ntpc ltd share price Directors report

Dear Members

Your Directors are pleased to present the 47th Integrated Annual Report prepared as per the IIRG framework and in accordance with GRI standards 2021 on the business and operation of your Company along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31st March 2023, and the Auditors report along with the comments on the financial statements by the Comptroller and Auditor General (CAG) of India.

Your Company continued to achieve success in the ffinancial year 2022-23 driven by a strong commitment to value creation and the energy transition. Mentioned below are the brief highlights of your Companys outstanding performance, highlighting the notable accomplishments attained during the reporting year.

i. During the Financial Year 2022-23, the total income of your group Company stands at Rs. 177,977 crore as against Rs.134,994 crore in previous year, resulting in an increase of 31.84%.

ii. During the Financial Year 2022-23, your Company achieved 110% of its capex target (133% at group level) and realized more than 100% of the billed amount, resulting in realization of Rs. 154,356 crore. In addition to this, your Company trade receivables were Rs. 15,964 crore (excluding unbilled revenue).

iii. During the Financial year, your Company registered a growth of 10.95% and 10.68 % for NTPC standalone and NTPC group respectively in power generation against 8.89% growth of all India generation.

iv. Your Company achieved the Plant Load Factor (PLF) of 75.9% for its coal power plant against the 64.21% of all India coal power plants.

v. Your group Company has successfully developed an operational RE capacity of 3.2 GW and the total RE capacity in the pipeline has exceeded 20GW. To further diversify its RE portfolio, your group is entering Hydrogen and Energy solution, and has already started work for developing Hydrogen Hub at Pudimadaka in Andhra Pradesh.

vi. During the Financial Year 2022-23, your Company has achieved coal production of 23.20 MMT from four mines i.e. Pakri-Barwadih, Dulanga, Talaipalli & Chatti-Bariatu with the y-o-y growth of 65% over Financial Year 2021-22. Coal dispatch also registered a growth of 48% in Financial Year 2022-23 over Financial Year 2021-22

vii. During the Financial Year 2022-23, your Company had received dividend income of Rs. 2,336 crore from your Subsidiaries and Joint Venture Companies as against Rs. 1,736 crore received during Financial Year 2021-22.

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Furthermore, the extract of your Companys annual return (as per the sub-section (3) of section-92 of the Companies Act, 2013) has also been uploaded on your Companys website and the same can be accessed through www.ntpc.co.in.

The detailed financial results can be found in the Financial Statement section of the report under the Standalone Financial Statement and Consolidated Financial Statement from page no. 306 to page no. 658.

2. Acquisition of Jhabua Power Ltd. through NCLT (National Company Law Tribunal) route

With the NCLTs approval of Resolution plan submitted

by your Company on 6th July 2022, Jhabua Power Ltd (JPL) has become the first acquisition of your company through the NCLT (National Company Law Tribunal) Route. Your Company implemented the Resolution Plan on 5th September 2022, with a total payout of Rs. 925 crore. This payout consists of Rs. 325 crore towards Equity and Rs. 600 crore towards Non-Convertible Debentures (NCDs). Currently, JPL is a joint venture (50:50) between your Company and Secured Financial Creditors JPL operates one unit of 600 MW in Madhya Pradesh. JPL has been fulfilling its obligations by servicing the NCDs and has paid a dividend of Rs. 100 crore for the financial year 2022-23.

3. Dividend

Financial Year 2022-23 marked the 30th consecutive year of dividend payments for your Company, demonstrating its commitment to providing returns to shareholders. Your Company has paid the interim dividend of Rs. 4,121.08 crore (at the rate of Rs. 4.25/- per share) in February 2023. Furthermore, the Board of Directors has recommended to pay a final dividend* of Rs. 2,909 crore (at the rate of Rs. 3/- per share) for Financial Year 2022-23. If approved by shareholders, the proposed final dividend will translate to a total dividend of Rs. 7,030.08 crore (at the rate of Rs. 7.25/- per share) for Financial Year 2022-23.

The dividend pay-ratio during the last five year was as:

S. no Financial Year Dividend Pay-out Ratio
1 2022-23 40.88%
2 2021-22 42.13%
3 2020-21 43.31%
4 2019-20 30.82%
5 2018-19 46.18%

* Final dividend shall be paid after your approval at the ensuing AGM.

The dividend has been recommended based on your Companys Dividend Distribution Policy which has been developed in compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). Your Company Dividend policy was implemented to outline the factors and situations that the Board will consider when deciding on the distribution of dividends to shareholders and/ or the retention of profits earned by your Company. Your Company dividend distribution policy can be found at your companys website at https://www.ntpc.co.in/sites/default/files/inline-files/ DividendDistributionPolicyofNTPCLimited.pdf

4. Performance Highlights

4.1 Operational Performance

With the installed capacity of 56.37 GW (72.25 GW including JVs), your Company achieved the record power generation of 344 BUs (399 BUs including JVs) during financial year 2022-23, which translates to a Y-o-Y growth of 10.95% (10.68% including JVs). Out of the above, the total generation by thermal station stands at 394 BUs (including JVs), while the contribution from Renewable was 4.90 BUs (including JVs).

The detailed summary of our performance highlights can be found in the Manufactured Capital section of the report at page no. 46.

