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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: ntpccc@ntpc.co.in

Web site: www.ntpc.co.in

CIN: L40101DL1975GOI

registrar & share transfer Agent for equity shares

M/s Alankit Assignments Limited,

Alankit Heights, 1E/13, Jhandewalan Extension,

New Delhi-110 055

Contact Person: Shri Mahesh Pandey &

Shri Surinder Sharma

Tel No.: 011-

Fax No.: 011-

Email: alankit_ntpc@alankit.com

depositories

National Securities Depository Limited

Central Depository Services (India) Limited

referenCe informAtion

shares listed at

National Stock Exchange of India Limited

BSE Limited

subsidiaries

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.

(previously Nabinagar Power Generating Company

Private Ltd.)

Company secretary

Ms. Nandini Sarkar

Auditors

1. M/s T R Chadha & Co LLP

2. M/s S N Dhawan & Co LLP

3. M/s Sagar & Associates

4. M/s Kalani & Co.

5. M/s P.A. & Associates

6. M/s S.K. Kapoor & Co.

7. M/s B M Chatrath & Co LLP

referen

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inform

Ation

Bankers

• Letter to Shareholders ................................................................... 07
• Notice of AGM ............................................................................... 09
• Station-wise Generation ................................................................ 19
• Selected Financial Information ..................................................... 21
• Directors’ Profile ............................................................................ 22
• Senior Management Team ............................................................ 29
• Directors’ Report ........................................................................... 30
• Management Discussion and Analysis ......................................... 62
• Report on Corporate Governance .............................................. 88
• Corporate Social Responsibility Report ...................................... 133
• Business Responsibility Report .................................................... 138
• Standalone Financial Statements (SFS) ....................................... 158
• Independent Auditors’ Report on Standalone Financial Statements .................................................................... 279
• Comments of the Comptroller and Auditor General of India on SFS ........................................................................................... 292
• Employee Cost Summary ............................................................. 293
• Revenue Expenditure on Social Overheads .............................. 294
• Consolidated Financial Statements (CFS) ................................... 295
• Independent Auditors’ Report on Consolidated Financial Statements..................................................................................... 447
• Comments of the Comptroller and Auditor General of India on CFS ........................................................................................... 457

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 : 21 st^ August, 2019

time : 10:30 A.m.

venue : manekshaw Center, parade road,

new delhi – 110 010

Contents

particulars 2018-19 2017- Gross Generation Million Units 274454 265798 Commercial Generation " 273540 265003 Energy sent out " 255715 247905 Sale of Energy (including Electricity duty)* Rs. Crore 89316 81113 Profit before tax " 12673 12339 Profit for the year " 11750 10343 Dividend " 4923 4040 Dividend tax " 1000 816 Retained Profit " 5827 5486 Total Fixed Assets " 216827 198835 Net Worth " 107408 101778 Borrowings " 127430 115104 Capital Employed " 131354 119711 Net Cash From Operations " 16030 19248 Value Added " 33571 31164 No. of Employees Number 18359 19739 Value added per employee Rs. Crore 1.83 1. Debt to Equity Ratio 1.19 1. Debt Service Coverage Ratio (DSCR) Times 2.21 2. Interest Service Coverage Ratio (ISCR) Times 5.26 5. Return on Capital Employed % 12.51 11. Face Value Per share Rs. 10.00 10. Dividend Per Share** " 5.97 4. Book Value Per Share " 108.55 102. Earnings Per Share " 11.88 10.

the yeAr At A glAnCe

• Including Sale of Energy through trading. ** Bonus Shares issued in March 2019 in the proportion of 1 equity share for every 5 existing equity shares

