-
NTPC Limited (A Govt. of India Enterprises)
Corporate Centre
Registered office: NTPC Bhawan, SCOPE Complex, &
Institutional Area, Lodhi Road, New Delhi-110003
CIN:L40101DL1975GOI007966, Telephone: 011-24387333 FAX:
011-24361018, Email: [email protected] Website: www.ntpc.co.in,
Ref. No.: 01: SEC: LA Dated: 31/8/2020
To General Manager Department of Corporate Services BSE Limited Floor 25, Phiroze Jeejeebhoy Towers Dalal Street Mumbai‐400 001
Manager National Stock Exchange of
India Limited Exchange Plaza Bandra‐Kurla Complex Bandra(E) Mumbai‐400 051
Sub: -
Notice of 44th Annual General Meeting to be held though Video Conferencing (VC)
/ Other Audio Visual Means (OAVM) along with the Integrated Annual Report of the Company for the Financial Year 2019‐20
- Details regarding e‐Voting , and -
Details regarding Book Closure for the purpose of AGM
Dear Sir, This is to inform that the 44th Annual General Meeting (AGM) of the members of NTPC Limited shall
be held on Thursday, 24th
September, 2020 at 10:30 A.M.
through VC/OAVM. In accordance with
the applicable circulars issued by
the Ministry of Corporate Affairs
and Securities Exchange Board of
India, notice of the AGM
along with the Integrated
Annual Report 2019‐20 is being sent only through electronic mode to those members whose e‐mail addresses are registered with the Company/Depository Participant(s). Integrated
Annual Report 2019‐20 along with
notice of AGM is enclosed. Same
is
also available on the website of the Company i.e. www.ntpc.co.in, websites of BSE and NSE i.e. www.bseindia.com
& www.nseindia.com respectively and
website of CDSL
i.e. www.evotingindia.com . Register
of Members and Share Transfer
Books of the Company will remain
closed
from Friday, 18th September, 2020 to Thursday, 24th September 2020 (both days inclusive) for the purpose of Annual General Meeting. The Company is providing remote e‐voting facility to all its members to cast their votes on all resolutions as set out in the notice of the 44th AGM. Remote e‐voting period commences on Monday, 21st September, 2020 (9:00 am) (IST) and ends on Wednesday, 23rd September, 2020 (5:00 pm) (IST). During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the cut‐off date i.e. Thursday, 17th September, 2020,
-
NTPC Limited (A Govt. of India Enterprises)
Corporate Centre
Registered office: NTPC Bhawan, SCOPE Complex, &
Institutional Area, Lodhi Road, New Delhi-110003
CIN:L40101DL1975GOI007966, Telephone: 011-24387333 FAX:
011-24361018, Email: [email protected] Website: www.ntpc.co.in,
shall be entitled to avail the facility of remote e‐ voting. Further, e‐voting facility shall also be available at the AGM for members (as on cut‐off date) who had not casted their votes through remote e‐voting. The details regarding manner of registering/updating E‐mail address, casting vote through e‐voting, attending AGM through VC/OAVM have been set out in the notice of 44th AGM. Thanking you.
Yours faithfully,
(Nandini Sarkar)
Company Secretary & Compliance Officer
Encl.: Annual Report ‐2019‐20
-
1
n BUSINESS PORTFOLIO GROWTH • To sustain NTPC’s position as the
leading power
generation company in the world. • To broad base the generation
mix with significant
proportion of clean energy sources. • To enable the generation
fleet to operate at optimum
efficiency while meeting the demand and stability in the
grid.
• To diversify into emerging businesses and markets across the
power value chain including coal mining, power trading, ancillary
services, E-mobility, storage and related adjacencies.
• To establish a strong services brand in domestic and
international markets.
n CUSTOMER FOCUS • To foster a collaborative style of working
with
customers, growing to be a preferred brand for supply of quality
and reliable power.
• To expand the customer portfolio through profitable
diversification into downstream business inter alia E-mobility and
direct supply.
• To ensure rapid commercial decision making, using customer
specific information, with adequate concern for the interest of the
customer.
• To adapt business models and organisation structures to
capture value which is progressively shifting towards the
customers.
n AGILE CORPORATION • To ensure effectiveness in business
decisions
and responsiveness to changes in the business environment
by:
o Adopting a portfolio approach to new business development.
o Continuous and co-ordinated assessment of the business
environment to identify and respond to opportunities and
threats
• To create lean organization and business processes. • To
develop a learning organization having knowledge-
based competitive edge in current and future businesses.
• To develop a culture of curiosity and innovation in learning
and adopting new technologies, business models and operational
philosophies in line with the evolving market and changing customer
needs
n PERFORMANCE LEADERSHIP • To continuously strive for innovation
in reducing costs,
enhancing operational flexibility and in addressing changing
customer needs.
• To continuously improve on project execution time and cost in
order to sustain long term competitiveness.
• To effectively leverage Information Technology to drive
process efficiencies and enable system flexibility in line with the
market needs.
• To create capabilities to attain leadership in the new and
emerging businesses.
• To embed quality and safety in all systems and processes.
• Support evolution of power markets to meet customer needs
through products, platforms, services etc. to
create a win-win opportunity across stakeholders. • To lead
development efforts in the Indian power
sector through stakeholder consultation. • To assist in capacity
creation of key stakeholders.n HUMAN RESOURCE DEVELOPMENT • To
enhance organizational performance by
institutionalizing an objective and open performance management
system.
• To align individual and organizational needs and develop
business leaders by implementing a career development system.
• To build a lean organization with diverse skills and high
ability to adapt to change
• To build and sustain a learning organization of competent
world-class professionals.
• To institutionalize core values and create culture of
team-building, ownership, empowerment, equity, innovation and
openness which would motivate employees and enable achievement of
strategic objectives.
n FINANCIAL SOUNDNESS • To maintain and improve the financial
soundness
of NTPC by prudent management of the financial resources.
• To continuously strive to reduce the cost of capital through
prudent management of deployed funds, leveraging opportunities in
domestic and international financial markets.
• To promote innovative funding models to support entry into new
businesses and sustain long term growth.
• To develop appropriate commercial policies and processes which
would ensure remunerative tariffs, balance capital work-in-progress
and minimize receivables.
n SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY • To
deliver business and environmental value through
projects which are beneficial for business and larger
ecosystem.
• To ensure sustainable power development by ensuring minimal
wastage across operations.
• To actively contribute towards societal development. • To lead
the sector in the areas of resettlement and
rehabilitation and environment protection including effective
ash-utilization, peripheral development and energy conservation
practices.
n RESEARCH & DEVELOPMENT • To undertake R&D initiatives
in sync with the overall
business portfolio. • To pioneer the adoption of reliable,
efficient
and cost-effective technologies by carrying out fundamental and
applied research in alternate fuels and technologies.
• To collaborate with leading institutes, technology players and
service providers, particularly in the area of power plant
construction, generation technology, operations, renewable energy
sources, storage, e-mobility, etc. that can contribute towards
efficiency, reliability and environment friendliness.
CORPORATE OBJECTIVES
CO
RPO
RA
TE O
BJE
CTI
VES
-
2
REF
EREN
CE
INFO
RM
ATI
ON
Registered Office
NTPC Bhawan, SCOPE Complex, 7, Institutional Area, Lodhi Road,
New Delhi-110 003 Phone No.: 011-2436 0100 Fax No. . 011-2436 1018
Email: [email protected] Web site: www.ntpc.co.in CIN:
L40101DL1975GOI007966
Registrar & Share Transfer Agent for Equity Shares
M/s Alankit Assignments Limited, Alankit House, 4E/2,
Jhandewalan Extension, New Delhi-110055 Contact Person: Shri Mahesh
pandey, Shri Surinder Sharma Tel No.: 011-42541234 Fax No.:
011-41543474 Email: [email protected]
Depositories
National Securities Depository Limited Central Depository
Services (India) Limited
REFERENCE INFORMATION
Shares listed at
National Stock Exchange of India Limited BSE Limited
Subsidiaries (as on 31.03.2020)
NTPC Electric Supply Company Ltd. NTPC Vidyut Vyapar Nigam Ltd.
Kanti Bijlee Utpadan Nigam Ltd. Bhartiya Rail Bijlee Company Ltd.
Patratu Vidyut Utpadan Nigam Ltd. Nabinagar Power Generating
Company Ltd. NTPC Mining Ltd.* THDC India Ltd.@ North-Eastern
Electric Power Corporation Ltd.@ *Incorporated on 29/8/2019
@Acquired w.e.f. 27/3/2020
Company Secretary
Ms. Nandini Sarkar
Auditors
1. M/s S.K.Mehta & Co. 2. M/s S.N.Dhawan & Co LLP 3. M/s
Varma & Varma 4. M/s Parakh & Co. 5. M/s C.K.Prusty &
Associates 6. M/s B.C.Jain & Co. 7. M/s V.K.Jindal &
Co.
-
3
• Letter to Shareholders
..................................................................
09
• Notice of AGM
..............................................................................