4.2 Commercial Capacity

During the financial year 2022-23, your Company achieved significant growth by adding 3,292 MW of installed capacity, with a notable contribution of 1,352 MW from solar energy. This expansion boosted your Companys total generation capacity to an impressive 56.37 GW. Additionally, when considering the collective efforts of your Company and its joint ventures, the commercial capacity was further augmented by 3,952 MW resulting in an overall generation capacity of 72.25 GW.

The detailed summary of our commercial capacity can be found in the Manufactured Capital section of the report at page no. 46.

4.3 Billing and realization

Your Company has achieved 100% realization of the current bills raised for energy supplied during 2022-23 resulting in successfully meeting the Government of Indias (GoI) target for realizing dues related to energy supplied in 2022-23. This milestone is attributable to the timely payments made by a substantial number of beneficiaries in line with the Late payment Surcharge Rules 2022.

Your Company has implemented a strong payment security mechanism through the utilization of Letters of Credit (LC) supported by the Tri-Partite Agreement (TPA). These TPAs, along with LCs, ensure payment security by involving the State Governments, the Government of India (GOI), and the Reserve Bank of India (RBI). According to the TPAs, if there is any default in payment by the State-owned DISCOMs, the outstanding amount can be directly recovered from the respective State Governments accounts in collaboration with the RBI. The original TPAs were initially valid until October 2016. However, based on the decision of the Union Cabinet and with the agreement of the various States and the RBI, these TPAs have been extended for an additional period of 10 to 15 years. As on March 2023, 29 out of a total of 31 States/Union Territories have already signed the extension documents for the TPAs. The process of signing the TPAs extension by the remaining States is currently underway.

4.4 Power Trading in Power Exchange

In accordance with the CERC (IEGC) (5th Amendment) Regulations 2017, your Company has actively participated in both the Day Ahead Market (DAM) and the Real Time Market (RTM) to sell un-requisitioned surplus (URS) power through its trading arm, NTPC Vidyut Vyapar Nigam Limited, a subsidiary company. This regulatory provision enables power generation companies to sell URS power with the consent of beneficiary states. During the Financial year 2022-23, your Company has successfully sold more than 639 MUs of un-requisitioned surplus (URS) power on the power exchange platform. The profit generated from these transactions has been distributed to the beneficiaries as per the prevailing regulatory provisions.

4.5 Strengthening Customer Relationship

With Customer Focus as a fundamental core value embraced by ICOMIT (with C standing for customer focus), your Company prioritizes enhancing the experience of external customers, and has taken a number of initiatives for the same. Among these initiatives, Customer Relationship Management (CRM) and Customer Satisfaction Index (CSI) hold significant importance. Within the framework of CRM, your Company has been executing a range of well-structured activities with the primary goal of sharing its experiences and best practices with customers, capturing their feedback and expectations, and effectively addressing any concerns they may have.

The details of the various initiatives taken by your company for strengthening its customer relationships can be found in the Social Capital section of the report at page no. 94.

5. Capacity Expansion Program

Your Company has been actively seeking ways to enhance its capacity through diversified fuel mix with a goal to achieve 130GW of installed capacity by 2032 and has developed its capacity expansion strategy for the same. Out of the 130 GW, your Company aims to add 60 GW of renewable energy capacity by 2032, through RE sources constituting nearly 50% of overall power generation capacity. The objective is to accelerate the renewable energy growth of your Company and increase the green footprint across the country, offshore, and overseas.

In the Financial Year 2022-23, your Company had already installed 2,782 MW of capacity, including an impressive 1,352 MW of solar capacity. Additionally, there are ongoing projects that will contribute an additional 868 MW of capacity. On the group level, your Company has achieved an overall capacity addition of 3,952 MW during the financial year 2022-23. Moreover, the NTPC Green Energy limited (wholly owned Subsidiary of your Company) is currently focused on developing an impressive 14,300 MW of renewable energy portfolio expansion.

The details of the same can be found in the Manufactured Capital and Intellectual capital section of the report at page no. 46 and page no. 106.

5.1 Capacity addition Programme:

In addition to expanding its own capacities, your Company actively undertakes the development of power projects through its subsidiaries and joint ventures, both within India and internationally.

The information of Indian Subsidiaries and JV Companies along with details of partners of joint ventures engaged in power generation of your Company is given below:

5.2 Strategic Diversification

To enhance its competitive edge in the power generation industry, your Company has strategically diversified its portfolio, positioning itself as an integrated power major. This diversification encompasses the entire power value chain, achieved through backward and forward integration into various sectors.

Notably, your Company has expanded its operations into coal mining, power equipment manufacturing, power trading, distribution, waste management and technical consultancy, while the focus is also being made to explore future opportunities in the field of Biofuels, green hydrogen. By venturing into these areas, your Company has fortified its position as a comprehensive player in the power sector.

The details of the same can be found in the Manufactured Capital and Intellectual capital section of the report at page no. 46 and page no. 106.

