed and other records maintained by
(f) The Securities and Exchange Board of India (Registrars
the Company and also the information provided by the Company, to an Issue and Share Transfer Agents) Regulations,
its officers, agents and authorized representatives during the 1993 regarding the Companies Act and dealing
conduct of secretarial audit, we hereby report that in our opinion, with client;
the Company has, during the audit period covering the financial
year ended on March 31, 2023 (hereinafter called the ‘Audit (g) The Securities and Exchange Board of India (Delisting
Period’) complied with the statutory provisions listed hereunder of Equity Shares) Regulations, 2021; (Not Applicable to
and also that the Company has proper Board-processes and the Company during the Audit Period);
compliance-mechanism in place to the extent, in the manner and
(h) The Securities and Exchange Board of India (Buy-back of
subject to the reporting made hereinafter:
Securities) Regulations, 2018. (‘Buy-back Regulations’);
We have examined the books, papers, minute books, forms and (Not Applicable to the Company during the Audit
returns filed and other records maintained by the Company for Period); and

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were carried out in compliance with the provisions of the Act and
Listing Regulations.
(i) Securities and Exchange Board of India (Depositories
and Participants) Regulations, 2018;. Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at
We have also examined compliance with the applicable
least seven days in advance (except few meetings were convened
clauses of the following:
at a shorter notice for which necessary approvals obtained as
(i) Secretarial Standards issued by The Institute of per applicable provisions), and a system exists for seeking and
Company Secretaries of India. obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at
(ii) The Securities and Exchange Board of India (Listing
the meeting.
Obligations and Disclosure Requirements) Regulations,
2015 and amendments made thereunder. (‘Listing All decisions at Board Meetings and Committee Meetings are
Regulations'). carried out unanimously as recorded in the minutes of the
meetings of the Board of Directors or Committee of the Board,
During the period under review the Company has complied
as the case may be.
with the provisions of the Act, Rules, Regulations, Guidelines
and Standards etc. mentioned above. We further report that there are adequate systems and processes
in the Company commensurate with the size and operations of
Further, there were 3 instances where there is delay in the Company to monitor and ensure compliance with applicable
reporting under FEMA regulation for which company will laws, rules, regulations and guidelines.
be exercising payment option of late submission fees as
available under FEMA regulations in upcoming years. We further report that during the audit period,the Company
has issued and allotted 10,000 Unsecured, Redeemable, Taxable,
We further report that, having regard to the compliance system Listed, Rated, Non-Convertible Debentures (NCDs) of ₹ 10,00,000
prevailing in the Company and on the examination of the relevant each on private placement basis to HDFC Bank Ltd.
documents and records in pursuance thereof, on test- check basis,
the Company has generally complied with the following law Makarand M. Joshi & Co.
applicable specifically to the Company: Practicing Company Secretaries

(i) The Electricity Act, 2003 Makarand M. Joshi

(ii) The Indian Electricity Rules, 1956 Partner
FCS No. 5533
(iii) The rules, regulations and applicable order(s) under Central CP No. 3662
and State Electricity Regulatory Commissions/Authority P.R. No: 640/2019
(iv) The Energy Conservation Act, 2001 UDIN: F005533E000250415

We further report that

Date: May 4, 2023
The Board of Directors of the Company is duly constituted with Place: Mumbai
proper balance of Executive Directors, Non-Executive Directors,
and Independent Directors. The changes in the composition of *This report is to be read with our letter of even date which is
the Board of Directors that took place during the audit period annexed as Annexure A and forms an integral part of this report.

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‘Annexure A’

To, 4. Wherever required, we have obtained the Management

The Members, representation about the compliance of laws, rules and
The Tata Power Company Limited regulations and happening of events etc.
Bombay House, 24
5. The compliance of the provisions of Corporate and
Homi Mody Street other applicable laws, rules, regulations, standards is the
Mumbai - 400001 responsibility of management. Our examination was limited
to the verification of procedures on test basis.
Our report of even date is to be read along with this letter. 6. The Secretarial Audit report is neither an assurance as to
1. Maintenance of secretarial record is the responsibility of the future viability of the company nor of the efficacy or
the management of the company. Our responsibility is to effectiveness with which the management has conducted
express an opinion on these secretarial records based on the affairs of the company.
our audit. Makarand M. Joshi & Co.
2. We have followed the audit practices and processes as Practicing Company Secretaries
were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The Makarand M. Joshi
verification was done on test basis to ensure that correct Partner
facts are reflected in secretarial records. We believe that the FCS No. 5533
CP No. 3662
processes and practices, we followed provide a reasonable
P.R. No: 640/2019
basis for our opinion.
UDIN: F005533E000250415
3. We have not verified the correctness and appropriateness of Date: May 4, 2023
financial records and Books of Accounts of the company. Place: Mumbai

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Secretarial Audit Report of Walwhan Renewable Energy Limited (Unlisted Material Subsidiary)