13
• Station & Region Wise NTPC Gross Generation 2019-2020
........ 31
• Selected Financial Information
.................................................... 33
• Directors’ Profile
...........................................................................
34
• Senior Management Team
............................................................ 41
• Directors’ Report
...........................................................................
42
• Management Discussion and Analysis
......................................... 78
• Report on Corporate Governance
.............................................. 104
• Corporate Social Responsibility Report
...................................... 150
• Business Responsibility Report
..................................................... 155
• Sustainability Reporting
P Stakeholder Engagement and Materiality Assessment ...........
175
PRisk Management
.......................................................................
182
P Value Creation Model
................................................................
188
P Disclosure on six capitals
.......................................................... 190
P Independent Assurance on Sustainability Disclosures
........... 244
• Standalone Financial Statements (SFS)
........................................ 249
• Independent Auditors’ Report on Standalone Financial
Statements (SFS)
............................................................
368
• Comments of the Comptroller and Auditor General of India on
SFS
............................................................................................
381
• Employee Cost Summary
..............................................................
382
• Revenue Expenditure on Social Overheads
............................... 383
• Consolidated Financial Statements (CFS)
.................................... 384
• Independent Auditors’ Report on Consolidated Financial
Statements (CFS)
............................................................................
527
• Comments of the Comptroller and Auditor General of India on
CFS
............................................................................................
535
GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
The Ministry of Corporate Affairs has takes a “Green Initiative
in the Corporate Governance“ by allowing paperless compliances by
the companies and has issued circulars stating that service of
notice/ documents including Annual Reports can be send by e-mail to
its members. To support this green initiative of the Government in
full measure, members who have not registered their e-mail
addresses, so far, are requested to register their e-mail address,
in respect of electronic holdings with the Depository through their
concerned Depository Participants. Members who hold shares in
physical form are requested to get their e-mail address registered
with Alankit Assignments Limited, RTA of the Company.
CONTENTS
SUPPORT ‘GREEN INITIATIVE‘
Annual General Meeting Date : 24th September, 2020
Time : 10:30 A.M.
Venue/Mode : Video Conferencing (“VC”)/ Other Audio-Visual Means
(“OAVM”)
CO
NTE
NTS
-
4
NTP
C,
Sim
had
ri S
upe
r Th
erm
al P
ow
er
Pro
ject
-
5
About the
REPORT
SCOPE OF THE REPORT
The NTPC Integrated* Annual Report has been prepared in
accordance with the Framework laid down by the International
Integrated Reporting Council (IIRC). Also, other frameworks such as
GRI Standards “Comprehensive” with EUSS, National Voluntary
Guidelines (NVGs), United Nations Sustainable Development Goals (UN
SDGs) and the United Nations Global Compact (UNGC) principles has
been referenced in the content preparation. The financial and
statutory information in this report is in accordance with the
requirements of the Companies Act, 2013, Indian Accounting
Standards, the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and the
Secretarial Standards.
BOUNDARY OF THE REPORT
This report covers the business activities of NTPC Limited and
its Joint
Ventures & Subsidiaries covering electricity generation
(Thermal, Renewables, Hydro), Consultancy, Business Development,
NETRA and Energy Trading. All stations/ plants considered in
current report are located in India and are under operation. The
report covers data and information for the period April 1, 2019 to
March 31, 2020. There have been considerable changes in the
installed capacity of power generation plants during this reporting
period. Also, there is change in share ownership structure of the
company due to disinvestment by GoI. The details have been provided
in the manufacturing capital section of this report.
REPORT METHODOLOGY
For collection of data on performance indicators, a uniform
approach is followed across all NTPC stations. Collected data is
then processed at individual operating stations in accordance with
universally accepted methodologies following
approaches of measurement, calculation and analysis. There is no
re-statement or significant change in measurement methods applied
in this report with respect to the previous report, except if
mentioned, wherein applicable. Report content and aspect boundary
provided in the report has been reviewed and approved by top
management of the company.
ASSURANCE OF THE REPORT
Non-financial information in this report, has been independently
assured by M/s KPMG , India. A reasonable assurance was conducted
in accordance with ISAE 3000 Standards, covering qualitative and
quantitative information.
NTPC appreciates feedback from all stakeholders. For any
additional information regarding sustainability report, please
reach out to the addresses given below:
CSO’s Office
Engineering Office Complex (EOC) NTPC Limited
Sector - 24, Noida - 201 301 (U.P.) Email-
[email protected]
Phone: (+91) 120 - 2410350, Fax: (+91) 120 - 2410500
Headquarter
NTPC Limited (A Govt. of India Enterprise)
NTPC Bhawan, Core-7, Scope Complex
7, Industrial Area, Lodhi Road New Delhi-110003
Ab
out
the
Re
po
rt
*First Integrated Report
-
6
Vie
w o
f N
TPC
Ram
agun
dam
Sup
er
The
rmal
Po
we
r Pr
oje
ct
-
7
2019-20 2018-19
Gross generation Million Units 259618 274454
Commercial generation " 257829 273540
Energy sent out " 240204 255715
Sale of energy (including electricity duty)* ` Crore 96841
89316
Profit before tax " 14466 12673
Profit for the year " 10113 11750
Dividend " 2968 4923
Dividend tax " 608 1000
Retained profit " 6537 5827
Total fixed assets " 230171 216827
Net worth " 113569 107408
Total non-current borrowings including current maturities "
152694 127430
Capital employed " 147014 131354
Net cash from operations " 22014 16157
Value added " 37587 33571
No. of employees Number 17398 18359
Value added per employee ` Crore 2.16 1.83
Debt to equity Ratio 1.35 1.19
Debt service coverage ratio (DSCR) Times 2.07 2.21
Interest service coverage ratio (ISCR) Times 4.45 5.26
Return on capital employed % 10.48 12.51
Face value per share ` 10.00 10.00
Dividend per share " 3.00 5.97**
Book value per share " 114.78 108.55
Earnings per share " 10.22 11.88
THE YEAR AT A GLANCE
* Including Sale of energy through trading. ** Bonus Shares
issued in March 2019 in the proportion 1 equity share for every 5
existing equity share
Commercial Capacity & Energy Sent Out Profit for the
Year
THE
YEA
R A
T A
GLA
NC
E
-
8
-
9
Dear Shareholders,
We are in the midst of a global public health crisis which is
threatening the entire humanity. The spread of COVID-19 virus has
presented extraordinary challenges to the global economy and human
livelihood. Our Government has taken steps for containing the
spread of COVID-19. Everyone has been rightfully applauding the
front line Corona warriors including medical professionals and
essential service providers. Your Company is also provider of
essential services.
Electricity is an essential part of our lives. Its importance
has further increased during this period as it is critical in
providing emergency services and facilitating lifesaving equipment.
Electricity supply along with internet services has been the key to
keep the businesses, hospitals, schools and offices running as a
majority of people have started working from home. This has clearly
brought additional responsibility on your Company and the work
being done at the power stations to keep up the generation is
noteworthy and needs to be acknowledged and applauded.
At the same time, your Company has taken all the measures to
keep the generators on bar to meet the grid demand while complying
with the required protocols as specified by the Government of
India, State Government and local administration where we have
operations and the situation is being reviewed on a daily basis.
Further, your Company has maintained constant communication and
dialogue with all the stakeholders. Your Company has also taken
proactive measures to prioritize the health of its employees and
their families.
As a responsible organization, your Company has extended support
to Government agencies in every possible manner. This has been done
by supplying essential food items for the needy as well as
providing medical equipment and hospital facilities to the local
authorities.
Before presenting the performance highlights, I would like to
say thanks to each one of you for your continued support and
investment in NTPC. This is also wishing that all of you stay safe
and healthy.
Physical Performance:
Your Company had shown outstanding performance in FY’20 as well
and achieved several milestones in operations, new capacity
addition and on the renewable energy front.
Your Company has set a new benchmark by adding 5,290 MW of
commercial capacity, which is the highest ever achieved in any year
since inception. Another important event has been the acquisition
of Government of India’s stake in NEEPCO and THDC which has added
substantial hydro capacity to your Company’s portfolio. Even during
the COVID period, 984 MW of commercial capacity has been added,
which demonstrates NTPC’s inherent resilience. With all these, your
Company has become a 63 GW Company.
On the generation front, the Company’s group generation stood at
over 290 BUs in FY 20. There is slight decrease in the total
generation when compared to previous year due to reduction in
demand and extended monsoon season. However, we could significantly
reduce the under recovery of capacity charges when compared to
previous years and improved machine availability. In FY20, your
Company’s PLF has consistently maintained a positive difference of
over 12% as compared to the National PLF. Company’s coal stations
achieved a PLF of 68.20% during the year 2019-20 as against
National PLF of 55.89% and four stations of NTPC figured in top ten
stations list of the country in terms of PLF.
Your Company has recorded the highest ever single day generation
of 977.07 MUs on July 28, 2020. Additionally, your Company’s 1st
and the oldest Unit, Singrauli Unit#1 which was put to commercial
operation in 1982 has registered a PLF of 101.96% in Q1 FY21, which
is the highest in the country. The feat achieved by the 38 years
old Unit strongly reflects the Operation and Maintenance practices
being adopted by your Company and the competency of people
operating the Units.