The details of other JV companies incorporated in India which are engaged in business other than in power generation are as under:

5.3 Asset Monetization

As part of the National Monetization Pipeline (NMP) initiative, your Company has been assigned a monetization target of Rs.15,000 crore, to be accomplished in installments spanning from Financial Year 2021-22 to Financial Year 2024-25. In line with this objective, your Company has put forth a proposal for the monetization of its identified Renewable Energy (RE) portfolio.

a) Monetization of RE Assets:

For better marketability, your company has incorporated NTPC Green Energy Ltd. ("NGEL") as a wholly owned subsidiary of your company for consolidation of the identified RE portfolio in which RE assets of your Company were transferred to NGEL through a Business Transfer Agreement and shares of your Company in NREL were transferred to NGEL through a share purchase agreement on 28th February 2023.

On 17th March, 2023, the CCEA (Cabinet Committee on Economic Affairs) granted an exemption to your Company from the Maharatna Guidelines, allowing it to make investments in NGEL. Likewise, NGEL was exempted from the guidelines for making investments in each JV (Joint Venture) or Subsidiary, up to Rs. 7,500 crore.

As part of this restructuring, 15 RE assets with a capacity of 2,861 MW were separated from your Companys balance sheet and transferred to NGEL. NGEL repaid the outstanding liabilities of these assets to your Company, amounting to Rs. 5,000 crore. With the transfer of these assets, your Company achieved its asset monetization target for Financial Year 2022-23 amounted to Rs. 5,000 crore.

The plans to bring in a strategic/financial investor for NGEL have been abandoned. Instead, the possibility of conducting an Initial Public Offering (IPO) for NGEL will be considered in the future.

b) Monetization of NTPCs Coal Mines Asset:

Your Company coal mine developed under Mine Developer and Operator (MDO) route and awarded to MDO for operation and development of coal Mines have been considered for Asset Monetization under the ambit of National Monetization Pipeline. Hence, the MDO contracts awarded for your Company mines in Financial Year 2021-22 and Financial Year 2022-23 of Rs.2,946 crore i.e., the award of MDO contract of Chatti Bariatu and Kerandari mines is also to be considered under the total monetization target of your Company.

5.4 New Business Areas:

In pursuit of creating value for its stakeholders, your Company continuously explores new business avenues. Your Company has undertaken various initiatives to venture into future energy products, aligning with its goal of becoming an integrated energy company. These initiatives signify your Companys commitment to adapt and expand its presence in evolving energy sectors.

During the Financial Year 2022-23, your Company has identified and explore several opportunities in the field of manufacturing, biofuels, Round the Clock Renewable Energy (RE-RTC), green hydrogen amongst others. Your company is also in process of collaborating with multiple state governments and agencies in the field of Renewable energy and Energy storage systems.

In addition to this, your Company is also working towards developing a holistic Innovation and Start-Up

Ecosystem, to look for innovative and out of the box solutions to its existing problems.

The details of these initiatives can be found in the Manufactured Capital and Social capital section of the report at page no. 46 and page no. 94.

6. Global Initiatives

6.1 Bangladesh-India Friendship Power Company Private Limited (BIFPCL), Bangadesh:

You Company has formed a 50:50 JV with the Bangladesh Power Development Board (BPDB) and is implementing a (2x660) MW Maitree Super Thermal Power Project at Khulna in Bangladesh. The Unit#1 of which was declared commissioned in December 2022.

6.2 Trincomalee Power Company Limited (TPCL), Sri Lanka:

Your Company through its JV "Trincomalee Power Company Limited (TPCL)", is in the process of developing a 50 MW solar PV power project (extendable to 100 MW) at Sampur, Trincomalee.

Other Opportunities Abroad:

• Your Company has signed an MoU with MASEN Morocco in 2022 with the aim collaboration for international business. Through this route, your company intends to have more effective presence in respective focus regions and be able to contribute further in power sector development.

• Your Company has been working on multiple consultancy assignments, secured through competitive bidding, in Myanmar, Mauritius, Eswatini, Zambia, etc. The assignments in Myanmar and Mauritius has successfully completed and other assignments are under progress. Your Company has also secured assignment from International Solar Alliance for providing training to power sector officials from different countries.

• Your Company has been appointed as PMC for ISA Solar rooftop Pilot project of 100 kWp in the Ministry of Water and Energy, Ethiopia under ISA Program 06 and Solar Rooftop Pilot Project for 100kWp in Sao Tome & Principle under ISA program 04 in March23

• A total of 24 RFQs/ RFPs, and 36 EOIs have been submitted for power sector opportunities overseas in the financial year 2022-23. Your Company has won 03 assignments through competitive bidding and many others are under evaluation by tendering authority.

Further your Company is associated as a corporate partner with international Solar Alliance (ISA) and has been awarded the following Project Management Consultancy (PMC) jobs abroad:

• ISA Solar Park PMC assignment: Appointed as PMC for implementation of a 285 MW solar project in Togo, 500 MW in Mali, 100 MW in Malawi, 50 MW in Niger, 1150 MW in Cuba, 500 MW in Paraguay, 410 MW in Ethiopia (including 10 MW floating solar), 400 MW in Zambia, 100 MW in Nicaragua, 1000 MW in DR Congo, 2000 MW in Venezuela and 60 MW in Guinea Bissau

Other consultancy assignments secured through competitive bidding/negotiated route:

• Organizational and Generation Improvement for Eswatini Electric Corporation.

• Feasibility study for Solar PV project in Zambia.

• Assignment from International Solar Alliance for providing training to power sector officials from different countries.

Your Company has also been registered as an overseas company in Kenya and is operating representative office in Togo in Africa through local representative.