FORM No. MR-3 (ii) The Securities Contract (Regulation) Act, 1956 ('SCRA')
SECRETARIAL AUDIT REPORT and the rules made thereunder; (Not applicable to the
Company during the audit period)
For the Financial Year Ended March 31, 2023
(iii) The Depositories Act, 1996 and the Regulations and Bye-
laws framed thereunder;
[Pursuant to Section 204 (1) of the
Companies Act, 2013 and rule 9 of the (iv) Foreign Exchange Management Act, 1999 and the rules
and regulations made thereunder to the extent of Foreign
Companies (Appointment and Remuneration Direct Investment, Overseas Direct Investment and External
of Managerial Personnel) Rules, 2014] Commercial Borrowings;
(v) The following Regulations and Guidelines as prescribed
To,
under the Securities and Exchange Board of India Act, 1992
The Members,
(‘SEBI Act’) and any amendments made from time to time:
Walwhan Renewable Energy Limited
CIN U40103MH2009PLC197021 (a) The Securities and Exchange Board of India (Substantial
C/o The Tata Power Company Limited, Acquisition of Shares and Takeovers) Regulations, 2011;
Cor Center B, 34 Sant Tukaram Road, (Not applicable to the Company during the audit
Carnac Bunder Mumbai MH 400009 period)
(b) The Securities and Exchange Board of India (Prohibition
We have conducted the secretarial audit of the compliance of
of Insider Trading) Regulations, 2015; (Not applicable
applicable statutory provisions and the adherence to good
to the Company during the audit period)
corporate practices by Walwhan Renewable Energy Limited
(hereinafter called 'the Company'). Secretarial Audit was (c) The Securities and Exchange Board of India (Issue of
conducted in a manner that provided us a reasonable basis for Capital and Disclosure Requirements) Regulations,
evaluating the corporate conducts/statutory compliances and 2018; (Not applicable to the Company during the
expressing our opinion thereon. audit period)
Based on our verification of the Company’s books, papers, minute (d) The Securities and Exchange Board of India (Share Based
books, forms and returns filed, and other records maintained Employee Benefits and Sweat Equity) Regulations,
by the Company and also the information provided by the 2021; (Not applicable to the Company during the
Company, its officers, agents and authorized representatives audit period)
during the conduct of the Secretarial Audit, the explanations and
(e) The Securities and Exchange Board of India (Issue and
clarifications given to us and the representations made by the
Listing of Non-Convertible Securities) Regulations,
Management, we hereby report that in our opinion, the Company
2021; (Not applicable to the Company during the
has, during the audit period covering the financial year ended on
audit period)
March 31, 2023:
(f) The Securities and Exchange Board of India (Registrars
• Complied with the statutory provisions listed hereunder, and
to an Issue and Share Transfer Agents) Regulations,
• Proper Board processes and compliance mechanism are 1993 regarding the Companies Act and dealing with
in place, to the extent, in the manner and subject to the the client;
reporting made hereinafter.
(g) The Securities and Exchange Board of India (Delisting
We have examined the books, papers, minute books, forms of Equity Shares) Regulations, 2021 and amendments
and returns filed and other records made available to us and from time to time; (Not applicable to the Company
maintained by the Company for the financial year ended on during the audit period); and
March 31, 2023 according to the applicable provisions of:
(h) The Securities and Exchange Board of India (Buyback of
(i) The Companies Act, 2013 (the Act) and the rules Securities) Regulations, 2018; (Not applicable to the
made thereunder; Company during the audit period)

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(i) The Securities and Exchange Board of India (Listing in the Company commensurate with the size and operations of
Obligations and Disclosure Requirements) Regulations, the Company to monitor and ensure compliance with applicable
2015. (Not applicable to the Company during the laws, rules, regulations and guidelines.
audit period)
We further report that during the audit period, the Company
(vi) Other laws applicable specifically to the Company had the following events which had bearing on the Company’s
namely:- affairs in pursuance of the above-referred laws, rules, regulations,
standards, guidelines, etc:
(a) The Electricity Act, 2003;
a) The Company in its Extra-Ordinary General Meeting held
(b) The Indian Electricity Rules, 1956;
on August 30, 2022 adopted revised Articles of Association
(c) The Energy Conservation Act, 2001; by incorporating the provisions/clauses of the Shareholders
Agreement executed on April 14, 2022 amongst M/s Tata
(d) Rules, regulations and applicable order(s) passed
Power Renewable Energy Limited, M/s The Tata Power
by the Central and State Electricity Regulatory
Company Limited and M/s GreenForest New Energies
Commissions Authority.
Bidco Limited.
We have also examined compliance with the applicable clauses
b) Merger Scheme - At its meeting held on January 27, 2023,
of the following:
the Board of Directors of the Company had approved a
(i) Secretarial Standards issued by The Institute of Composite Scheme of Amalgamation (‘Scheme’) amongst
Company Secretaries of India with respect to board and the Company, TP Wind Power Limited, Walwhan Solar KA
general meetings. Limited, Walwhan Energy RJ Limited, Walwhan Solar RJ
Limited, Walwhan Urja India Limited, Dreisatz Mysolar24
(ii) Listing Agreements entered into by the Company with Stock
Private Limited, MI Mysolar24 Private Limited, Northwest
Exchange; (Not applicable to the Company during the
Energy Private Limited, Clean Sustainable Solar Energy
audit period)
Private Limited, Walwhan Solar BH Limited, Walwhan Solar
During the period under review, the Company has generally MH Limited, Walwhan Solar AP Limited, Walwhan Solar Raj
complied with the provisions of the Act, Rules, Regulations, Limited, Walwhan Solar Energy GJ Limited, Walwhan Solar
Guidelines, standards etc. mentioned above. MP Limited, Walwhan Solar PB Limited, Walwhan Solar TN
Limited, Walwhan Urja Anjar Limited, Walwhan Wind RJ
We further report that:
Limited and Solarsys Renewable Energy Private Limited with
• The Board of Directors of the Company is duly constituted Tata Power Renewable Energy Limited pursuant to Sections
with proper balance of Non- Executive Directors and 230 - 232 and other applicable provisions of the Companies
Independent Directors. The changes in the composition Act 2013. The said Scheme is subject to the approval of the
of the Board of Directors that took place during the period National Company Law Tribunal, Mumbai Bench and such
under review were carried out in compliance with the other statutory approvals.
provisions of the Act.
For SBR & Co. LLP
• Adequate notices were given to all Directors to schedule the Company Secretaries
Board and Committee Meetings, Agenda and detailed notes
on agenda were sent atleast seven days in advance, other Sumant K. Bhargava
than those held at shorter notice. Designated Partner
• A system exists for seeking and obtaining further information
FCS No. 8250
and clarifications on the agenda items before the meeting
CP. No.: 15656
and for meaningful participation at the meeting.
UDIN: F008250E000013156
• Majority decisions were carried through, while the views of Peer Review No. 1631/2021
the dissenting members, if any, were captured and recorded
as part of the minutes.
Date: April 4, 2023
We further report that based on the review of the compliance Place: Mumbai
mechanism established by the Company and on the basis of
Compliance certificate(s) issued by various departments and This report is to be read with our letter of even date which is
taken on record by the Board of Directors at their meetings, we annexed as ‘’Annexure A’’ and forms an integral part of this report.
are of the opinion that there are adequate systems and processes