Financial Performance:
In FY’20, your Company recorded a profit of ` 10,112.81 Crore.
The profit before tax is ` 14,465.92 Crore as against ` 12672.52
Crore in the previous year, registering an increase of 14.15%. The
total income has crossed ` 1,00,000 Crore for the first time and
the Company declared dividend of ` 3,117 Crore to shareholders.
This is the 27th consecutive year that the Company has paid
dividend.
In FY’20, your Company incurred capital expenditure of ` 36,618
Crores (including ` 11,500 Crores for acquisition of GoI stake in
THDC and NEEPCO).
Letter to Shareholders
LETT
ER T
O S
HA
REH
OLD
ERS
-
10
Renewable Energy:
Your Company has changed its focus completely and is pursuing
renewable capacity addition aggressively. We have taken the
decision not to acquire any further land for thermal projects in
near future and the entire focus will be on carbon free
sources.
Contracts have been awarded and work has started for adding over
2 GW of solar PV capacity during the year by winning various
tenders through competitive bidding. Currently over 2,400 MW of RE
projects are under construction including 237 MW of floating solar
projects on water bodies within NTPC’s existing power stations. In
order to get access to large tracts of land for RE projects,
discussions are in progress with State Governments for allocation
of land parcels for setting up of renewable projects. These would
be developed under Ultra Mega Renewable Energy Power Parks scheme
of the Government of India.
Further, your Company is working on partnerships with agencies
like National Investment and Infrastructure Fund (NIIF) and ONGC (a
Maharatna Company and India’s largest crude oil and natural gas
Company) who have shown interest in working with your Company in
renewable space.
To optimize cost, improve competitive edge, bring synergy in
operations and to add renewables with a focused approach, your
Company has taken decision for formation of a separate subsidiary
Company for carrying out renewable energy business. By 2032, your
Company is aiming to add 32 GW of renewables both by organic and
inorganic route and targeting to become the largest renewable
energy Company in India.
Sustainability:
Your Company has taken a major leap and adopted integrated
reporting for sustainability performance disclosure along with
financial disclosure. Your Company is committed to bring
fundamental changes in the way of operating business to transform
ourselves as the most sustainable power producer and a supplier of
choice. Aligned with its sustainability priorities, your Company
has formed its board level Sustainability committee to oversee ESG
and climate change related issues.
In its quest to deliver sustainable and affordable energy, your
Company’s recent acquisition gave access to large operational hydro
capacity. With this, the total zero-carbon based energy capacity
reached 7%. Your Company is targeting to achieve 30% capacity
through non-fossil sources by 2032. Further, with targeted RE
addition, we anticipate to reduce our specific CO
2 emissions
substantially over next few years.
Your Company is enhancing resource efficiency through reduced
coal consumption by adopting co-firing with biomass and
optimization of water consumption. Your Company is committed to
championing the circular economy. Ash utilization has improved by
16% when compared to previous year. Significant thrust is being put
on further increasing ash utilization effectively on a sustained
basis. Further, your Company is also focusing on developing
Waste-to-Energy plants and significant action has already been
taken.
Your Company is diligently following ESG principles and have
implemented strong ethics, fair corporate governance, effective
risk management, extensive stakeholder engagement and stringent
safety measures at all of its establishments.
Corporate Social Responsibility has been another focus area of
your Company. Several initiatives are being taken to improve the
socio-economic condition of people living nearby NTPC’s plants.
An example of highly effective corporate governance practices at
your Company is the fact that your Company has been adjudged as the
winner of the prestigious CII-ITC Sustainability Award 2019, a
great feat reflecting utmost transparency and integrity and
following sustainability practices diligently.
Coal Mining:
Coal mining has been another important area, your Company is
actively pursuing to reduce its dependence on coal suppliers,
optimize the cost of generation, ensuring maximum dispatch of power
and thereby increasing generation share.
In FY20, your Company extracted 11.15 MMT of coal from its
captive mines, registering an increase of 52.5% over previous year.
Coal production has started at one more mine, Talaipalli. With
this, three mines are under operation and mining operations at two
more mines are also in advanced stage. To further speedup the
mining activity, a separate mining subsidiary, NTPC Mining Limited
has been incorporated. By 2030, your Company is aiming to meet 40%
of its coal requirement from captive mines.
Inorganic Growth:
Pursuing inorganic growth path – your Company acquired
Government of India’s stake in NEEPCO and THDC which gave access to
3,294 MW capacity, out of which 2,625 MW is hydro and 142 MW
renewables. The acquisition helps your Company in balancing its
portfolio.
LETT
ER T
O S
HA
REH
OLD
ERS
-
11
Your Company has also participated in bidding for acquisition of
stressed assets admitted through NCLT and has emerged as winner in
600 MW Jhabua bid. It is expected that the transaction will be
completed soon.
Fund Raising:
In its endeavor to become a 130 GW Company by 2032, your Company
has envisaged an aggressive capital expenditure plan which is also
aligned with the National Infrastructure Pipeline of the Government
of India. An action plan has been prepared by your Company for
capital expenditure of over `1 lakh crore for the period of
2019-2024.
Your Company has adopted a dynamic debt strategy for raising
long term debt at optimal cost for meeting its capital requirement.
Your Company is also putting emphasis on a proactive refinancing
strategy to leverage the market conditions for availing low cost
debt. The success of this strategy can be gauged by the decreasing
weighted average cost of borrowings which stood at 6.81% for FY20
and is expected to reduce further.
In FY20, your Company mobilized external commercial borrowings
of JPY Equivalent to USD 750 Million, which was the largest ever
syndicated JPY loan raised by any Indian Corporate from offshore
Samurai loan market under automatic route of RBI and also the
highest ever single foreign currency loan raised by your
Company.
Market Environment:
Many power sector reforms are being introduced by the Government
for bringing efficiency and discipline in the sector. Along with
this, new market mechanism designs have been under discussion to
promote competition thereby providing affordable power to the
consumers.
Real Time Market (RTM) has been introduced w.e.f June 01, 2020.
With this, generators will get opportunity to sell the on-bar
surplus power and Discoms will get opportunity to meet any
incremental power requirement. This scheme will provide the
generators an opportunity to dispatch more power and at the same
time generate additional revenue.
With the success of Security Constrained Economic Dispatch
scheme on pilot basis, the scheme has been further extended till
March 2021 covering all the willing generators so that the cheaper
power will be scheduled first. This will ensure optimal dispatch in
the country benefitting the customers.
Under Atmanirbhar Bharat Abhiyan, the government has facilitated
Discoms with loans for clearing their dues of the generators. This
is a mutually beneficial scheme as it will reduce the interest
liability of the Discoms and at the same time increase the
liquidity for the generators.
These are expected to bring positive changes and help in
long-term sustainability of the power sector.
New Business Areas:
Your Company is actively pursuing new business areas and
exploring various options for diversification of its business
operations to maintain the growth trajectory.
Your Company is actively pursuing green hydrogen portfolio which
aligns well with NTPC’s large renewable growth plans. Your Company
is working with various agencies who are pioneers in hydrogen
technology and aims to have a significant share in hydrogen
economy. Your Company is focusing on carbon free mobility solutions
including EV charging, EV transportation / Hydrogen FCEV
transportation. Your Company is also actively looking at power
distribution, Waste-to-Energy, Consultancy Business and increasing
global footprint.
With acquisition and participation in the bidding process for
stressed assets, we have opened a new avenue for growth.
Digital Initiatives:
Your Company is taking various digital initiatives to simplify
various processes, bring efficiency, speed and transparency. PRADIP
(e-office) has been launched for faster processing, transparency
and to avoid paper consumption. Your Company is also considering
AI/ML tools for power plant operation to increase efficiency,
safety, cost optimization and reduce downtime.
International Business:
Your Company is actively considering increasing geo-strategic
reach. Offices were opened in Myanmar and Kenya. With this, your
Company has started operations in three countries abroad.
LETT
ER T
O S
HA
REH
OLD
ERS
-
12
I am pleased to inform you that your Company has received
Project Management Consultancy contacts for setting up of solar
projects at Togo and Mali through International Solar Alliance
(ISA). Discussions are also underway with various countries for
setting up solar capacity up to 10 GW through ISA platform.
Your Company is actively looking at the Middle East and African
continent for business opportunities. Agreements were made with
various countries for cooperation in the power sector and it is
expected that we would be able to materialize few contracts.
Looking Ahead:
Since inception, your Company has maintained leadership in all
aspects of power generation business. Your Company is working on
adopting the latest tools and technologies to maintain
leadership.
Needless to mention that the competition has become part of your
Company’s culture. Your Company is continuously working on
increasing market share to retain leadership. Steps are being taken
for bringing cultural changes to respond quickly to changes in the
power sector.
Tireless efforts are underway for maximizing profitability.
Steps have been taken for eliminating under recovery by ensuring
fuel availability and controlling equipment forced outage. Various
optimization and technological measures are being taken for
resource utilization and keeping expenses under control.