Your Company is also exploring business opportunities in the areas of power generation, PMC, O&M contracting, R&M of power plants, capability building etc. in the regions such as Middle East, South East Asia, CIS regions, Latin America and Africa.

7. Consultancy Services

The consultancy wing of your Company plays a vital role in supporting the Indian Power Industry by leveraging its extensive experience and expertise. It offers a comprehensive range of consultancy services that cover the entire spectrum of power station operations, from the initial concept phase to commissioning and even beyond. These services encompass diverse areas such as engineering, operations and maintenance (O&M), project management, contracts and procurement, renovation and modernization, quality and inspection, training and development, human resources, IT, solar and renewable power projects, and compliance with environmental norms for power stations.

Your Companys consultancy services are not limited to India alone but are also provided internationally. You extend your consultancy support to various countries, including Gulf countries, Bangladesh, Myanmar, Mali, Togo, Malawi, Mauritius, Ethiopia, Cuba, Paraguay, Niger, and other member countries of the International Solar Alliance (ISA). This demonstrates your Companys global outreach and commitment to assisting the power industry beyond national borders.

The details of Financial Year 2022-23 highlights for consultancy services can be found in the MDA and Manufactured capital section of the report at page no. 160 and page no. 46.

8. Financing of New Projects

To finance its capacity addition programs, your Company adhere to specific debt to equity ratios depending on the type of projects. For thermal and hydro projects, the debt-to-equity ratio is generally set at 70:30, while for solar/wind projects, it is set at 80:20. Your directors are confident that the internal accruals of the Company will be sufficient to finance the equity component of the new projects. With a low-geared capital structure and strong credit ratings, your Company is well-positioned to raise the necessary borrowings.

Your Company is actively exploring both domestic and international borrowing options, including seeking overseas development assistance from bilateral agencies. These efforts are aimed at mobilizing the debt required for the planned capacity expansion program.

Furthermore, your Company consistently engages in debt swapping for domestic loans, taking advantage of cheaper loans to repay older loans with higher interest rates. This strategy enables your Company to repay loans without incurring any repayment penalties to the bank. By optimizing its debt management, your Company strives to reduce borrowing costs and enhance financial efficiency.

The details of funding are discussed in the MDA Report which forms part of this Report at page no. 160.

9. Fixed Deposits

Effective from 11th May 2013, your Company has ceased accepting new deposits and renewing existing deposits under the Public Deposit Scheme. Consequently, there are no deposits that are non-compliant with the provisions outlined in Chapter-V of the Companies Act, 2013.

The details relating to deposits, as per the Companies Act, 2013 are as under:

a Accepted during the year 202223 Nil
b Remained unpaid or unclaimed as at the end of year 6 deposits amounting to Rs.15.91 lakh*
c Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:
(i) At the beginning of the year Nil
(ii) Maximum during the year Nil
(iii) At the end of the year Nil

* Pending for completion of legal formalities/ restraint orders/ non-receipt of claims.

10. Renovation and Modernization

The Renovation and Modernization (R&M) of various units of your Company, particularly those that have completed 25 years of commercial operation, is considered crucial for achieving several objectives. These objectives include ensuring the safe operation of the units, complying with the latest statutory norms and revised environmental norms, as well as adhering to the IEGC (Indian Electricity Grid Code).

The R&M process also focuses on recovering and improving the efficiency of the units, enhancing their reliability, enabling flexible operations to accommodate the integration of renewables on a large scale, sustaining operations in light of equipment health assessments conducted over the past 2 to 3 years, and addressing constraints arising from current operating conditions such as changes in coal quality, water supply arrangements, and changes in laws and Regulations.

By undertaking R&M activities, your Company aims to optimize the performance and longevity of its units while aligning with evolving industry standards and operational requirements.

11. Human Resource Management

Your Company holds great pride in its highly motivated and skilled human resources, whose contributions have played a significant role in bringing the Company to its current heights of success. The dedication, competence, and hard work of the employees have been instrumental in driving the Companys growth and achievements.

Their unwavering commitment and valuable expertise have enabled your Company to overcome challenges, seize opportunities, and consistently deliver exceptional results. The Company recognizes and values the exceptional contributions made by its human resources, who are considered an asset in the journey towards continued success and excellence.

To foster a positive work environment and promote the well-being of its employees, your Company has implemented several initiatives in the areas of employee relations, safety and security, training and development, women empowerment, and overall welfare. These measures aim to enhance the growth and development of your employees, ensuring their overall betterment within the organization. The details of the same are covered in the Human capital section of this report at page no. 78.

12. Sustainable Development

Sustainability is at the core of your companys business development strategy. Your company firmly believes in the idea that progress should not come at the expense of the environment and natural ecosystems. To drive sustainability, you are guided by two key motives:

a) Transforming into the most sustainable power producer by bringing about fundamental changes in its operational practices.

b) Enhancing transparency through timely disclosure of social, environmental, and economic performances.

Your Company has implemented "The Brighter Plan 2032", a comprehensive sustainability strategy aimed at becoming the most sustainable power producer. This plan focuses on key sustainability areas such as Decarbonization & Air Emission Control, Water & Biodiversity Conservation, Health & Safety, Circular Economy, Community Development, Finance & Ethics, and Sustainable Supply Chain. Through this strategy, you are formulating strategic approaches and actions in each of these areas to ensure the long-term sustainability of your business operations.