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Overview for Tomorrow for Impact Value Financial Statements

Annexue - A

To processes and practices we followed provide a reasonable

The Members, basis for our opinion.
Walwhan Renewable Energy Limited
3. We have not verified the correctness and appropriateness of
CIN U40103MH2009PLC197021
financial records and Books of Accounts of the Company.
C/o The Tata Power Company Limited,
Cor Center B, 34 Sant Tukaram Road, 4. Wherever required, we have obtained the Management
Carnac Bunder Mumbai MH 400009 representation about the compliance of laws, rules and
regulations and happening of events etc.
Based on audit, our responsibility is to express an opinion on
the compliance with the applicable laws and maintenance of 5. The compliance of the provisions of Corporate and
records by the Company. We conducted our audit in accordance other applicable laws, rules, regulations, standards is the
with the auditing standards CSAS 1 to CSAS 4 (“CSAS”) prescribed responsibility of management. Our examination was limited
by the Institute of Company Secretaries of India (“ICSI”). These to the verification of procedures on the test basis.
standards require that the auditor complies with statutory and
6. The Secretarial Audit report is neither an assurance as to
regulatory requirements and plans and performs the audit to
the future viability of the Company nor of the efficacy or
obtain reasonable assurance about compliance with applicable
effectiveness with which the management has conducted
laws and maintenance of records.
the affairs of the Company
Due to the inherent limitations of an audit, including internal,
.
financial and operating controls, there is an unavoidable risk
that some misstatements or material non-compliances may not For SBR & Co. LLP
be detected, even though the audit is properly planned and Company Secretaries
performed in accordance with the CSAS. Our report of even date
is to be read along with this letter. Sumant K. Bhargava
Designated Partner
1. Maintenance of secretarial record is the responsibility of
FCS No. 8250
the management of the Company. Our responsibility is to
CP. No.: 15656
express an opinion on these secretarial records based on
UDIN: F008250E000013156
our audit.
Peer Review No. 1631/2021
2. We have followed the audit practices and processes as
were appropriate to obtain reasonable assurance about the
Date: April 4, 2023
correctness of the contents of the secretarial records. The
Place: Mumbai
verification was done on the test basis to ensure that correct
facts are reflected in secretarial records. We believe that the

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Overview for Tomorrow for Impact Value Financial Statements

Board’s Report

Secretarial Audit Report of Tata Power Solar Systems Limited (Unlisted Material Subsidiary)

FORM No. MR-3 (ii) The Securities Contract (Regulation) Act, 1956 ('SCRA') and
SECRETARIAL AUDIT REPORT the rules made thereunder; (iii) The Depositories Act, 1996
and the Regulations and Bye-laws framed thereunder;
For the Financial Year Ended March 31, 2023
(iv) Foreign Exchange Management Act, 1999 and the rules
and regulations made thereunder to the extent of Foreign
[Pursuant to Section 204 (1) of the
Direct Investment, Overseas Direct Investment and External
Companies Act, 2013 and rule 9 of the Commercial Borrowings; (Not applicable to the Company
Companies (Appointment and Remuneration during the audit period)
of Managerial Personnel) Rules, 2014] (v) The following Regulations and Guidelines as prescribed
under the Securities and Exchange Board of India Act, 1992
To, ('SEBI Act') and any amendments made from time to time:
The Members,
Tata Power Solar Systems Limited (a) The Securities and Exchange Board of India (Substantial
CIN U40106MH1989PLC330738 Acquisition of Shares and Takeovers) Regulations, 2011;
Clo The Tata Power Company Limited, Corporate Center B, 34 Sant (Not applicable to the Company during the audit
Tukaram Road, Carnac Sunder, Mumbai 400009 period)
(b) The Securities and Exchange Board of India (Prohibition
We have conducted the secretarial audit of the compliance of of Insider Trading) Regulations, 2015; (Not applicable
applicable statutory provisions and the adherence to good to the Company during the audit period)
corporate practices by TATA POWER SOLAR SYSTEMS LIMITED
(hereinafter called "the Company"). Secretarial Audit was (c) The Securities and Exchange Board of India (Issue of
conducted in a manner that provided us a reasonable basis for Capital and Disclosure Requirements) Regulations,
evaluating the corporate conducts/statutory compliances and 2018; (Not applicable to the Company during the
expressing our opinion thereon. audit period)