On behalf of the NTPC family, I assure you that your Company
will continue to put tireless efforts for maximizing profitability
and bring value to its shareholders. I once again assure you that
your Company has a great future ahead.
I take this opportunity to place on record my sincere thanks and
gratitude to the Government of India, particularly Ministry of
Power, Ministry of Coal, Ministry of Railways, Ministry of
Environment, Forest and Climate Change, Ministry of New and
Renewable Energy, DIPAM, CERC, CEA, CAG, State Governments, our
valued Customers, Auditors, Vendors, other authorities and agencies
that provide unstinted support.
I convey my appreciation to my colleagues on the Board for their
invaluable contribution in strengthening the Company. I express my
special thankfulness to the investors and shareholders for their
sustained support to the Company.
With best wishes,
Yours sincerely,
(Gurdeep Singh) Chairman & Managing Director
LETT
ER T
O S
HA
REH
OLD
ERS
-
13
NTPC Limited CIN: L40101DL1975GOI007966
Regd. Office: NTPC Bhawan, SCOPE Complex, 7, Institutional Area,
Lodhi Road, New Delhi-110 003
Tel. no.: 011-24360959 Fax: 011-24360241 Email:
[email protected] Website: www.ntpc.co.in
NOTICE
NOTICE is hereby given that the 44th Annual General Meeting of
the Members of NTPC Limited will be held on Thursday, 24th
September, 2020 at 10.30 a.m. through Video Conferencing (“VC”)/
Other Audio-Visual Means (“OAVM”), to transact the following
businesses:
ORDINARY BUSINESS:
1. To consider and adopt:
(a) the Audited Standalone Financial Statements of the Company
for the financial year ended 31st March, 2020, the reports of the
Board of Directors and Auditors thereon; and
(b) the Audited Consolidated Financial Statements of the Company
for the financial year ended 31st March, 2020 and the report of the
Auditors thereon.
2. To confirm payment of interim dividend and declare final
dividend for the year 2019-20.
3. To fix the remuneration of the Statutory Auditors for the
year 2020-21 .
SPECIAL BUSINESS:
4. To appoint Shri Anil Kumar Gautam (DIN: 08293632), as
Director (Finance) of the Company and in this regard to consider
and if thought fit, to pass the following resolution as an Ordinary
Resolution:
Resolved that pursuant to the provisions of Section 149, 152 and
other applicable provisions, if any, of the Companies Act, 2013,
Rules made thereunder, Shri Anil Kumar Gautam (DIN: 08293632), who
was appointed as Director (Finance), by the President of India,
vide Ministry of Power Order No. 8/3/2019-Th-1 dated 18th October
2019 and subsequently appointed as an Additional Director and
designated as Director (Finance) by the Board of Directors with
effect from 18th October, 2019 to hold office until the date of
this Annual General Meeting, in terms of Section 161 of the
Companies Act, 2013 be and is hereby appointed as Director
(Finance) of the Company on terms & conditions as may be fixed
by the Government of India and he shall be liable to retire by
rotation.
5. To appoint Shri Ashish Upadhyaya (DIN: 06855349), as
Government Nominee Director and in this regard to consider and if
thought fit, to pass the following resolution as an Ordinary
Resolution:
Resolved that pursuant to the provisions of Section 149, 152 and
other applicable provisions, if any, of the Companies Act, 2013,
Rules made thereunder, Shri Ashish Upadhyaya (DIN: 06855349), who
was appointed as Government Nominee Director, by the President of
India, vide Ministry of Power Order No. 20/8/2016-Coord (Pt-V)
dated 14th January, 2020 and subsequently appointed as an
Additional Director by the Board of Directors with effect from 22nd
January 2020 to hold office until the date of this Annual General
Meeting, in terms of Section 161 of the Companies Act, 2013 be and
is hereby appointed as Government Nominee Director of the Company
on terms & conditions as may be fixed by the Government of
India and he shall not be liable to retire by rotation.
6. To appoint Shri Dillip Kumar Patel (DIN: 08695490), as
Director (Human Resources) of the Company and in this regard to
consider and if thought fit, to pass the following resolution as an
Ordinary Resolution:
Resolved that pursuant to the provisions of Section 149, 152 and
other applicable provisions, if any, of the Companies Act, 2013,
Rules made thereunder, Shri Dillip Kumar Patel (DIN: 08695490), who
was appointed as Director (Human Resources), by the President of
India vide Ministry of Power Order No. 8/4/2019-Th-1 dated 31st
December 2019 and subsequently appointed as an Additional Director
and designated as Director (Human Resources) by the Board of
Directors with effect from 1st April 2020 to hold office until the
date of this Annual General Meeting, in terms of Section 161 of the
Companies Act, 2013 be and is hereby appointed as Director (Human
Resources) of the Company on terms & conditions as may be fixed
by the Government of India and he shall be liable to retire by
rotation.
7. To appoint Shri Ramesh Babu V (DIN: 08736805), as Director
(Operations) of the Company and in this regard to consider and if
thought fit, to pass the following resolution as an Ordinary
Resolution:
Resolved that pursuant to the provisions of Section 149, 152 and
other applicable provisions, if any, of the Companies Act, 2013,
Rules made thereunder, Shri Ramesh Babu V (DIN: 08736805), who was
appointed as Director (Operations), by the President of India vide
Ministry of Power Order No. 8/7/2019-Th-1 dated 25th March 2020 and
subsequently appointed as an Additional Director and designated as
Director (Operations) by the Board of Directors with effect from
1st May 2020 to hold office until the date of this Annual General
Meeting, in terms of Section 161 of the Companies Act, 2013 be and
is hereby appointed as Director (Operations) of the Company on
terms & conditions as may be fixed by the Government of India
and he shall be liable to retire by rotation.
NO
TIC
E O
F 44
th A
GM
-
14Notice of 42nd AGM
8. To appoint Shri Chandan Kumar Mondol (DIN: 08535016), as
Director (Commercial) of the Company and in this regard to consider
and if thought fit, to pass the following resolution as an Ordinary
Resolution:
Resolved that pursuant to the provisions of Section 149, 152 and
other applicable provisions, if any, of the Companies Act, 2013,
Rules made thereunder, Shri Chandan Kumar Mondol (DIN: 08535016),
who was appointed as Director (Commercial), by the President of
India vide Ministry of Power Order No. 8/15/2019-Th.1 (A-1) dated
10th June 2020 and subsequently appointed as an Additional Director
and designated as Director (Commercial) by the Board of Directors
with effect from 1st August 2020 to hold office until the date of
this Annual General Meeting, in terms of Section 161 of the
Companies Act, 2013 be and is hereby appointed as Director
(Commercial) of the Company on terms & conditions as may be
fixed by the Government of India and he shall be liable to retire
by rotation.
9. To appoint Shri Ujjwal Kanti Bhattacharya (DIN: 08734219), as
Director (Projects) of the Company and in this regard to consider
and if thought fit, to pass the following resolution as an Ordinary
Resolution:
Resolved that pursuant to the provisions of Section 149, 152 and
other applicable provisions, if any, of the Companies Act, 2013,
Rules made thereunder, Shri Ujjwal Kanti Bhattacharya (DIN:
08734219), who was appointed as Director (Projects), by the
President of India vide Ministry of Power Order No. 8/19/2019-Th.1
dated 26th August 2020 and subsequently appointed as an Additional
Director and designated as Director (Projects) by the Board of
Directors with effect from 28th August, 2020 to hold office until
the date of this Annual General Meeting, in terms of Section 161 of
the Companies Act, 2013 be and is hereby appointed as Director
(Projects) of the Company on terms & conditions as may be fixed
by the Government of India and he shall be liable to retire by
rotation.
10. To alter Objects Clause of Memorandum of Association of the
Company and in this regard to consider and if thought fit, to pass
the following resolution as a Special Resolution:
“Resolved that pursuant to the provisions of Section 13 and
other applicable provisions, if any, of the Companies Act, 2013 and
the Rules framed thereunder (including any statutory modification
or re-enactment thereof for the time being in force) and subject to
such other approvals as may be necessary, consent of the members of
the Company be and is hereby accorded for the following
modification in the Objects Clause of the Memorandum of Association
of the Company:
I. Existing clause III A (1) of the objects clause shall be
substituted with following clause III A (1):
To plan, promote and organise an integrated and efficient
development of Thermal, Hydel, Nuclear power and power through
Non-Conventional/Renewable Energy Sources including generation from
municipal or other waste materials in India and abroad including
planning, investigation, research, design and preparation of
preliminary, feasibility and definite project reports,
construction, generation, operation & maintenance, Renovation
& Modernisation of power stations and projects, transmission,
distribution, sale of power generated at Stations in India and
abroad in accordance with the national economic policies and
objectives laid down by the Central Government from time to time,
the management of front and back-end of nuclear fuel cycle and
ensure safe and efficient disposal of waste.