To ensure progress and accountability, your company has established short-term and long-term measurable goals and objectives that are aligned with the Brighter Plan 2032. By integrating sustainability targets into its corporate planning, your company aims to drive consistent progress across these priority sustainability areas.

Your Company follows a triple bottom line approach, considering people, planet, and profit as the primary pillars for business sustainability. This approach emphasizes the importance of balancing social, environmental, and economic responsibilities. By focusing on these interconnected aspects, you strive to achieve a harmonious integration of sustainable practices, enhancing the well-being of communities, preserving the environment, and ensuring long-term economic prosperity.

The further details of our sustainable initiatives and disclosures can be found in the Natural and Social capital section of the report at page no. 60 and page no. 94.

12.1 Inclusive Growth-Initiatives for Social Growth "Corporate Social Responsibility"

CSR has been synonymous with your Companys core business of power generation. Your Companys spirit of caring and sharing is embedded in its mission statement. Your Company has a comprehensive Resettlement & Rehabilitation (R&R) policy covering community development (CD) activities, which has been revised and updated from time to time. CD activities in green field area are initiated as soon as project is conceived and thereafter-extensive community / peripheral area development activities are taken up along with the project development. CSR Policy formulated in July 2004 and revised in 2010, 2016, 2019 and 2022 as "NTPC Policy for CSR and Sustainability" in line with Companies Act, 2013 and Department of Public Enterprises (DPE) Guidelines for CSR. It covers a wide range of activities including implementation of a few key Programmes taken through NTPC Foundation- a charitable Trust set up by your Company to mainly serve and empower the Physically Challenged and Under Privileged Sections of the Society & women.

Focus areas of your Companys CSR activities are Health, Sanitation, Safe Drinking Water and Education. Moreover, Capacity Building of the youth, Women Empowerment, Social Infrastructure Development, livelihood creation through support for implementation of innovative agriculture & livestock development, support to Physically Challenged Person (PCPs), and for the activities contributing towards Environment Sustainability have also been taken up. Your company commits itself to contribute to the society, discharging its Corporate Social Responsibilities through initiatives that have positive impact on the society, especially the community in the neighborhood of its operations by improving the quality of life of the people, promoting inclusive growth and environmental sustainability. Preference for CSR & Sustainability activities is being given to local areas around Companys operations, ensuring that majority CSR funds are spent for activities in local areas. However, considering Inclusive Growth and Environment Sustainability and to supplement Government effort, activities are also taken up anywhere in the country. During the year, about 450 villages and more than 400 schools have been benefitted by your Companys various CSR initiatives at different locations. Your Companys CSR initiatives have touched, in one way or the other, the lives of around 16 lakhs people residing at remote locations.

Apart from the CSR activities undertaken in and around stations to improve the living conditions of the local communities, other CSR initiatives undertaken pan-India are mentioned in the Annual Report on CSR activities annexed with this Report.

Your company spent Rs. 315.32 crore during the financial year 2022-23 towards CSR initiatives, which surpassed the prescribed two percent amount of T310 crore, thus achieving a CSR spend of 2.03% on Standalone basis.

"NTPC Foundation"

NTPC Foundation, funded by your Company, is engaged in serving and empowering the differently-abled and economically weaker sections of the society.

Details of expenditure incurred and initiatives undertaken by your Company under CSR are covered in the Annual Report on CSR annexed as Annexure-VI to this Report.

"Rehabilitation & Resettlement (R&R)

Your Company is committed to help the population affected on account of land acquisition. The Company has been making efforts to improve the Socio-economic status of the Project Affected Families (PAFs). As a part of its decision-making process, your Company has had an R&R Policy since the year 1993 which has been amended from time to time to keep abreast with the Govt. guidelines. Your Companys latest R&R Policy-2017 is in line with the extant Land Acquisition Act - The RFCTLARR Act, 2013 (The Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013).

R&R activities are initiated at Your Companys projects by undertaking need-based community development activities in the areas of health & sanitation, education, drinking water, capacity building, infrastructure, solar electrification, etc. by formulating the Initial Community Development (ICD) Plan in consultation with concerned Panchayats, District Administration and other Stakeholders. Your Company addresses the R&R issues in line with the extant R&R Policy of your Company/ Central Govt./ State Govt. / extant Land Acquisition Act, with an objective, that after a reasonable transition period, the conditions of PAFs improve or at least they regain their previous standard of living, earning capacity, and production levels.

As per your Companys R&R Policy-2017, which has been aligned with the The RFCTLARR Act 2013, a Social Impact Assessment (SIA)/Census Survey will be conducted by the State Govt. during the process of land acquisition for the project, so as to collect detailed demographic data of the area. This shall form the basis for the preparation of the Rehabilitation and Resettlement (R&R) Scheme by the Appropriate Government. The R&R Scheme consists of measures for Rehabilitation & Resettlement and need-based CD infrastructure in Resettlement Colony (RC).

Additionally, Your Company has retained the good practices of the Company on the Community Development (CD) activities which are primarily aimed at socio-economic development in the PAVs (Project Affected Villages) and the Projects vicinity. This is to ensure that the displaced families in the RC (Resettlement Colony) or the affected families settling in the neighboring villages may secure for themselves a reasonable standard of community life.