Based on our verification of the Company's books, papers, minute (d) The Securities and Exchange Board of India (Share Based
books, forms and returns filed, and other records maintained Employee Benefits and Sweat Equity) Regulations,
by the Company and also the information provided by the 2021; (Not applicable to the Company during the
Company, its officers, agents and authorized representatives audit period)
during the conduct of the Secretarial Audit, the explanations and (e) The Securities and Exchange Board of India (Issue and
clarifications given to us and the representations made by the Listing of Non-Convertible Securities) Regulations,
Management, we hereby report that in our opinion, the Company 2021; (Not applicable to the Company during the
has generally, during the audit period covering the financial year audit period)
ended on March 31, 2023:
(f) The Securities and Exchange Board of India (Registrars
• Complied with the statutory provisions listed hereunder, and to an Issue and Share Transfer Agents) Regulations,
• Proper Board processes and compliance mechanism are 1993 regarding the Companies Act and dealing with
in place, to the extent, in the manner and subject to the the client;
reporting made hereinafter.
(g) The Securities and Exchange Board of India (Delisting
We have examined the books, papers, minute books, forms, of Equity Shares) Regulations, 2021 and amendments
and returns filed, and other records made available to us and from time to time; (Not applicable to the Company
maintained by the Company for the financial year ended on March during the audit period); and
31, 2023 according to the applicable provisions of:
(h) The Securities and Exchange Board of India (Buyback
(i) The Companies Act, 2013 (the Act) and the rules of Securities) Regulations, 2018; (Not applicable to the
made thereunder; Company during the audit period)

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(i) The Securities and Exchange Board of India (Listing We further report that based on the review of the compliance
Obligations and Disclosure Requirements) Regulations, mechanism established by the Company and on the basis of
2015. (Not applicable to the Company during the Compliance certificate(s) issued by various departments and
audit period) taken on record by the Board of Directors at their meetings, we
are of the opinion that there are adequate systems and processes
(vi) Other laws applicable specifically to the Company namely: in the Company commensurate with the size and operations of
(a) The Electricity Act, 2003; the Company to monitor and ensure compliance with applicable
(b) The Indian Electricity Rules, 1956; laws, rules, regulations and guidelines.
(c) The Energy Conservation Act, 2001; We further report that during the audit period, the Company
We have also examined compliance with the applicable clauses had the following events which had bearing on the Company's
of the following: affairs in pursuance of the above-referred laws, rules, regulations,
standards, guidelines, etc:
1. Secretarial Standards issued by The Institute of
Company Secretaries of India with respect to Board and a) The Company at its Extra-Ordinary General Meeting held on
General meetings. August 29, 2022 adopted the revised Articles of Association
by incorporating the provisions of Shareholders Agreement
2. Listing Agreements entered into by the Company with Stock executed on April 14, 2022 amongst Tata Power Renewable
Exchange; (Not applicable to the Company during the audit Energy Limited, The Tata Power Company Limited and
period) GreenForest New Energies Bidco Limited.
During the period under review, the Company has generally b) Merger Scheme - At its meeting held on January 27, 2023,
complied with the provisions of the Act, Rules, Regulations, the Board of Directors of the Company had approved a
Guidelines, Standards, etc. mentioned above. Composite Scheme of Arrangement ('Scheme') amongst
the Company, Chirasthaayee Saurya Limited and Tata Power
We further report that:
Renewable Energy Limited pursuant to Sections 230 - 232
• The Board of Directors of the Company is duly constituted and other applicable provisions of the Companies Act 2013.
with Non-Executive Directors, Independent Directors and The said Scheme is subject to the approval of the National
Women Director. The changes in the composition of the Company Law Tribunal, Mumbai Bench and such other
Board of Directors that took place during the period under statutory approvals
review were carried out in compliance with the provisions of
the Act. For SBR & Co. LLP
• Adequate notices were given to all Directors to schedule the Company Secretaries
Board Meetings, Agenda and detailed notes on agenda were
sent atleast seven days in advance, other than those held at Sumant K. Bhargava
shorter notice. Designated Partner
FCS No. 8250
• A system exists for seeking and obtaining further information CP. No.: 15656
and clarifications on the agenda items before the meeting UDIN: F008250E000013299
and for meaningful participation at the meeting. Peer Review No. 1631/2021
• Majority decisions is carried through, while the views of the
dissenting members are captured and recorded as part of Date: April 4, 2023
the minutes. Place: Mumbai