II. Existing clause III A. 4(a) of the objects clause shall be
substituted with following clause III A. 4(a):
To carry on the business of purchasing, selling, importing,
exporting, producing, trading, manufacturing or otherwise dealing
in all aspects of planning, investigation, research, design and
preparation of preliminary, feasibility and project reports,
construction, generation, Operation & Maintenance, Renovation
& Modernisation of Power Stations and Projects, Transmission,
distribution, sale of Thermal, Hydro, Nuclear power and power
generated through Non- Conventional Renewable Energy sources, power
development, Electric Mobility (e-mobility) including leasing,
hypothecation, procurement of e-vehicles and batteries,
installation, operation and maintenance of infrastructure for
electric charging , battery swapping, usable water by conversion of
waste water or sea water, value added products involving sand,
silica, fly ash, residue from Flue Gas Desulphurization Unit etc.
and also to undertake the business of other allied/ancillary
industries including those for utilisation of steam generated at
power stations, and other by-products and install, operate and
manage all necessary plants, establishments and works.
III. B. Heading “OBJECTS INCIDENTAL OR ANCILLARY TO THE
ATTAINMENT OF THE MAIN OBJECTS” be substituted with new heading
“MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS
SPECIFIED IN CLAUSE III (A) ARE:-”
IV. C: “OTHER OBJECTS”: Heading “OTHER OBJECTS” be deleted and
its contents shall be merged with Clause III B.
Further resolved that the Chairman & Managing Director,
Director (Finance) and Company Secretary of the Company, be and are
hereby severally authorized do all such acts, deeds, matters and
things as may be necessary and incidental for giving effect to this
Resolution, including agreeing to any change to the aforesaid
amendments in the Memorandum of Association of the Company, as may
be required by the Registrar of Companies and/or any
Statutory/Regulatory Authority.”
11. To alter Articles of Association of the Company and in this
regard to consider and if thought fit, to pass the following
resolution as a Special Resolution:
“Resolved that pursuant to the provisions of Section 14 and
other applicable provisions, if any, of the Companies Act, 2013 and
the Rules framed thereunder (including any statutory modification
or re-enactment thereof for the time being in force) and subject to
such other approvals as may be necessary, consent of the members of
the Company be and is hereby accorded for the following
modification in the Articles of Association of the Company:
NO
TIC
E O
F 44
th A
GM
-
15
S.No. Existing Article Proposed amendment1 Article 1
Interpretation- In the definition of “the Act or the said act”,
for the words “The Companies Act 1956”, the words “The Companies
Act 2013” shall be substituted.
2 Article 2Table “A” not to Apply
- In the heading of the Article 2 “Table A” shall be substituted
with “Table F”.- the words “Table A” and “First Schedule” shall be
substituted with “Table F” and “Schedule I,” respectively.
3 Article 5Capital
Existing Article shall be substituted with the following
Article: - The Authorised Share Capital of the Company shall be
such amount and shall be divided into such shares as may from time
to time be provided in Clause V of the Memorandum of Association
with power to increase or reduce the capital and divide the shares
in the capital of the Company for the time being into Equity Share
Capital and Preference Share Capital and to attach thereto
respectively any preferential, qualified or special rights
including as to voting, privileges or conditions as may be
determined in accordance with these presents and to modify or
abrogate any such rights, privileges or conditions in such manner
as may for the time being be permitted by the said Act.
4 Article 6Allotment of Shares
- The words “Section 81,” “Section 79” and “Section 77A” shall
be substituted with the words “Section 62,” “Section 53,” “Section
68,” respectively.
- The words “(subject to Section 54)” are added between word
“transferred or” and “for any services”.
5 Article 7 Right of Members or Debenture holders to
Certificate
- The words “Listing Agreement” shall be substituted with SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015
(hereinafter referred to as SEBI LODR).
- “three months” shall be substituted with “two months”. - “One
month shall be substituted with “a period, as may be prescribed
under SEBI LODR”. - Following sentence has been added at the end of
the clause: “The provision of this Articles of Association shall
mutatis mutandis apply to issue of Certificate of Debenture.”
6 Article 10.ACall paid in advance
- The words “Section 92” shall be substituted with the words
“Section 50”.
7 Article 15ARegister and Index of Members
- The words “Section 150 and 151,” shall be substituted by the
words “Section 88”.- For the words “Companies Act 1956”, the words
“Companies Act, 2013” shall be substituted in paragraph 1 and
2.
8 Article 16 (a)Transfer & Transmission of
Shares/Debentures
- The words “Listing Agreements between the Company and the
Stock Exchanges” shall be substituted with the words “SEBI
LODR”.
9 Article 16(b) Transfer & transmission of
Shares/Debentures
- The words “Section 111 and 111A” shall be substituted by the
words “Section 58 and 59”.- The words “Listing Agreements with the
Stock Exchanges and Section 22A of the Securities Contracts
(Regulation) Act, 1956” shall be substituted with the words “SEBI
LODR.”
10 Article 16 (c) Transfer & Transmission of
Shares/Debentures
- For the words “Section 108,” the words “Section 56” shall be
substituted.- For the words “Companies Act 1956”, the words
“Companies Act, 2013” shall be substituted.
11 Article 21 A Further issue of shares
- The existing Article 21A shall be substituted with the
following clause :“Where at any time, it is proposed to increase
the subscribed capital of the Company by allotment of further
shares then, the Board of Directors may issue further shares in
accordance with the Act and the Rules framed thereunder to-(a)
persons who, at the date of offer, are holders of equity shares of
the Company; such offer shall be deemed to include a right
exercisable by the person concerned to renounce the shares offered
to him or any of them in favour of any other person; or (b)
employees under any scheme of employees” stock option; or(c) any
persons, whether or not those persons include the persons referred
to in clause (a) or clause (b) above.”
12 Article 23ABuy Back of Shares
- For the words “Section 77A, 77AA and 77B,” the words “Section
68, 69 and 70” shall be substituted.
NO
TIC
E O
F 44
th A
GM
-
16
S.No. Existing Article Proposed amendment13 Article 24
Reduction of capital- For the words “Section 100-104”, the words
“Section 66” shall be substituted.
14 Article 25Sub-division and consolidation of shares
- For the words “Sub-Section (i) (a) to (e) of Section 94”, the
words Section 61 shall be substituted.
15 Article 25 (A) (c)Securities in Depositories to be in
fungible form
- The words “Nothing contained in Sections 153 of the Act shall
apply to a Depository in respect of securities held by it on behalf
of the beneficial owners” shall be deleted.
16 Article 26Payment of Commission
- The words “Section 76,” shall be substituted with “Section
40”.
17 Article 28Power to Borrow
- For the words “Section 58A, 292 and 293” the words “Sections
73, 179, 180 & other applicable provisions” shall be
substituted.
18 Article 29Issue at discount etc. or with special
privileges
- For the words “Section 79 and 117” the word “provisions” shall
be substituted.
19 New Heading added - Heading “GENERAL MEETING” shall be added
above Article 30.
20 Article 30Notice of General meeting
- The words “with the consent, in writing, of all the members
entitled to receive notice of same, any General Meeting may be
convened by such shorter notice and in such manner as those members
may think fit” shall be substituted with the words “subject to
provisions of Section 101 of the Act, General Meeting can be held
at shorter notice”.
21 Article 32Quorum
- Article 32 shall be substituted with the following article:-
“The quorum for a general meeting shall be as provided in Section
103 of the Act.”
22 Article 33Chairman of General Meeting
- The words “Vice-Chairman” shall be substituted with “Senior
most Director” at both places.
23 Article 35 APostal Ballot
- The words “Companies (Passing of Resolutions by Postal Ballot)
Rules, 2001” shall be substituted with “Companies (Management and
Administration) Rules, 2014”.
24 Article 37Form of Proxy
- Article 37 shall be substituted with the following article:-
Every instrument of proxy for a specified meeting or otherwise
shall as nearly as circumstances will admit be in the form as may
be provided under the Act/ rules made thereunder.
25 Article 39Board of Directors
- Reference to Department of Public Enterprises Office
memorandum No. DPE/11 (2)/97-Fin dated 22nd July, 1997 shall be
substituted with reference to Department of Public Enterprises
Office memorandum No. 22 (1)/2009-GM dated 4th February, 2010.
26 Article 41 (i)(a)Appointment of Board of Directors
- The words “including Vice-Chairman” shall be deleted.
27 Article 41 (i)(b)Appointment of Board of Directors
- The words “Section 314” shall be deleted.
28 Article 41 (iii)Appointment of Board of Directors
- The words “Section 255,” shall be substituted with “Section
152”.- For the words “the proviso to sub-section (2) of Section
263” the words “Section 162” shall be substituted.
29 Article 41AAdditional Directors
- For the words “Section 260 and 284,” the words “Section
161(1)” shall be substituted.
NO
TIC
E O
F 44
th A
GM
-
17
S.No. Existing Article Proposed amendment30 Article 42
Alternate Director Article 42 shall be substituted with the
following: “The President may appoint, in consultation with the
Chairman of the Company, an alternate director to act for a
Director during his absence for a period of not less than three
months from India. No person shall be appointed as an alternate
director for an independent director unless he is qualified to be
appointed as an independent director under the provisions of the
Act. An alternate director shall not hold office for a period
longer than that permissible to the Original Director in whose
place he has been appointed and shall vacate the office if and when
the Original Director returns to India.
