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: ntpccc@ntpc.co.in 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: ntpccc@ntpc.co.in 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    

   

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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

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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: 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: 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 (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.

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• 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”)

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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- sustainability@ntpc.co.in

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

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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

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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

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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.

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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.

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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

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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: csntpc@ntpc.co.in 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.

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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:

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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.

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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.

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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.”

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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.

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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:

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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 alankit_ntpc@alankit.com 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 tdsdiv@ntpc.co.in.

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.

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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 tdsdiv@ntpc.co.in.

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 agm2020@ntpc.co.in.

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.

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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).

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(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 helpdesk.evoting@cdslindia.com.

• 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 helpdesk.evoting@cdslindia.com 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 rpa@rpalegal.com and to the Company at the email address viz; agm2020@ntpc.co.in (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.

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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