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Board’s Report

Annexure - A

To verification was done on the test basis to ensure that correct

The Members, facts are reflected in secretarial records. We believe that the
Tata Power Solar Systems Limited processes and practices we followed provide a reasonable
CIN U40106MH1989PLC330738 basis for our opinion.
Clo The Tata Power Company Limited,
3. We have not verified the correctness and appropriateness of
Corporate Center B, 34 Sant Tukaram Road,
financial records and Books of Accounts of the Company.
Carnac Bunder Mumbai MH 400009
4. Wherever required, we have obtained the Management
Based on audit, our responsibility is to express an opinion on representation about the compliance of laws, rules and
the compliance with the applicable laws and maintenance of regulations and happening of events etc.
records by the Company. We conducted our audit in accordance
5. The compliance of the provisions of Corporate and
with the auditing standards CSAS 1 to CSAS 4 ("CSAS") prescribed
other applicable laws, rules, regulations, standards is the
by the Institute of Company Secretaries of India ("ICSI"). These
responsibility of management. Our examination was limited
standards require that the auditor complies with statutory and
to the verification of procedures on the test basis.
regulatory requirements and plans and performs the audit to
obtain reasonable assurance about compliance with applicable 6. The Secretarial Audit report is neither an assurance as to
laws and maintenance of records. the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted
Due to the inherent limitations of an audit, including internal,
the affairs of the Company
financial and operating controls, there is an unavoidable risk
that some misstatements or material non-compliances may not For SBR & Co. LLP
be detected, even though the audit is properly planned and Company Secretaries
performed in accordance with the CSAS. Our report of even date
is to be read along with this letter. Sumant K. Bhargava
Designated Partner
1. Maintenance of secretarial record is the responsibility of
FCS No. 8250
the management of the Company. Our responsibility is to
CP. No.: 15656
express an opinion on these secretarial records based on
UDIN: F008250E000013299
our audit.
Peer Review No. 1631/2021
2. We have followed the audit practices and processes as
were appropriate to obtain reasonable assurance about the
Date: April 4, 2023
correctness of the contents of the secretarial records. The
Place: Mumbai

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Secretarial audit report of Tata Power Delhi Distribution Limited (Unlisted Material Subsidiary)

FORM No. MR-3 responsibility of the management. Our examination was

SECRETARIAL AUDIT REPORT limited to the verification of procedures on test basis.
For the Financial Year ended March 31, 2023 f) The Secretarial Audit Report is neither an assurance as to
the future viability of the Company nor of the efficacy or
[Pursuant to section 204(1) of the Companies effectiveness with which the management has conducted
Act, 2013 and rule no. 9 of the Companies the affairs of the Company.
(Appointment and Remuneration of Managerial Based on our verification of the Company’s books, papers,
Personnel) Rules, 2014] minute books, forms and returns filed and other records
maintained by the Company and also the information
provided by the Company, its officers, agents and authorized
To,
representatives during the conduct of Secretarial Audit, we
The Board of Directors,
Tata Power Delhi Distribution Limited hereby report that in our opinion, the Company has, during
(CIN: U40109DL2001PLC111526) Financial Year ended on March 31, 2023 (Audit Period),
NDPL House, complied with the statutory provisions listed hereunder
Hudson Lines, Kingsway Camp, and also that the Company has proper Board processes and
Delhi- 110 009 compliance mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter.

We have conducted the Secretarial Audit of the compliance of We have examined the books, papers, minute books, forms
the applicable provisions of the Companies Act, 2013 and the and returns filed and other records maintained by the
adherence to good corporate practices by Tata Power Delhi Company for the Audit Period according to the provisions of:
Distribution Limited (hereinafter called 'the Company'), which (i) The Companies Act, 2013 (the Act) and the rules
is an Unlisted Public Company. Secretarial Audit was conducted made thereunder;
in a manner that provided us a reasonable basis for evaluating
the corporate conducts/statutory compliances and expressing (ii) The Depositories Act, 1996 and the Regulations and Bye-
our opinion thereon. laws framed thereunder;
We report that- (iii) Foreign Exchange Management Act, 1999 and the rules
and regulations made thereunder to the extent of Foreign
a) Maintenance of secretarial records is the responsibility of
Direct Investment, Overseas Direct Investment and External
the management of the Company. Our responsibility is to
Commercial Borrowings {Not Applicable during the audit
express an opinion on these secretarial records based on
our audit. period}

b) We have followed the audit practices and processes as (iv) The Company is engaged in the business of electricity
were appropriate to obtain reasonable assurance about the distribution and on the basis of management representation
correctness of the contents of the secretarial records. The and our check on test basis, we are of the view that the
verification was done on test basis to ensure that correct Company has adequate system to ensure compliance of
facts are reflected in secretarial records. We believe that the laws specifically applicable on it which are mentioned
processes and practices, we followed, provide a reasonable herein below:
basis for our opinion. § The Electricity Act, 2003;
c) We have not verified the correctness and appropriateness of § The Electricity (Supply) Act, 1948;
the financial statements of the Company.
§ The Indian Electricity Rules, 1956;
d) Wherever required, we have obtained the Management
representation about the compliances of laws, rules and § The Rules, regulations and applicable order(s) under
regulations and happening of events etc. Central and State Electricity Regulatory Commission/
Authority;
e) The compliance of the provisions of the corporate and
other applicable laws, rules, regulations, standards is the § The Energy Conservation Act, 2001