Commercial Capacity & energy sent out profit for the year

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Tireless efforts are underway for maximizing profitability. Steps have been taken for eliminating under recovery by ensuring fuel availability and controlling equipment forced outage. The availability of coal Stations has increased significantly in Q1 FY20. With robust all round performance, your Company is expected to retain the “Excellent” rating for the MoU signed with Government of India again. reduction of water consumption, increasing ash utilization and environmental protection are the top most priorities of your Company. Rain Water Harvesting policy has been put in place. Significant steps are being taken for reducing water consumption. Specific water consumption has been reduced by 1.3% (3.02 l/kWh) when compared to FY18. Implementation of Zero Liquid Discharge (ZLD) scheme has been completed at ten Stations. Implementation of higher CoC across all Stations is being done to reduce fresh water intake. Besides these, Air Cooled Condenser is being implemented at new projects. To address the issue of ash utilization, your Company had conducted ‘Grand Ash Challenge’ to invite innovative ideas on pan India basis for ‘Productive ash utilization’. Five best ideas were selected for implementation. This initiative will not only benefit the company but the country at large. Your Company has also tied up with Indian Railways for setting up of fly ash depots. To meet the Flexibilization requirement with increased penetration of renewables in to the grid, pilot testing has been started at one of the Stations and a road map has been prepared for retrofitting of the Units for enhancing Flexibilization characteristics. To maximize the geo-strategic reach, your Company is actively looking at business opportunities overseas. First international office has been opened at Myanmar. Construction activities of a Coal based project at Bangladesh are under progress. Further, the company is actively looking at Middle East and African continent for business opportunities. Setting up of electric charging infrastructure has been started in NCR and will be operationalized soon. The company is actively pursuing with various States for providing complete e-mobility solutions. Your company’s Sustainability Report for FY18 has been assured by Deloitte with Type-II, High Level category. This is the highest level of assurance in accordance with Global Reporting Initiative (GRI), conforming to AA1000AS (2008) Standard. NTPC is one of the three organizations and first PSU in India to have such highest level of assurance. Your Company had won the most coveted Frost & Sullivan and TERI Sustainability 4.0 Award 2019 for best sustainability practices. Improving its position significantly, your Company is Ranked 14 th^ in Best Companies to Work for-2019, first among PSUs. Your company is putting continued thrust on employee capability improvement. To bridge the skill gap, leadership programmes for senior management has been conducted at Harvard and Wharton. To inculcate leadership skills and business acumen in middle level management - Young leaders programme has been started. NTPC was facilitated by the most coveted ATD BEST award in training domain, consecutively three times in a row from ATD, USA. Corporate Social Responsibility has been the prime focus of your Company. With the success of Girl Empowerment Mission (GEM) launched in FY18, the programmes has been started at 23 locations in FY19, covering 1900 school girls and inputs are given on academics, health, hygiene, self-defense, yoga and personality development. To address the problem of municipal waste, a 24 TPD pilot scale Waste to Energy (WtE) Plant has been commissioned at Varanasi. This is the 1 st^ Waste to Energy Plant owned by NTPC. Many such proposals are on the cards along with large scale Waste to Energy plants. On behalf of NTPC family, I assure you that your Company will continue to put tireless efforts and commitment to fulfill your expectations. With the unmatched knowledge pool and skill of Team NTPC, I once again assure you that each employee of the company will work as a “Power Soldier” for improving the performance in the years to come. With best wishes,

Yours sincerely,

(Gurdeep Singh) Chairman & Managing Director

letter

to

sh

Areholders

ntpC limited CIN: L40101DL1975GOI Regd. Office: NTPC Bhawan, SCOPE Complex, 7, Institutional Area, Lodi Road, New Delhi-110 003 Tel. no.: 011-24360959 Fax: 011- Email: csntpc@ntpc.co.in Website: www.ntpc.co.in notiCe NOTICE is hereby given that the 43 rd^ Annual general meeting of the Members of ntpC limited will be held on wednesday, 21 st^ August , 2019 at 10.30 A.m.at manekshaw Centre, parade road, new delhi – 110 010 to transact the following businesses: ordinAry Business:

1. To consider and adopt: (a) the Audited Standalone Financial Statement of the Company for the financial year ended 31 st^ March 2019, the reports of the Board of Directors and Auditors thereon; and (b) the Audited Consolidated Financial Statement of the Company for the financial year ended 31 st^ March 2019 and the report of the Auditors thereon.
2. To confirm payment of interim dividend and declare final dividend for the year 2018-19.
3. To appoint a Director in place of Shri Anand Kumar Gupta, Director (Commercial) (DIN: 07269906), who retires by rotation and being eligible, offers himself for re-appointment.
4. To fix the remuneration of the Statutory Auditors for the year 2019-20. speCiAl Business:
5. To appoint Shri Anurag Agarwal (DIN: 01360908), as Government Nominee Director on the Board 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 Anurag Agarwal (DIN: 01360908), who was appointed as Government Nominee Director, by the President of India vide Ministry of Power letter No. 20/08/2016-Coord (Pt-V) dated 7 th^ June, 2019 and subsequently appointed as an Additional Director by the Board of Directors with effect from 1 st^ July 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 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 re-appoint Dr. Gauri Trivedi (DIN: 06502788), as Independent Director 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 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, Rules made thereunder, Dr. Gauri Trivedi (DIN: 06502788), who was re-appointed as Independent Director, by the President of India vide letter no. 20/06/2017-Coord dated 22 nd^ November, 2018 issued by the Ministry of Power for a period of one year from the date of completion of existing tenure i.e. 15 th^ November 2018 or until further orders whichever is earlier and subsequently appointed as an Additional Director by the Board of Directors with effect from 16 th^ November 2018, subject to approval of shareholders, be and is hereby re-appointed as Independent Director of the Company on terms & conditions as may be fixed by the Government of India.
7. To Increase borrowing limit of the Company from Rs. 1,50,000 Crore to Rs. 2,00,000 Crore and in this regard to consider and if thought fit, to pass the following resolution as a special resolution: Resolved that in supersession of the resolution approved by shareholders through postal ballot on 5 th^ September, 2014, consent of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee thereof constituted for this purpose) under Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof) and applicable laws, rules and regulations, guidelines etc., if any, to borrow money for the purposes of the business of the Company as may be required from time to time either in foreign currency and / or in Indian rupees, as may be deemed necessary, on such terms and conditions and with or without security as the Board may think fit, which together with the monies already borrowed by the Company (apart from the temporary loans obtained from the bankers of the Company in the ordinary course of business) at any time shall not exceed in the aggregate Rs.2,00,000 Crore (Rupees Two Lakh Crore only) irrespective of the fact that such aggregate amount of borrowings outstanding at any one time may exceed the aggregate, for the time being, of the paid-up capital, securities premium and free reserves of the Company. noti