31 Article 42ANominee Directors (New Article)
- Inserted following new clause : The Board may appoint any
person as a Director under Section 161 (3) who is nominated by the
Government of India by virtue of its shareholding in the Company
pursuant to the guidelines framed by the Department of Public
Enterprises from time to time.
32 Article 43 (ii)Appointment of Chairman
- For the words “Section 292 and 293,” the words “Section 179
and 180” shall be substituted.
33 Article 50AQuorum
- The existing article shall be substituted with the following
:“The quorum necessary for the transaction of business of the Board
of Directors shall be as provided in Section 174 of the Act.”
34 Article 51Board may set up Committees
- For the words “Section 292,” the words “Section 179” shall be
substituted.
35 Article 55Specific Powers given to Directors
- In Article 55(13), the words “Section 292” shall be
substituted with “Section 179”.
36 Article 57(ii)Division of profits
- For the words “Section 205,” the words “Section 123” shall be
substituted.
37 Article 57(iv)Division of Profits
- For the words “Section 205,” the words “sub-Section (5) of
Section 123” shall be substituted.
38 Article 59B Capitalization of Reserves
- The words “Companies Act, 1956 or” shall be deleted in Article
59B (1) and 59B(2).
39 Heading to be changed
- For Heading “ACCOUNTS”, heading “ACCOUNTS & STATUTORY
REGISTERS” shall be substituted above Article 60.
40 Article 60Inspection by members of accounts and books of the
Company
- Article 60 shall be substituted with the following clause :
Statutory Registersa. The books of account and books and papers of
the Company, or any of them, shall be
open to the inspection of directors in accordance with the
applicable provisions of the Act and the relevant Rules.
b. No member (not being a director) shall have any right of
inspecting any books of account or books and papers or document of
the Company except as conferred by law or authorised by the
Board.
c. The Company shall keep and maintain at its registered office
all statutory registers as may be prescribed under the Act for such
duration as the Board may, unless otherwise prescribed, decide, and
in such manner and containing such particulars as prescribed by the
Act and the Rules. The registers and copies of annual return shall
be open for inspection during 11.00 a.m. to 1.00 p.m. on all
working days, other than Saturdays, at the registered office of the
Company by the persons entitled thereto on payment, where required,
of such fees as may be fixed by the Board but not exceeding the
limits prescribed by the relevant Rules.
41 Article 61Accounts to be audited annually
- The existing article shall be substituted with the following
:“Once at least in every financial year, the accounts of the
Company shall be examined and a report on the true and fair view of
the state of Company”s affairs as at the end of the Financial Year
and profit or loss and cash flow as per Section 143 of the Act
shall be given by one or more auditors.”
NO
TIC
E O
F 44
th A
GM
-
18
Place: New Delhi Date: 28th August, 2020
By order of the Board of Directors
(Nandini Sarkar) Company Secretary
S.No. Existing Article Proposed amendment42 Article 62
Appointment of Auditors
- For the words “Section 619”, the words “Section 139 (5)” shall
be substituted.
43 Article 69(i) Director”s and other”s right to indemnity
- The words “Section 201(i)” shall be deleted.
44 Article 69(ii)Director”s and other”s right to indemnity
- For the words “Section 633,” the words “Section 463” shall be
substituted.
45 Article 69 (iii)Insurance (New Article)
- New Article 69(iii) “Insurance” shall be added and it shall be
read as under : “The Company may take and maintain any insurance as
the Board may think fit on behalf of its present and/or former
directors, key managerial personnel and employees for indemnifying
all or any of them against any liability for any acts in relation
to the Company for which they may be liable but have acted honestly
and reasonably.”
46 Article 70Not responsible for acts of others
The words “Section 201” shall be deleted.
Further resolved that the Chairman & Managing Director,
Director (Finance) and Company Secretary of the Company be and are
hereby severally authorized do all such acts, deeds, matters and
things as may be necessary and incidental for giving effect to this
Resolution, including agreeing to any change to the aforesaid
amendments in the Articles of Association of the Company, as may be
required by the Registrar of Companies and/or any
Statutory/Regulatory Authority.”
12. To ratify the remuneration of the Cost Auditors for the
financial year 2020-21 and in this regard to consider and if
thought fit, to pass the following resolution as an Ordinary
Resolution:
“Resolved that pursuant to the provisions of Section 148 and all
other applicable provisions of the Companies Act, 2013 and the
Companies (Audit and Auditors) Rules, 2014 [including any statutory
modification(s)], the Company hereby ratifies the remuneration of `
41,08,000/- (Rupees forty-one lakh and eight thousand only) as
approved by the Board of Directors payable to Cost Auditors
appointed by the Board of Directors of the Company to conduct the
audit of the cost records of the Company for the financial year
2020-21 as per detail set out in the Statement annexed to the
Notice convening this Meeting.
Further resolved that the Board of Directors of the Company be
and is hereby authorized to do all acts, deeds, matters and things
as may be considered necessary, desirable or expedient for giving
effect to this resolution.”
13. To raise funds up to ` 15,000 Crore through issue of
Bonds/Debentures on Private Placement basis and in this regard to
consider and if thought fit, to pass following resolution as a
Special Resolution:
Resolved that pursuant to Section 42 and other applicable
provisions of the Companies Act, 2013 read with Rule 14 (1) of the
Companies (Prospectus and Allotment of Securities) Rules, 2014 and
any other applicable statutory provisions (including any statutory
modification or re-enactments thereof) the Board of Directors of
the Company (the “Board”) be and are hereby authorized to make
offer(s) or invitation(s) to subscribe to the secured/unsecured,
redeemable, taxable/tax-free, cumulative/non-cumulative,
non-convertible debentures (“Bonds”) up to ` 15,000 Crore in one or
more tranches/series not exceeding 30 (thirty), through private
placement, in domestic market for capex, working capital and
general corporate purposes, during the period commencing from the
date of passing of Special Resolution till completion of one year
thereof or the date of next Annual General Meeting in the financial
year 2021-22 whichever is earlier in conformity with rules,
regulations, notifications and enactments as may be applicable from
time to time, subject to the total borrowings of the Company
approved by the shareholders under Section 180 (1) (c) of Companies
Act, 2013.
Further resolved that the Board be and is hereby authorized to
do or delegate from time to time, all such acts, deeds and things
as may be deemed necessary to give effect to private placement of
such Bonds including but not limited to determining the face value,
issue price, issue size, tenor, timing, amount, security,
coupon/interest rate, yield, listing, allotment and other terms and
conditions of issue of Bonds as it may, in its absolute discretion,
consider necessary.
NO
TIC
E O
F 44
th A
GM
-
19
Notes: -
1. In view of Covid-19 pandemic situation, the Ministry of
Corporate Affairs (“MCA”) has vide its circular dated May 5, 2020
read together with circulars dated April 8, 2020 and April 13, 2020
(collectively referred to as “MCA Circulars”) permitted convening
the Annual General Meeting (“AGM”) through Video Conferencing
(“VC”) or Other Audio Visual Means (“OAVM”). In accordance with the
MCA Circulars, provisions of the Companies Act, 2013 (‘the Act’)
and the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”), the AGM of the Company is being held through VC /
OAVM. This AGM shall be deemed to be held at the Registered Office
of the Company .
2. In compliance with the MCA Circulars and SEBI Circular dated
May 12, 2020, Notice of the AGM along with the Annual Report
2019-20 is being sent only through electronic mode to those Members
whose email addresses are registered with the Company/
Depositories. Members may note that the Notice and Annual Report
2019-20 will also be available on the Company’s website
www.ntpc.co.in, websites of the Stock Exchanges, i.e., BSE Limited
and National Stock Exchange of India Limited at www.bseindia.com
and www.nseindia.com respectively. The AGM Notice is also
disseminated on the website of CDSL (agency for providing the
Remote e-Voting facility and e-voting system during the AGM) i.e.
www.evotingindia.com. Detailed procedure for updating email ID
details for shareholders are given at S.No. 12 below.
3. Since this AGM is being held through VC / OAVM pursuant to
the MCA Circulars, physical attendance of members has been
dispensed with. Accordingly, the facility for appointment of
proxies by the members will not be available for this AGM and hence
the Proxy Form and Attendance Slip are not annexed hereto. However,
in terms of the provisions of Section 112 and Section 113 of the
Act, representatives of the Members such as the President of India
or the Governor of a State or body corporate can attend the AGM
through VC/OAVM and cast their votes through e-voting.
4. Members of the Company under the category of Institutional
Investors are requested to attend and vote at the AGM through
VC.