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Board’s Report

We have also examined compliance with the applicable clauses of Company to monitor and ensure compliance with applicable
the Secretarial Standard on Meetings of the Board of Directors and laws, rules, regulations and guidelines.
General Meetings issued by the Institute of Company Secretaries We further report that Statutory Registers as required under the
of India, which the Company has been generally complied. Act were maintained by the Company.
During the Audit Period, the Company has complied with the We further report that during the audit period the Company had
provisions of the Act, Rules, Regulations and Guidelines to the no specific events or actions which are having a major bearing on
extent applicable, as mentioned above. the Company’s Affairs in pursuance of the above referred laws,
rules, regulations, guidelines, standards, etc. referred to above
We further report that the Board of Directors of the Company is
except as under:
duly constituted with proper balance of Non-Executive Directors,
Woman Directors and Independent Directors. There were The Long Term Loans and Borrowings Committee of the
changes in the composition of the Board of Directors during the company vide its circular no. 50 dated June 3, 2022 has accorded
period under review which were in Compliance of the provisions its in-principle approval for issuance of secured unlisted Non-
of the Act. Convertible Debentures of ` 150 crore to Asian Development
Bank, to fund Capital Expenditure.
Adequate notices were given to all Directors to schedule the
For Sanjay Grover & Associates
Board Meetings, Committee meetings, agenda and detailed
Company Secretaries
notes on agenda were sent at least seven days in advance, and a
Firm Registration No. P2001DE052900
system exists for seeking and obtaining further information and
Peer review No.: 1352/2021
clarifications on the agenda items before the meeting and for
meaningful participation at the meeting. Vijay K Singhal
Board decisions were carried out with unanimous consent and Partner
therefore, no dissenting views were required to be captured and ACS No: 21089, CP No: 10385
recorded as part of the minutes. UDIN: A021089E000029944

We further report that there are systems and processes in the Place: New Delhi
Company commensurate with the size and operations of the Date: April 6, 2023

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Secretarial audit report of TP Western Odisha Distribution Limited (Unlisted Material Subsidiary)

FORM No. MR-3 (iv) Foreign Exchange Management Act, 1999 and the rules
SECRETARIAL AUDIT REPORT and regulations made there under to the extent of Foreign
Direct Investment, Overseas Direct Investment and External
For The Financial Year Ended March 31, 2023 Commercial Borrowings; (Not applicable during the Audit
(Pursuant to Section 204 (1) of the Companies Period)
Act, 2013 and rule No. 9 of the Companies (v) The following Regulations and Guidelines prescribed under
(Appointment and Remuneration of Managerial the Securities and Exchange Board of India Act, 1992 ('SEBI
Act'):-
Personnel) Rules, 2014)
a, The Securities and Exchange Board of India (Listing
To, Obligations and Disclosure Requirements) Regulations,
The Members 2015; (Not applicable during the Audit Period)
TP Western Odisha Distribution Limited b. The Securities and Exchange Board of India (Substantial
WESCO Corporate Building Burla, Acquisition of Shares and Takeovers) Regulations, 2011;
Besides Burla Police Station, Burla, (Not applicable during the Audit Period)
Sambalpur, Odisha-768017,
c. The Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015; (Not applicable
We have conducted the Secretarial Audit of the compliance during the Audit Period)
of applicable statutory provisions and the adherence to good
corporate practices by TP Western Odisha Distribution d. The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations,
Limited (hereinafter called 'the Company') for the financial
2018; (Not applicable during the Audit Period)
year ended March 31, 2023. Secretarial Audit was conducted in
a manner that provided us a reasonable basis for evaluating the e. The Securities and Exchange Board of India (Share Based
corporate conduct/statutory compliances and expressing our Employee Benefits and Sweat Equity) Regulations,
opinion thereon. 2021; (Not applicable during the Audit Period)
Based on our verification of the Company's books, papers, minute f. The Securities and Exchange Board of India (Issue and
books, forms and returns filed and other records maintained by Listing of Non- Convertible Securities) Regulations,
the Company and also the information provided by the Company, 2021; (Not applicable during the Audit Period)
its officers and authorized representatives during the conduct g. The Securities and Exchange Board of India (Registrars
of Secretarial Audit, we hereby report that in our opinion, the to an Issue and Share Transfer Agents) Regulations,
Company has, during the audit period covering the financial year 1993; (Not applicable during the Audit Period)
ended on March 31, 2023, complied with the statutory provisions
listed hereunder and also that the Company has proper Board h. The Securities and Exchange Board of India (Delisting
processes and compliance mechanism in place to the extent, in of Equity Shares) Regulations, 2021; (Not applicable
the manner and subject to the reporting made hereinafter: during the Audit Period)

We have examined the books, papers, minute books, forms and i. The Securities and Exchange Board of India (Buyback of
returns filed and other records maintained by TP Western Odisha Securities) Regulations, 2018; (Not applicable during
Distribution Limited for the financial year ended on March 31, the Audit Period)
2023, according to the provisions of: (vi) Apart from the other statutory laws applicable to the day
(i) The Companies Act, 2013 (the Act), and the Rules to day business of the Company, following are the industry
made thereunder; specific laws which are also applicable to the Company:
1. The Electricity Act, 2003.
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and
2. The Indian Electricity Rules, 1956
the Rules made there under; (Not applicable during the
3. The Energy Conservation Act, 2001
Audit Period)
4. The rules, regulations and applicable order(s) under
(iii) The Depositories Act, 1996 and the Regulations and Bye- Central and State Electricity Regulatory Commissions/
laws framed there under; Authority.

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We have also examined compliance with the applicable clauses Annexure - A

of Secretarial Standards (SS-1 & SS-2) issued by The Institute of
Company Secretaries of India (ICSI). To
The Members
During the period under review, as per the explanations and TP Western Odisha Distribution Limited
clarifications given to us by the Management, the Company WESCO Corporate Building Burla,
has complied with the provisions of the Act, Rules, Regulations, Besides Burla Police Station, Burla,
Guidelines, Standards, etc. as mentioned above. Sambalpur, Odisha-768017.
We further report that
Our report of even date is to be read along with this letter.
The Board of Directors of the Company is duly constituted with
proper balance of Non- Executive Directors, Women Director and 1. Maintenance of secretarial records is the responsibility of
Independent Directors. The changes in the composition of the the management of the Company. Our responsibility is to
Board of Directors that took place during the period under review express an opinion on these secretarial records based on
were carried out in compliance with the provisions of the Act. our audit.