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notes: -

1. 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.
2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself/ herself and the proxy need not be a member of the company. in order to be effective, the proxy form duly completed should be deposited at the registered office of the company not less than forty-eight hours before the scheduled time of the Annual general meeting. Blank proxy form is enclosed. pursuant to the provisions of section 105 of the Companies Act, 2013, a person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the company carrying voting rights. A member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. proxies submitted on behalf of limited companies, societies, etc. must be supported by an appropriate resolution / authority, as applicable.
3. Every member entitled to vote at a meeting of the company or on any resolution to be moved thereat, shall be entitled during the period beginning twenty-four hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged, at any time during the business hours of the company, provided not less than three days’ notice in writing of the intention to inspect is given to the company.
4. Corporate Members intending to send their authorized representatives to attend the Meeting are requested to send a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.
5. Brief resume of the Directors seeking appointment or re-appointment at Annual General Meeting (AGM), as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, is annexed hereto and forms part of the Notice.
6. Members are requested to: - i. note that copies of Annual Report will not be distributed at the Annual General Meeting. ii. bring their copies of Annual Report, Notice and Attendance Slip duly completed and signed at the meeting. iii. note that the attendance slip/ proxy form should be signed as per the specimen signature registered with the Alankit Assignments Limited, Registrar & Transfer Agent (RTA)/ Depository Participant (DP). iv. deliver duly completed and signed Attendance Slip at the entrance of the meeting venue, as entry to the Hall will be strictly on the basis of the entry slip available at the counters at the venue to be exchanged with the attendance slip. v. note that in case of joint holders attending the meeting, only such joint holder whose name is higher in the register of member will be entitled to vote. vi. quote their Folio / Client ID & DP ID Nos. in all correspondence. vii. note that due to strict security reasons mobile phones, briefcases, eatables and other belongings will not be allowed inside the Hall. viii. note that no gifts/coupons will be distributed at the Annual General Meeting.
7. The Board of Directors, in its meeting held on January 30, 2019, had declared an interim dividend @ 35.80% (Rs. 3.58 per share) on the paid-up equity share capital of the company which was paid on February 14, 2019. Members who have not encashed or not received their dividend warrants may approach RTA of the Company for revalidating the warrants or for obtaining duplicate warrants. The Board of Directors, in its Meeting held on May 25, 2019, has recommended a final dividend @ 25.00% (Rs. 2.50 per share) on the paid-up equity share capital of the company.
8. The Register of Members and Share Transfer Books of the Company will remain closed from August 15, 2019 to August 21, 2019 (both days inclusive). The final dividend on equity shares, as recommended by the Board of Directors, subject to the provisions of Section 91 of the Companies Act, 2013, if declared at the Annual General Meeting, will be paid on September 3, 2019 to the Members whose names appear on the Company’s Register of Members in respect of physical shares on August 21, 2019. In respect of dematerialized shares, the dividend will be payable to the “beneficial owners” of the shares whose names appear in the Statement of Beneficial Ownership furnished by National Securities Depository Limited and Central Depository Services (India) Limited as at the close of business hours on August 14, 2019.
9. Pursuant to the provisions of the Companies Act, 2013, the Company has transferred the unpaid or unclaimed final dividend for the financial year 2010-11 and interim dividend for the financial year 2011-12, on or before due dates, to the

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Investor Education and Protection Fund (IEPF) established by the Central Government. Pursuant to the provisions of IEPF Rules, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 20, 2018 (date of last Annual General Meeting) 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).

10. Attention of the members is drawn to the provisions of Section 124(6) of the Act which require a company to transfer in the name of IEPF Authority, all shares in respect of which dividend has not been paid or claimed for 7 (seven) consecutive years or more. 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, the Company has taken appropriate action for transferring the shares to the Demat Account opened by the IEPF Authority. Members are advised to visit the web-link: https://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.
11. Unclaimed final dividend for the financial year 2011-12 and Interim dividend for the financial year 2012-13 will be due for transfer to the Investor Education and Protection Fund of the Central Government on or before 16 th^ November, 2019 and 1 st^ May, 2020 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 7 (seven) consecutive years shall also be liable to be transferred to the account of IEPF.
12. Members, who have not registered their NECS Mandate, are requested to send their NECS Mandate Form to the RTA / Investor Service Department of the Company or to their DP, as the case may be. For any change in bank particulars due to bank had migrated their operations to core banking solutions, Members are requested to register a fresh NECS Mandate with the revised bank particulars.
13. 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.
14. seBi has notified the seBi (listing obligations and disclosure requirements) (fourth Amendment) regulations, 2018 on June 8, 2018 to permit transfer of listed securities only in the dematerialized form with a depository. in view of the above, shareholders holding shares in physical form, are advised to dematerialize their shares.
15. 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.
16. Members are requested to notify immediately any change of address: i. to their DP in respect of shares held in dematerialized form, and ii. to the Company at its Registered Office or to its RTA in respect of their physical shares, if any, quoting their folio number.
17. Members desirous of getting any information on any items of business proposed to be transacted at this Meeting are requested to address their queries to Company Secretary of the Company at the registered office of the company at least ten days prior to the date of the meeting, so that the information required can be made readily available at the meeting.
18. Annual listing fee for the year 2019-20 has been paid to all Stock Exchanges wherein shares of the Company are listed. Also, the Annual Custodian Fee for the year 2019-20 was paid to both Depositories i.e. Central Depository Services (India) Limited and National Securities Depository Limited.
19. 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 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 42 nd^ Annual General Meeting held on September 20, 2018, had authorized the Board of Directors to fix the remuneration of Statutory Auditors for the financial year 2018-19. Accordingly, the Board of Directors has fixed audit fee of Rs. 1,77,10,000/- (Rupees One Crore Seventy Seven Lakh Ten Thousand only) for the Statutory Auditors for the financial year 2018-19 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 2019-20 are yet to be 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 2019-20.
20. None of the Directors of the Company is in any way related with each other.
21. All documents referred to in the accompanying notice are open for inspection at the registered office of the Company on noti