5. Pursuant to Section 139 of the Companies Act, 2013, the
Auditors of a Government Company are to be appointed or
re-appointed by the Comptroller and Auditor General of India
(C&AG) and in pursuant to Section 142 of the Companies Act,
2013, their remuneration is to be fixed by the Company in the
Annual General Meeting or in such manner as the Company in general
meeting may determine. The Members of the Company, in 43rd Annual
General Meeting held on August 21, 2019, had authorized the Board
of Directors to fix the remuneration of Statutory Auditors for the
financial year 2019-20. Accordingly, the Board of Directors has
fixed audit fee of Rs. 2,03,00,000/- (Rupees Two Crore three lakh
only) for the Statutory Auditors for the financial year 2019-20 in
addition to applicable GST and reimbursement of actual traveling
and out-of-pocket expenses for visits to accounting units. The
Statutory Auditors of the Company for the year 2020-21 have been
appointed by the C&AG. Accordingly, the Members may authorize
the Board to fix an appropriate remuneration of Statutory Auditors
as may be deemed fit by the Board for the year 2020-21.
6. The Register of Members and Share Transfer Books of the
Company will remain closed from September 18, 2020 to September 24,
2020 (both days inclusive) for the purpose of AGM.
7. The relevant explanatory statement pursuant to Section 102 of
the Companies Act, 2013, in respect of Special Businesses, as set
out above is annexed hereto.
8. Brief resume of the Directors seeking appointment or
re-appointment at Annual General Meeting (AGM), as required under
Regulation 36 of SEBI Listing Regulations, is annexed hereto and
forms part of the Notice.
9. None of the Directors of the Company is in any way related
with each other.
DIVIDEND
10. The Board of Directors, in its meeting held on March 19,
2020, had declared an interim dividend @ 5 % (0.50 paisa per share)
on the paid-up equity share capital of the company which was paid
on March 31, 2020 . Further, the Board of Directors, in its Meeting
held on June 27, 2020 has recommended a final dividend @ 26.5% (Rs.
2.65 per share) on the paid-up equity share capital of the
company.
11. The Company has fixed 14th August 2020 as record date for
the purpose of payment of final dividend. Final dividend, if
approved at the AGM shall be paid on or after 3rd October,
2020.
12. Members, who have not registered their NECS Mandate, are
requested to send their NECS Mandate request to the Registrar /
Investor Service Department of the Company or to their Depository
Participant. Members who have not registered their e-mail
addresses/ Bank details can update the same in following
manner:
NO
TIC
E O
F 44
th A
GM
-
20
For shareholders holding shares in Physical Mode
Please send a request letter with following details to the RTA
of the Company by post at M/s Alankit Assignments Limited, Alankit
House”, 4E/2, Jhandewalan Extension, New Delhi-110055 or through
email at [email protected] with following details/
documents:
For updating email ID For updating Bank account
1. Folio No.2. Name of Shareholder3. Copy of PAN and AADHAR
(Self
attested)
(Signature shall match with the specimen signature available
with the Company/RTA)
In addition to details required for updating email, following
details/documents are required :1. Bank Account details like Bank
Account
number, Name of the Bank & Branch, MICR Code/ IFSC Code,
2. Cancelled Cheque
For shareholders holding shares in Demat Mode
Shareholders can update email IDs, mobile numbers and Bank
Account details by contacting their respective Depository
Participants as per the process advised by them.
13. TDS on dividend
In terms of the provisions of the Income Tax Act, 1961 as
amended by the Finance Act, 2020, dividend paid or distributed by a
Company on or after 1st April, 2020 is taxable in the hands of the
Members. The Company is, therefore, required to deduct tax at
source at the time of payment of dividend to the Members.
Tax will be deducted at source (“TDS”) under Section 194 of the
Income tax Act, 1961 (read with Press Release dated May 13, 2020) @
7.5% on the amount of dividend payable unless exempt under any of
the provisions of the Act. However, in case of individuals, TDS
would not apply if the aggregate of total dividend distributed to
them by the Company during FY 2020-21 does not exceed ` 5,000/-.
The shareholders are requested to update their PAN with the
Company/RTA (in case of shares held in physical mode) and
depositories (in case of shares held in demat mode), if PAN is not
submitted, Tax at source will be deducted @ 20% as per provisions
of Section 206AA of the Income tax Act, 1961.
Tax at source will not be deducted where a member provides Form
15G (applicable to individual in case of dividend) / Form 15H
(applicable to an individual above the age of 60 years), provided
that the eligibility conditions are being met. Blank Form 15G and
15H can also be downloaded from the link to be given with the email
communication in this regard.
In accordance with the provisions of Section 197 of the Income
tax Act, 1961, tax will be deducted at a Lower/NIL rate as per the
certificate obtained from tax authority, subject to furnishing a
self-attested copy of the same. The certificate should be valid for
the FY 2020-21 and should cover the dividend income.
In order to provide exemption from withholding tax, the
following organisations must provide details as listed below :
i) Insurance Companies : A self-declaration that it has full
beneficial interest with respect to the shares owned along with
Self attested copy of PAN card and copy of registration certificate
issued by the IRDAI.
ii) Mutual Funds: A self-declaration that they are specified in
Section 10(23D) of the Income tax Act, 1961 along with self
attested copy of PAN card and registration certificate.
iii) Alternative Investment Fund (AIF) established in India : A
self-declaration that they are specified in Section 10 (23FBA) of
the Act and established as Category I or Category II AIF under the
SEBI regulations along with self-attested copy of PAN card and
registration certificate issued by SEBI.
For non-resident members, tax is required to be withheld in
accordance with the provisions of Section 195 of the Income tax
Act, 1961 at applicable rates in force. As per the relevant
provisions of the Income tax Act, 1961, the tax shall be withheld @
20% (plus applicable surcharge and cess) on the amount of dividend
payable. However, as per Section 90 of the Act, a non-resident
member has the option to be governed by the provisions of the
Double Tax Avoidance Agreement (“DTAA”) between India and the
country of tax residence of the member, if they are more beneficial
to the member subject to providing necessary documents i.e. PAN, if
any, allotted by the Indian income tax authorities, No Permanent
Establishment and Beneficial Ownership Declaration, Tax Residency
Certificate (valid on the date of declaration of dividend),
declaration in Form 10F, and any other document which may be
required to avail the tax treaty benefits by sending email to
[email protected].
The Company is not obligated to apply the beneficial DTAA rates
at the time of tax deduction / withholding on dividend amounts.
Application of beneficial DTAA rate shall depend upon the
completeness and satisfactory review by the Company, of the
documents submitted by non- resident member.
NO
TIC
E O
F 44
th A
GM
-
21
Notwithstanding the above, tax shall be deducted at source @ 20%
(plus applicable surcharge and cess) on dividend paid to Foreign
Institutional Investors and Foreign Portfolio Investors under
section 196D of the Income tax Act, 1961. Such rate shall not be
reduced on account of the application of the lower DTAA rate, if
any.
To enable us to determine the appropriate TDS / withholding tax
rate applicable, we request you to provide the above details and
documents not later than Sept 10, 2020.
Further, no claims shall lie against the Company for such taxes
deducted.
Kindly note that the aforementioned documents should be emailed
to [email protected].
INVESTOR EDUCATION AND PROTECTION FUND
14. Pursuant to the provisions of the Companies Act, 2013, the
Company has transferred the unpaid or unclaimed final dividend for
the financial year 2011-12 and interim dividend for the financial
year 2012-13, on or before due dates, to the Investor Education and
Protection Fund (IEPF) established by the Central Government.
Pursuant to the provisions of IEPF Rules & amendments thereto,
the Company has uploaded the details of unpaid and unclaimed
amounts lying with the Company as on the date of closure of
financial year i.e. March 31,2020 on the website of the Company
(www.ntpc.co.in) and also on the website of the Ministry of
Corporate Affairs (http://www.iepf.gov.in).
15. Attention of the members is drawn to the provisions of
Section 124(6) of the Act which require a company to transfer all
shares in respect of which dividend has not been paid or claimed
for 7 (seven) consecutive years or more, in the name of IEPF
Authority. In accordance with the aforesaid provision of the Act
read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, Company has
transferred shares to IEPF authority from time to time. Members are
advised to visit the web-link:
http://www.ntpc.co.in/en/Investors/miscellaneous-download to check
details of shares transferred to IEPF authority. The procedure for
claiming shares from IEPF account is also available on the website
of the Company.
16. Unclaimed final dividend for the financial year 2012-13 and
Interim dividend for the financial year 2013-14 will be due for
transfer to the Investor Education and Protection Fund of the
Central Government on or before 16th November, 2020 and 4th
April, 2021 respectively pursuant to the provisions of Section
124 of the Companies Act, 2013. Accordingly, corresponding shares
on which dividend has not been paid or claimed for seven
consecutive years shall also be liable to be transferred to the
account of IEPF.
WEBCASTING
17. In compliance with the provisions of Regulation 44(6) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015, the Company shall provide live webcast of proceedings of AGM
from 10.30 A.M. onwards on Thursday, 24th September, 2020 on the
website of the Company.
PROCEDURE FOR INSPECTION OF DOCUMENTS:
18. The Register of Directors and Key Managerial Personnel and
their shareholding maintained under Section 170 of the Income tax
Act, 1961, the Register of Contracts or Arrangements in which the
directors are interested, maintained under Section 189 of the Act
will be available electronically for inspection by the members
during the AGM. All documents referred to in the Notice will also
be available electronically for inspection without any fee by the
members from the date of circulation of this Notice and up to the
date of AGM. Members seeking to inspect such documents can send an
email to [email protected].