Adequate notice is given to all directors to schedule the Board 2. We have followed the audit practices and processes as
Meetings, agenda and detailed notes on agenda were sent at were appropriate to obtain reasonable assurance about the
least seven days in advance, and a system exists for seeking and correctness of the contents of the Secretarial records. The
obtaining further information and clarifications on the agenda verifications were done on test basis to ensure that correct
items before the meeting and for meaningful participation at facts are reflected in secretarial records. We believe that the
the meeting. processes and practices, followed by the Company provide
a reasonable basis for our opinion.
We further report that there are adequate systems and processes
in the company commensurate with the size and operations of the 3. We have not verified the correctness and appropriateness of
company to monitor and ensure compliance with applicable laws, financial records and Books of Accounts of the company.
rules, regulations and guidelines. 4. Wherever required, we have obtained the management
We further report that; representation about the compliance of laws, rules and
regulations and happening of events etc.
During the period under review, the company has taken
following action, which has a major bearing on the status and 5. The compliance of the provisions of Corporate and
affairs of the Company: other applicable laws, rules, regulations, standards is the
responsibility of the management. Our examination was
1. The Company has issued and allotted 12,02,65,400 nos. of limited to the verification of procedures on test basis.
Equity Shares of ` 10/- each to GRIDCO Limited and The Tata
Power Company Limited on Rights basis in compliance to 6. The Secretarial Audit report is neither an assurance as to
the provisions of Companies Act, 2013. the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted
For Saroj Ray & Associates the affairs of the Company.
Company Secretaries
For Saroj Ray & Associates
CS Saroj Kumar Ray, FCS Company Secretaries
Managing Partner
M No. 5098, CP No. 3770 CS Saroj Kumar Ray, FCS
U DI N: F005098E000182264 Managing Partner
Place: Bhubaneswar M No. 5098, CP No. 3770
Date: April 24, 2023 U DI N: F005098E000182264
Place: Bhubaneswar
Date: April 24, 2023
(This report is to be read with our letter of even date which is
annexed as Annexure A and forms an integral part of this report)

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Annexure V: Annual Report on CSR Activities

(Ref.: Board's Report, Section 26.1)

1. Brief outline on CSR Policy of the Company:

Tata Power is committed to ensuring the social wellbeing of the communities in the vicinity of its business operations through
Corporate Social Responsibility initiatives (CSR) in alignment with Tata Group Focus Initiatives.
Tata Power shall engage with the community by undertaking the following principles and activities:
• Consult pro-actively with the community and other key stakeholders for understanding needs and designing initiatives for
the social wellbeing of the community.
• Undertake activities as per 3 major thrust areas, which include:
1. Education (including financial and digital literacy)
2. Employability and Employment (Skilling for livelihood)
3. Entrepreneurship

The Company focussed on Consolidation, Co-Creation and Communication with focus on standardising our CSR narrative and flagship
programmes across our regions. The consolidation across locations helped achieve scale and deliver sustainable results and bring
positive change to the communities through Tata Power Community Development Trust (TPCDT), which has internal capabilities to
execute CSR programs effectively and efficiently. The Company’s CSR policy, including overview of projects or programs undertaken
or proposed to be undertaken, is provided on the Company’s website.
2. Composition of CSR Committee^ :

No. of Meetings of No. of Meetings of CSR

Sl. Designation / Nature of
Name of the Director CSR Committee held Committee attended
No. Directorship
during the year during the year
1. Ms. Anjali Bansal Chairperson 4 4
Independent, Non-Executive
2. Mr. K. M. Chandrasekhar@ Independent, Non-Executive 4 4
3. Mr. Rajiv Mehrishi Independent, Non-Executive 4 Not Applicable*
4. Dr. Praveer Sinha Executive 4 4
^
The Committee has been rechristened as 'Corporate Social Responsibility and Sustainability Committee' w.e.f. July 26, 2022
@
Ceased to be member w.e.f. close of business hours on February 19, 2023
* Appointed as member w.e.f. February 20, 2023.
3. Web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the
website of the company:
https://www.tatapower.com/corporate/board-committees.aspx
https://www.tatapower.com/pdf/aboutus/csr-policy.pdf
https://www.tatapower.com/investor-relations/tata-power/social-and-relationship-capital.html
4. Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, if applicable: Not Applicable

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Board’s Report

5. (a) Average net profit of the company as per sub-section (5) of section 135: Nil
(b) Two percent of average net profit of the company as per sub-section (5) of section 135.: Nil
(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil
(d) Amount required to be set off for the financial year, if any: Nil
(e) Total CSR obligation for the financial year [(b)+ (c) – (d)]: Nil

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): ₹ 3.28 crore
(b) Amount spent in Administrative Overheads: ₹ 0.78 crore
(c) Amount spent on Impact Assessment, if applicable: Nil
(d) Total amount spent for the Financial Year [(a)+(b) +(c)]: ₹ 4.06 crore
(e) CSR amount spent or unspent for the financial year:

Total Amount Spent for the Amount Unspent (in ₹)