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Annexure to notice of Agm

eXplAnAtory stAtement

item no. 5 Shri Anurag Agarwal (DIN: 01360908), was appointed as Government Nominee Director of the Company by the President of India vide letter No. 20/08/2016-Coord. (Pt-V) dated 7 th^ June 2019 and was accordingly appointed as Additional Director w.e.f. 1 st^ July 2019, to hold office up to this Annual General Meeting. Shri Anurag Agarwal, if appointed, shall not be liable to retire by rotation. His brief resume, inter-alia, giving nature of expertise in specific functional area, shareholding in the Company, other Directorship, Membership/ Chairmanship of Committees and other particulars are enclosed with this notice. None of the Directors, Key Managerial Personnel of the Company or their relatives except Shri Anurag Agarwal, is in any way, concerned or interested, financially or otherwise, in the resolution. The Board recommends the resolution for your approval. item no. 6 In pursuance of Article 40/41 of the Articles of Association of NTPC Ltd., Ministry of Power acting on behalf of the President of India had appointed Dr. Gauri Trivedi (DIN: 06502788) as Non-Official part-time Director i.e. Independent Director of the Company vide letter No.08/06/2013-Th-I dated 16 th^ November, 2015 for a period of three years. Her tenure of appointment was completed on 15 th^ November, 2018. Subsequently, President of India vide Ministry of Power, letter no. 20/6/2017-Coord dated 22 nd^ November, 2018, re-appointed Dr. Gauri Trivedi as Non-official Independent Director on the Board of NTPC for a period of one year w.e.f. the date of completion of her existing tenure, or until further orders, whichever is earlier. Accordingly, Dr. Gauri Trivedi was appointed as Additional Director w.e.f. 16 th^ November 2018 subject to approval of shareholders in General Meeting as per the provisions of Section 149(10) of the Companies Act, 2013. Appointment of Dr. Gauri Trivedi was also recommended by the Nomination & Remuneration Committee of the Board. Her brief resume, inter-alia, giving nature of expertise in specific functional area, shareholding in the Company, other Directorship, Membership/ Chairperson of Committees and other particulars are provided elsewhere, which forms part of this notice. Dr. Gauri Trivedi has wide experience in the area of Public Administration, Academics and Management. Her association would be of immense benefit to the Company. Accordingly, it is proposed to appoint Dr.Gauri Trivedi as an Independent Director. Dr. Gauri Trivedi has given a declaration to the effect that she meets the criteria of Independence as prescribed under Section 149 of the Companies Act, 2013, read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. None of the Directors or Key Managerial Personnel of the Company or their relatives except Dr. Gauri Trivedi, is in any way, concerned or interested, financially or otherwise, in the special resolution. The Board recommends the resolution for your approval. item no. 7 NTPC is India’s largest energy conglomerate and a Maharatna Company having presence in the entire value chain of the power generation business. NTPC is primarily engaged in the business of generation of electricity from thermal, hydro or Renewable energy sources. The Company has installed capacity of 55,126 MW (including generation from subsidiaries & joint ventures) as on 31 st^ March