Expenditure on implementation of the R&R Plan is part of the Capital cost of the project. The Plan is implemented in a time-bound manner so as to complete it by the time of the projects commissioning. Upon completion of the R&R Plan implementation, a Social Impact Evaluation (SIE) is conducted by a professional agency to know the efficacy of the R&R Plan implementation for future learning & corrective actions, if any.

A. R&R achievements during the year:

• Rehabilitation and Resettlement (R&R) Plan:

R&R activities were implemented at the Greenfield / Brownfield Thermal Power projects - Barh, Darlipali, Gadarwara, Kanti, Khargone, Kudgi, Lara, Meja, North- Karanpura, NSTPS, Patratu, Solapur, Tanda-II,Telangana, Hydro projects-Tapovan- Vishnugad & Rammam-III and Coal Mining Projects at Pakri-Barwadih, Chatti-Bariatu, Kerendari, Dulanga and Talaipalli as per the R&R / CD Plans, which were finalized earlier in consultation with the stakeholders and approved by the State Govt.

Re-appropriations in cost provisions of R&R / CD Plans, as required on a case-to-case basis, for specific activities in view of the request/ needs of stakeholders/ district administration, were also approved to take care of the local needs & requirements.

B. Focus areas for Community Development activities:

The CD activities are generally initiated by your Company under ICD (Initial Community Development) Policy and subsequently under the R&R/ CD Plan of the Project. Your Company is sensitive to the needs and aspirations of the Project Affected Families (PAFs). Your Company also provides for Stakeholders Participation through its Public Information Centers/ R&R Offices/ Village Development Advisory Committee (VDAC) Meetings to disseminate useful information sought by the villagers. Other useful information is also communicated through notices, pamphlets, letters, etc. from time to time.

In the last 9 years up to FY 2022-23, more than Rs.2,092 crore worth of expenditure were incurred by your Company towards Community Development (CD) works by various Projects under R&R Plans.

• Drinking water - Planning and implementation of activities towards access to drinking water for 100% coverage of all Project Affected Villages are undertaken. Your Companys Policy- Jal Jyoti Mission embarks upon ensuring safe drinking water and rejuvenation of ponds in its project-affected villages.

• Capacity building / Skill up-gradation

- Training programs were conducted by various projects towards the skill enhancement of youths. The specific focus was on imparting training to the villagers on modern farming methods. The support to dependents of PAFs for ITI training was also extended to increase their employability.

• Education - Infrastructure created for Medical College cum Hospital at Sundargarh (Odisha) has been handed over to State Government of Odisha and its Academic Sessions have already been started. Financial assistance was extended towards up-gradation of infrastructure and other basic amenities including setting up of latest equipment in the existing Govt. Medical College at Raigarh (Chhattisgarh).

Construction of the Engineering College at Shivpuri (MP) has been completed and its Academic Sessions have already started (since Nov. 2020). Support has been extended for the construction of Hydro Engineering College, Bilaspur (Himachal Pradesh) & its Academic Sessions have already been started. Building constructed for Govt. Polytechnic at Dhak (Joshimath) is now being utilized by the Govt.

Your Company has the Policy on Improving Learning Outcomes & Quality of Education for children studying in Government Schools of its project-affected villages.

• Health - For the benefit of PAFs and neighboring populations, medical outreach through Mobile Health Clinics & Medical Camps/ your Companys own Hospital set-ups is ensured. Support is extended by the projects in augmenting the existing health- care infra in the vicinity of various projects. Your Company has the Policy on Maternal and Child Health Care to provide 650 days of antenatal/ prenatal & postnatal preventive health care to expectant & new mothers and new born babies.

13. NTPC Energy Technology Research Alliance (NETRA)

Your Company is dedicated to incorporating innovative technologies in our power plants to enhance safety, reliability, and efficiency. We strategically develop, adopt, and adapt frontier technologies to address major concerns in the power sector while exploring potential opportunities. In 2009, we established the NTPC Energy Technology Research Alliance (NETRA) as a state-of- the-art research center. NETRA collaborates with leading institutes, technology players, and service providers at the national and international levels. We are guided by a Research Advisory Council (RAC) comprising eminent scientists and experts, while our in-house Scientific Advisory Council (SAC) provides directions for improving plant performance and reducing costs.

NETRAs collaborative approach and focus on research and development demonstrate your Companys commitment to staying at the forefront of technological advancements. By embracing innovation, your Company aims to drive continuous improvement, overcome challenges, and unlock new opportunities in the power sector. Through the prudent mix of development, adoption, and adaption of frontier technologies, your Company ensures the safety, reliability, and efficiency of its power plants. NETRA plays a crucial role in driving high-end research, supported by the expertise of the RAC and SAC. This consolidated effort positions your Company as a leader in incorporating innovative technologies and pursuing a more sustainable and efficient energy future.

NETRA continuously adapts its focus areas to meet the evolving needs of the power sector. Currently, our R&D efforts are centered on carbon capture and utilization technologies, ash utilization technology, waste-to- energy solutions, water technology, as well as efficiency improvement, cost reduction, new and renewable energy, climate change, and environmental protection. Our laboratories, which are ISO 17025 accredited, provide advanced scientific services in areas such as nondestructive examination, metallurgy, failure analysis, oil/water chemistry, environment, electrical systems, and computational fluid dynamics. Recognized as a Remnant Life Assessment Organization, NETRA ensures efficient and reliable performance in our power plants while upholding the highest safety and quality standards.