Financial Year (in ₹) Total Amount transferred to Unspent CSR Account Amount transferred to any fund specified under Schedule VII
as per sub-section (6) of section 135 as per second proviso to sub-section (5) of section 135
Amount Date of Transfer Name of the Fund Amount Date of Transfer
₹ 4.06 crore …………………………………. Not Applicable……………………………………

(f) Excess amount for set off, if any

Amount
Sl. No. Particulars
(in ₹ crore)
(i) Two percent of average net profit of the company as per sub-section (5) of Section 135 Nil
(ii) Total amount spent for the Financial Year 4.06
(iii) Excess amount spent for the financial year [(ii)-(i)] 4.06
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any Nil
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 4.06

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:

1 2 3 4 5 6 7 8
Sl. No. Preceding Financial Amount Balance Amount Amount Spent Amount transferred to a Fund Amount Deficiency, if
Year transferred to in Unspent CSR in the Financial as specified under Schedule remaining to any
Unspent CSR Account under Year (in ₹) VII as per second proviso to be spent in
account under subsection (6) of subsection (5) of section 135, succeeding
section 135 (6) section 135 (in ₹) if any Financial Years
(in ₹) Amount Date of (in ₹)
(in ₹) Transfer
………………………………………………. Not Applicable……………………………………………………..

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8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the
Financial Year: No

If Yes, enter the number of Capital assets created/ acquired: Not Applicable

Details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial
Year:

1 2 3 4 5 6
Sl. Short Pin code of the Date of Amount Details of entity/ Authority/
No. particulars of property creation of CSR beneficiary of the registered owner
the property or or asset(s) amount
asset(s) spent
[including CSR Name Registered
complete Registration address
address and Number, if
location of the applicable
property
………………………………………………. Not Applicable…………………………………………

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/ Gram
panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per subsection (5) of
section 135.: Not applicable

Praveer Sinha Anjali Bansal

CEO & Managing Director Chairperson, CSR and Sustainability Committee
(DIN: 01785164) (DIN: 00207746)

Mumbai, May 4, 2023

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Board’s Report

Annexure - VI : DISCLOSURE OF MANAGERIAL REMUNERATION

(Ref.: Board's Report, Section 28)

a) The ratio of the remuneration of each director to the median b) The percentage increase in remuneration of each director,
remuneration of the employees of the Company for the Chief Financial Officer, Chief Executive Officer, Company
financial year: Secretary or Manager, if any, in the financial year:
Name of Director Ratio of Director’s Name of Director and Key Managerial Percentage increase
remuneration to the Personnel in remuneration in the
median remuneration financial year
of the employees of
the Company for the Mr. N. Chandrasekaran$ N.A.
financial year Ms. Anjali Bansal 12.02
Mr. N. Chandrasekaran$ N.A. Ms. Vibha Padalkar 12.37
Ms. Anjali Bansal 5.03 Mr. Sanjay V. Bhandarkar 17.78
Ms. Vibha Padalkar 5.07 Mr. K. M. Chandrasekhar^ 11.67
Mr. Sanjay V. Bhandarkar 5.66 Mr. Hemant Bhargava 15.53
Mr. K. M. Chandrasekhar^ 4.99 Mr. Saurabh Agrawal# N.A.
Mr. Hemant Bhargava 4.02 Mr. Banmali Agrawala #
N.A.
Mr. Saurabh Agrawal# N.A. Mr. Ashok Sinha 19.77
Mr. Banmali Agrawala# N.A. Mr. Rajiv Mehrishi^ N.A
Mr. Ashok Sinha 5.61 Dr. Praveer Sinha, CEO and Managing
Mr. Rajiv Mehrishi@ N.A. Director (KMP) 16.12.
Dr. Praveer Sinha, CEO & Managing 54.62 Mr. Sanjeev Churiwala, Chief Financial
Director Officer (KMP)* N.A.
Mr. Hanoz M. Mistry, Company
15.55
Secretary (KMP)

$ As a policy, Mr. N. Chandrasekaran, Chairman, has abstained from receiving Commission from the Company and hence, not stated.

^ On completion of his term of office, Mr. K. M. Chandrasekhar, Independent Director of the Company, ceased to be a Director of the Company with
effect from close of business hours on February 19, 2023.

# In line with the internal guidelines of the Company, no payment is made towards Commission to the Non-Executive Directors of the Company, who
are in full time employment with another Tata Company and hence, not stated.

@ Mr. Rajiv Mehrishi was appointed as Independent Director of the Company, effective October 28, 2022. Hence, his remuneration is not comparable.

* Mr. Sanjeev Churiwala was appointed as Chief Financial Officer of the Company, effective January 1, 2022. Hence, his remuneration for last financial
year was not comparable since it was only for 3 months.

c) The percentage increase in the median remuneration of - Average increase in remuneration of Managers
employees in the financial year: 15.97 (defined as MD and ED on the Board of your Company)
was 16.12%.
d) The number of permanent employees on the rolls of the
company: 3,071 f) Affirmation that the remuneration is as per the remuneration
policy of the Company:
e) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last It is affirmed that the remuneration is as per the 'Remuneration
financial year, its comparison with the percentile increase in Policy for Directors, Key Managerial Personnel and other
the managerial remuneration, justification thereof and point employees' adopted by the Company.
out if there are any exceptional circumstances for increase in
On behalf of the Board of Directors,
the managerial remuneration:
- Average percentile increase in the salaries of employees N. Chandrasekaran
other than managerial personnel was 9.5% Chairman
Mumbai, May 4, 2023 (DIN:00121863)

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