2019. To strengthen its core business, the Company has diversified into the fields of Coal Mining, Consultancy, Ash utilization etc. The Company is in rapid capacity addition mode. The projects, except renewable energy projects, of the Company are to be financed by debt & equity in the ratio of 70:30. Renewable Energy Projects are financed by debt & equity in the ratio of 80:20. The main constituents of the Company’s borrowings are generally in the form of bonds/ debentures, rupee term loans from banks and financial institutions, foreign currency borrowings, foreign currency bonds etc. As per the requirements of Section 180(1)(c) of the Companies Act, 2013, the shareholders of the Company by a special resolution passed through Postal ballot on 5 th^ September, 2014 had authorized Board of Directors to borrow upto Rs. 1,50, Crore i.e. in excess of paid up share capital and free reserves. Keeping in view of fund requirements of the Company due to capacity addition programme, the limit of Rs. 1,50,000 Crore is required to be increased. As per estimates, on the basis of capital outlay envisaged, the proposed debt requirement of both ongoing projects and new projects upto 2022 will be approx. Rs. 2,00,000 Crore, which will exceed paid up share capital, free reserves and securities premium of the Company. In view of the above, approval of the Shareholders of the Company is being sought by way of Special Resolution(s), for authorizing the Board of Directors to borrow money from time to time , exceeding the paid up share capital of the Company, its free reserves and noti

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share premium provided that total amount so borrowed (apart from the temporary loans obtained from the bankers of the Company in the ordinary course of business) shall not at any time exceed Rs. 2,00,000 Crore.

The Board of Directors of the Company, in its 471 st^ Meeting held on 3 rd^ May, 2019, had approved the above proposal and recommended the proposal for approval of shareholders. The Directors or Key Managerial Personnel or their relatives do not have any concern or interest, financial or otherwise, in passing of the said Special Resolution, except to the extent of their shareholding in the Company.

item no. 8

In terms of the provisions of Section 180(1) (a) of the Companies Act, 2013, a Company cannot sell, lease or otherwise dispose off the whole or substantially the whole of the undertaking or undertakings of the Company without the consent of the Shareholders of the Company by way of a Special Resolution.

As the Company is under a rapid capacity expansion mode, large portion of capital expenditure requirement of the Company has to be funded by debt. The raising of funds through debt usually requires creation of security on the immovable/movable properties, present or future, of the Company in favour of lenders. As creation of charge / mortgage tantamount to otherwise disposing off the undertakings of the Company, it shall be necessary to pass a Special Resolution under Section 180(1)(a) of the Companies Act, 2013.

The Board of Directors of the Company, in its 471 st^ Meeting held on 3 rd^ May, 2019, had approved the above proposal and recommended the proposal for approval of shareholders. The Directors or Key Managerial Personnel or their relatives do not have any concern or interest, financial or otherwise, in passing of the said Special Resolution, except to the extent of their shareholding in the Company.

item no. 9

Based on recommendation of Audit Committee, appointment of Cost Auditors for the Financial year 2019-20 was decided by the Board of Directors on the outcomes of Expression of Interest (EOI). Total fee of Rs.37,21,250/- (Rupees thirty seven lacs twenty one thousand two hundred fifty only) excluding statutory levies, is payable for cost audit for the Financial year 2019-20 as approved by the Board of Directors in its meeting held on 1 st^ July, 2019. The fee structure for cost audit is broadly based on station capacity and number of stations.

As per Rule 14 of Companies (Audit and Auditors) Rules, 2014 read with section 148(3) of the Companies Act, 2013, the remuneration as recommended by the Audit Committee shall be considered and approved by the Board of Directors and ratified subsequently by the shareholders.

Accordingly, members are requested to ratify the remuneration payable to the Cost Auditors for the financial year 2019-20.

The Board of Directors of the Company, in its 473 rd^ Meeting held on 1st^ July, 2019, had approved the above proposal and recommended the proposal for ratification by the Shareholders.

The Directors or Key Managerial Personnel or their relatives do not have any concern or interest, financial or otherwise, in passing of the said Special Resolution, except to the extent of their shareholding in the Company.

item no. 10 The Company is the largest power producer in India with installed capacity of 55,126 MW (including generation from subsidiaries & joint ventures) as on 31 st^ March, 2019. The projects of the Company (except Renewable Energy Projects) are to be financed by debt & equity in the ratio of 70:30. Renewable Energy Projects are to be financed by debt & equity in the ratio of 80:20. As the Company is under a rapid capacity expansion mode, major portion of capital expenditure requirement of the Company has to be funded by debt. The Company borrows in the form of non-convertible bonds/debentures, rupee term loans from banks and financial institutions, foreign currency borrowings, foreign currency bonds etc. The non-convertible bonds/debentures are raised by the Company under public issue route or through private placement basis.