The further details of the NETRAs performance highlights can be found in the Intellectual capital section of the report at page no. 106.

14. Implementation of Official Language

Your Company took several initiatives for the progressive use of Hindi in the day-to-day official work and implementation of official language policy of the Union of India in your Company. The compliance of official language policy in your Company projects and regional headquarters was inspected and need based suggestions were given to the respective heads of offices in this regard.

Quarterly meetings of official language implementation committee were held in which extensive discussions took place on progressive use of Hindi and the ways and means to bring about further improvements.

Hindi Divas was celebrated on 14th September 2022 and Hindi Fortnight was organised from 14-29 September 2022 at the Corporate Centre as well as regional headquarters and projects/stations to create awareness among the employees, Associates, and their family members. Our biannual Hindi magazine Vidyut Swar published (in digitized from) to promote creative writing in Hindi.

Employees were motivated to use Hindi in official work by organising Hindi workshops, Hindi Seminar, Unicode Hindi Computer Training along with Hindi e-tools and popularization of Hindi incentive schemes. Hindi webpage was updated with improvement important information of Official Language for employees.

The second sub-committee of Parliament on official Language had inspected our units; reviewed the progress of Official Language implementation and appreciated our efforts.

Your Companys website also has a facility of operating in a bilingual form, in Hindi as well as in English.

15. Web based contractors labour information and Management system (CLIMS)

Your Company has successfully implemented an inhouse solution called Contractors Labour Information Management System (CLIMS), which operates on a captive private cloud.This system has been implemented to streamline labour management processes, ensure the physical and social welfare of workers, comply with statutory requirements, and provide real-time information on the availability of workers. The system digitizes record-keeping, guaranteeing accurate disbursement of wages and other benefits to labourers deployed at your Companys plants.

CLIMS incorporates a range of features to enhance labour management. You can track attendance using biometric technology, conduct medical fitness assessments, provide safety training and clearances, register for ESI (Employee State Insurance), and perform other necessary regulatory checks. This comprehensive system enables you to effectively monitor and manage your workforce, promoting transparency, efficiency, and compliance with applicable Regulations. By adopting CLIMS, your Company has improved the overall labour management process, facilitating the timely and accurate provision of wages and benefits to your workers while ensuring their well-being and safety.

16. Vigilance

To ensure Transparency, Accountability and Impartiality, of decision-making in various operations, your Company has established a Vigilance Department led by a Chief Vigilance Officer. This department comprises Vigilance Executives who are present both at the Corporate Centre and various sites. At the sites, the Vigilance Executives report to the Project Head regarding administrative matters, while they report to the Chief Vigilance Officer regarding functional matters.

The Corporate Vigilance Department in your company consists of four specialized Cells:

1. Vigilance Investigation and Processing Cell

2. Departmental Proceedings Cell

3. Technical Examination Cell

4. MIS (Management Information System) Cell

In addition to this, your Company has also developed a dedicated vigilance help line portal to ensure timely and transparent addresal of any complaint received. The same can be access at your companys website through https://www.ntpc.co.in/helpline/

Moreover, your Company has also establish various policies such as "Fraud Prevention Policy (revised 2021)" and "Whistle Blower Policy" to ensure the integrity of its operations. The detailed policies can be accessed through https://www.ntpc.co.in/sustainability/policies Rs. page=1

In addition to the above, your company has also implemented an Integrity Pact since 2009. Currently, this pact applies to tenders with an estimated value of 10 crore or more (excluding taxes and duties).

The details of your Company vigilance work are available in the Ethics and Vigilance section of our report at page no. 34.

17. Redressal of public grievances

Your Company values efficient and prompt resolution of public grievances. To ensure timely resolution of grievances from esteemed entities such as the President Secretariat, Prime Ministers Office, and Ministry of Power, we have designated the General Manager (HR) as the Director (Grievance). This role is responsible for facilitating the earliest resolution of public grievances.

To maintain transparency and timeliness, the Government of Indias Department of Administrative Reforms & Public Grievances and Department of Personnel & Training have established a web-based monitoring system at www.pgportal.gov.in. This platform enables us to monitor and track grievances, ensuring transparency and accountability throughout the resolution process.

In accordance with the governments directive, we aim to resolve public grievances within 30 days. If it is not possible to resolve a grievance within this timeframe, we provide an interim reply is committed to making our Company every effort to address grievances within the specified time frame, ensuring efficient and satisfactory resolution for all parties involved.

18. Right to Information (RTI)

Your Company recognizes the importance of providing information to citizens and maintaining transparency and accountability. In accordance with the Right to Information Act 2005, your Company has implemented the necessary mechanisms to facilitate this. It has appointed individuals such as the Central Public Information Officer (CPIO), an Appellate Authority, and Assistant Public Information Officers (APIOs) at all sites and offices.

In the financial year 2022-23, your Company received a total of 1,913 applications under the RTI Act, which includes 50 pending applications from the previous fiscal year. Among these, 1,801 applications have been responded to, while 112 applications are still awaiting resolution. Additionally, your Company has voluntarily made disclosures under section 4(1)(b) of the RTI Act, and these disclosures have been audited by the Indian Institute of Public Administration (IIPA) in New Delhi.