OTHER INFORMATION:
19. Members holding shares in multiple folios in physical mode
are requested to apply for consolidation to the Company or its
Registrar & Transfer Agent (RTA) along with relevant Share
Certificates.
20. SEBI, vide notification dated 8th June, 2018 has mandated
that after 4th December, 2018, except in case of transposition and
transmission of shares, requests for effecting transfer of
securities shall not be processed unless the securities are held in
the dematerialized form with a depository. Accordingly,
Shareholders holding shares in physical form, are advised to
dematerialize their shares.
21. Members, holding shares in physical form, may avail the
facility of nomination in terms of Section 72 of the Companies Act,
2013 by nominating in the Form-SH 13 as prescribed in the Companies
(Share Capital & Debentures) Rule, 2014, any person to whom
their shares in the Company shall vest on occurrence of event
stated in the Form. Persons holding shares in physical form may
send Form-SH 13 in duplicate to RTA of the Company. In case of
shares held in dematerialized form, the nomination has to be lodged
with the respective DP.
22. The Securities and Exchange Board of India (SEBI) has
mandated the submission of Permanent Account Number (PAN) by every
participant in securities market. Members are, therefore, requested
to update their PAN with their DP/ RTA of the Company.
23. Annual listing fee for the year 2020-21 has been paid to all
Stock Exchanges wherein shares of the Company are listed. Also, the
Annual Custodian Fee for the year 2020-21 was paid to both
Depositories i.e. Central Depository Services (India) Limited and
National Securities Depository Limited.
NO
TIC
E O
F 44
th A
GM
-
22
24. Since the AGM will be held through VC/OAVM, the route map of
the venue of the Meeting is not annexed hereto.
INSTRUCTIONS FOR JOINING MEETING, REMOTE e-VOTING AND E-VOTING
DURING AGM:
25. The Members can join the AGM in the VC/OAVM mode 15 minutes
before and after the scheduled time of the commencement of the
Meeting by following the procedure mentioned below in the Notice.
The facility of participation at the AGM through VC/OAVM will be
made available to at least 1000 members on first come first serve
basis. This will not include large Shareholders (Shareholders
holding 2% or more shareholding), Promoters, Institutional
Investors, Directors, Key Managerial Personnel, the Chairpersons of
the Audit Committee, Nomination and Remuneration Committee
including PRP and Stakeholders Relationship Committee, Auditors
etc. who are allowed to attend the AGM without restriction on
account of first come first serve basis.
26. The attendance of the Members attending the AGM through
VC/OAVM will be counted for the purpose of ascertaining the quorum
under Section 103 of the Companies Act, 2013.
27. Pursuant to the provisions of Section 108 of the Companies
Act, 2013 read with Rule 20 of the Companies (Management and
Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI
Listing Regulations (as amended), and MCA Circulars the Company is
providing facility of remote e-voting to its Members in respect of
the business to be transacted at the AGM. For this purpose, the
Company has entered into an agreement with Central Depository
Services (India) Limited (CDSL) for facilitating voting through
electronic means, as the authorized e-Voting’s agency. The facility
of casting votes by a member using remote e-voting as well as the
e-voting system on the date of the AGM will be provided by
CDSL.
28. The Company has appointed Mr. Ranjeet Pandey of M/s Ranjeet
Pandey & Associates, Practicing Company Secretaries, to act as
the Scrutinizer for conducting the voting and remote e-voting
process in a fair and transparent manner.
THE INSTRUCTIONS FOR SHAREHOLDERS FOR REMOTE E-VOTING ARE AS
UNDER:
(i) Members of the Company, holding shares either in physical
form or in electronic form, as on the cut-off date i.e. Thursday,
17th September 2020, may cast their vote. The remote e-Voting
period commences on Monday, 21st September 2020 at 9:00 A.M. (IST)
and ends on Wednesday, 23rd September 2020, at 5:00 P.M. (IST). The
remote e-Voting module shall be disabled for voting thereafter.
Once the vote on a resolution is cast by the Member, the Member
shall not be allowed to change it subsequently.
(ii) Shareholders who have already voted prior to the meeting
date would not be entitled to vote at the meeting.
(iii) The shareholders should log on to the e-voting website
www.evotingindia.com.
(iv) Click on “Shareholders” module.
(v) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client
ID,
c. Shareholders holding shares in Physical Form should enter
Folio Number registered with the Company.
OR
Alternatively, if you are registered for CDSL’s EASI/EASIEST
e-services, you can log-in at https://www.cdslindia.com from Login
- Myeasi using your login credentials. Once you successfully log-in
to CDSL’s EASI/EASIEST e-services, click on e-Voting option and
proceed directly to cast your vote electronically.
(vi) Next enter the Image Verification as displayed and Click on
Login.
(vii) If you are holding shares in demat form and had logged on
to www.evotingindia.com and voted on an earlier e-voting of any
company, then your existing password is to be used.
(viii) If you are a first time user follow the steps given
below:
For Shareholders holding shares in Demat Form and Physical
Form
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax
Department (Applicable for both demat shareholders as well as
physical shareholders)• Shareholders who have not updated their PAN
with the Company/Depository Participant
are requested to use the sequence number sent by Company/RTA or
contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy
format) as recorded in your demat account or in the company records
in order to login.• If both the details are not recorded with the
depository or company please enter the member
id / folio number in the Dividend Bank details field as
mentioned in instruction (v).
NO
TIC
E O
F 44
th A
GM
-
23
(ix) After entering these details appropriately, click on
“SUBMIT” tab.
(x) Shareholders holding shares in physical form will then
directly reach the Company selection screen. However, shareholders
holding shares in demat form will now reach ‘Password Creation’
menu wherein they are required to mandatorily enter their login
password in the new password field. Kindly note that this password
is to be also used by the demat holders for voting for resolutions
of any other company on which they are eligible to vote, provided
that company opts for e-voting through CDSL platform. It is
strongly recommended not to share your password with any other
person and take utmost care to keep your password confidential.
(xi) For shareholders holding shares in physical form, the
details can be used only for e-voting on the resolutions contained
in this Notice.
(xii) Click on the EVSN for NTPC Limited on which you choose to
vote.
(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION”
and against the same the option “YES/NO” for voting. Select the
option YES or NO as desired. The option YES implies that you assent
to the Resolution and option NO implies that you dissent to the
Resolution.
(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view
the entire Resolution details.
(xv) After selecting the resolution you have decided to vote on,
click on “SUBMIT”. A confirmation box will be displayed. If you
wish to confirm your vote, click on “OK”, else to change your vote,
click on “CANCEL” and accordingly modify your vote.
(xvi) Once you “CONFIRM” your vote on the resolution, you will
not be allowed to modify your vote.
(xvii)You can also take a print of the votes cast by clicking on
“Click here to print” option on the Voting page.
(xviii)If a demat account holder has forgotten the login
password then Enter the User ID and the image verification code and
click on Forgot Password & enter the details as prompted by the
system.
(xix) Shareholders can also cast their vote using CDSL’s mobile
app “m-Voting”. The m-Voting app can be downloaded from app Store.
Please follow the instructions as prompted by the mobile app while
Remote Voting on your mobile.
(xx) Note for Non – Individual Shareholders and Custodians
• Non-Individual shareholders (i.e. other than Individuals, HUF,
NRI etc.) and Custodians are required to log on to
www.evotingindia.com and register themselves in the “Corporates”
module.
• A scanned copy of the Registration Form bearing the stamp and
sign of the entity should be emailed to
[email protected].
• After receiving the login details a Compliance User should be
created using the admin login and password. The Compliance User
would be able to link the account(s) for which they wish to vote
on.
• The list of accounts linked in the login should be mailed to
[email protected] and on approval of the accounts they
would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney
(POA) which they have issued in favour of the Custodian, if any,
should be uploaded in PDF format in the system for the scrutinizer
to verify the same.
• Alternatively Non Individual shareholders are required to send
the relevant Board Resolution/ Authority letter etc. together with
attested specimen signature of the duly authorized signatory who
are authorized to vote, to the Scrutinizer at email ID
[email protected] and to the Company at the email address viz;
[email protected] (designated email address by company), if they
have voted from individual tab & not uploaded same in the CDSL
e-voting system for the scrutinizer to verify the same.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT
REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS
FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:
1. For Physical shareholders- please provide necessary details
like Folio No., Name of shareholder, PAN (self attested scanned
copy of PAN card) and AADHAR (self attested scanned copy of Aadhar
Card) by email to Company/RTA email id.
NO
TIC
E O
F 44
th A
GM
-
24
2. For Demat shareholders -, please provide Demat account
details (CDSL-16 digit beneficiary ID or
NSDL-16 digit DPID + CLID), Name, client master or copy of
Consolidated Account statement, PAN (self-attested scanned copy of
PAN card), AADHAR (self- attested scanned copy of Aadhar Card) to
Company/RTA email id.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM
ARE AS UNDER:
1. Shareholder will be provided with a facility to attend the
AGM through VC/OAVM through the CDSL e-Voting system. Sharehold