In addition to capital expenditure requirement as explained above, Company also needs to borrow for meeting its working capital requirement and other general corporate purpose which is partly proposed to be met through issuance of non-convertible bonds. The provisions of Section 42 of Companies Act, 2013 read with Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 require the Company to seek a Special Resolution from its shareholders for raising the NCDs on private placement basis. However, in case of offer or invitation for “non-convertible debentures”, it shall be sufficient, if the Company passes a previous Special Resolution only once in a year for all the offers or invitations for such debentures during the year.

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Brief resume of director seeking appointment/reappointment:

name shri A.K. gupta shri Anurag Agarwal dr. gauri trivedi date of Birth & Age (^) 15/07/ 59 Years 11/03/1966 53 Years 18/05/1960 59 Years date of Appointment 03/02/2017 01/07/2019 16/11/ Qualifications Graduate in Electrical Engineering B.Tech (Mechanical), IIT Kanpur M.A. Delhi, (Political M. Phil (Soviet Science) Studies), from JNU, JNU, Delhi, from InstituteDoctorate of Socialin Philosophy & Economic Change, of Development Bangalore Studies, and Institute Mysore and Management PGPPM from (IIM), Indian Bangalore. Institute of expertise in specific functional area

Shri (Commercial) A.K. Gupta w.e.f. was appointed 3 rd (^) February, as Director 2017. Before during (^) hisjoining career (^) ofas overDirector 38 years, (Commercial) he headed various Business departmentsDevelopment including and Engineering. Commercial, He made of international major contributions business for in NTPC, development evolving commercial scenario, development strategies for of changingnew projects business and improving plant operations.

Shri Administrative Anurag Agarwal Service is Officeran Indian of Punjab presently Cadre working (1990 asBatch). Additional He is Secreatry Ministry of (^) Power.& Financial Advisor,

Dr. Gauri Trivedi had held number of administrative posts in Karnataka. She had also been General Manager (Handloom & Handicrafts Export Corporation), Director of Tea Promotion (WANA), Managing Director (HESCOM), a power distribution company, Managing Director (Karnataka State Food & Civil Supplies Corporation), Secretary to Government, Revenue Department, Govt. of Karnataka and Secretary to the Governor of Karnataka. She had been guest faculty in a number of reputed institutes teaching governance, public policy, rural planning and management. dother companiesirectorship held in 1. NTPC GE Power Services (P) Ltd.- Part – Time Chairman

2. PTC India Limited- Part – Time Nominee Director (Listed) 3.Nabinagar Power Generating Co. Ltd.-Part Time Chairman 4.Bhartiya Rail Bijlee Company Ltd.-Part Time Chairman
3. Trincomalee Power Co. Ltd.-Part Time Director (Foreign Company)

Power Grid Corporation of India Limited - Govt. Nominee Director (Listed)

1.2. SintexDenis ChemPlastic Lab Limited Limited (Listed) (Listed) 3.4.Energy Adani PowerEfficiency Limited Services (Listed) Limited (Listed)5.Sintex-BAPL Limited 6.Udupi Power Corporation Limited

memberships/ Chairmanship of Committees across all public Companies*

NIL NIL Audit Committee:

1. NTPC Limited – Chairperson stakeholders’ relationship Committee:
2. Energy Efficiency Services Limited- Member no. of shares held in ntpC limited as on 31.03.

7224 NIL NIL

Attendance in Board meetings during fy 2018-

No. of Meetings during FY 2018-19= 12 No. of Meetings attended = 12

N.A. No. FY 2018-19 of Meetings =12 during No. of Meetings attended = 8

*In line with Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, membership of the Audit Committee and Stakeholders’ Relationship Committee have only been taken into consideration.

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