By adhering to the provisions of the RTI Act, your Company strives to ensure that citizens have access to information and that transparency is upheld in all its operations.

19. Using Information and Communication Technology for Productivity Enhancement

Information Technology has emerged as a crucial catalyst for your Companys business growth. Since 2008, your Company has adopted an Enterprise Resource Planning (ERP) software to consolidate all its business operations. A PI data system has been put in place to effectively capture, present, and analyze real-time performance indicators of our power plants. Additionally, web-based applications outside of the ERP framework have been created to streamline various functions such as Engineering Drawings approval, Quality Control Management, Hospital Management, Contractors Labour Information Management (CLIMS), RTI, Security Control, Safety, Ash Utilization, Integrated Complaint Management Nivaran 2.0, and other related areas.

Additionally, as part of the Project PRADIP, your Company has undertaken measures to promote environmental sustainability and embrace digitalization by going paperless. The business processes have been reengineered and revamped to operate in a paperless mode. This initiative has led to the implementation of e-Office, digitization of documents, and the adoption of paperless procedures across various functions. As a result, a significant amount of paper has been saved, while also enabling faster decision-making, enhancing transparency, and improving overall efficiency within your Company. This initiative proved particularly valuable during the period of lockdown.

To further enhance productivity and speed, your Company has continued to implement IT-enabled virtual office solutions through PRADIP This includes providing internet access to key applications via a Secure Virtual Private Network (VPN) Access and utilizing Microsoft 365, a comprehensive cloud-based Software as a Service (SaaS) solution, for mail and messaging services, Teams, Share Point, Power App, Power BI, and more. These services are integrated with Single Sign-On (SSO) functionality to streamline access and improve efficiency.

To ensure seamless communication, your Companys plants and offices across India are interconnected with the Corporate Office and the main Data Centre (DC) through high-speed MPLS links, operating at 2x68/155 Mbps at each site. Additionally, the DC and Disaster Recovery (DR) site are linked via high-bandwidth 2x400 Mbps MPLS links to facilitate data replication. Both the Data Centres located in Noida and Hyderabad are ISO 27001 compliant, adhering to international standards for information security management.

In order to further harness the potential of IT within your Company, an IT Digital Strategy has been finalized. This strategy aims to achieve a 100% paperless office, implement data analytics for informed decision-making, and introduce new technologies such as Industrial Internet of Things (IIOT), Artificial Intelligence (AI), Machine Learning, Low Code/No Code platforms, and more within the next two years. Several pilots and proof of concepts have already been conducted in these areas to explore their feasibility and benefits.

Launch of Web & Mobile apps as part of digital initiatives

Your Company Business Mail Repository System

(BMRS) : This system is used for keeping repository of all communications made with stake holders to avoid litigation. The Mail Vault ensures ease of retrieval of communication pertaining to an area, contract, or package by the authorized users. This shall also act as a reference mail database when dealing employees / concerned employee has separated from company or transferred to another package.

Project Management Tool - PROMPT : PM Tool is a mobile app for Management, Project Managers, ElCs and Site Engineers to access project progress information anytime and anywhere.

Jyoti BOT : This is a tool for one stop helping hand for most of the issues to address 24x7 support, answers to simple questions and instant responses having a BOT handled FAQs within applications enhances user engagement.

Knowledge Management Portal 1.0 : Knowledge is the most important organizational resource which should be recorded, preserved, and managed effectively so that it can be accessed, shared, and exchanged easily. This comprehensive KM Portal is for creating, capturing and curation of Knowledge through collaboration and connection among employees.

Engineering Calculator & Tariff Calculator App- Nuclear: Engineering Calculator App is designed to capture engineering Thumb-rule calculations for day-to-day design activity and understand the dynamic energy market scenario, carry out sensitive analysis.

Major Equipment History Dashboard - Erection & O&M Stage : Equipment Failure History O&M Stage: The dashboard developed for Equipment failure history will provide an analytical view of major equipment failure history across your Company plants based on the historical data in SAP for O&M Stage since 2007.

With the new digital initiatives underway, your Company will be a fully digitalized organization for its core and non-core functions and will also act as a role model for others in the industry.

Some of the highlights of the progress in IT/ERP area during the year 2022-23 are as follows:

• Digitization - All approve processes under E-Office was completed. Processes were redesigned for working in paperless mode and to enable Unified Shared Service center model. Digital invoicing was implemented, and all vendors were onboarded on PRADIP to submit their digital invoices and to track them. Also, management dashboard made ready to track payment status. PRADIP has been made more secure through implementing Multi-Factor Authentication and Single Sign-On technology.

• ERP - Several new modules were introduced in ERP as part of process improvements such as PMS for Non-Executives, Bill Discounting System, Selected Person Report Integration in SAP Permits, Honorarium Automation for Training, O&M cost sheet in SAP, Budget and SBI POS Integration with SAP

• Microsoft Active Directory Services (ADS)- Phase- III of ADS has been completed. It enabled your Company to deploy and enforce policies through group policies and provide a uniform, standard and secure working environment to users across the organization. ADS DC-DR Setup has also been made operational at DR Hyderabad to enhance reliability of the system.

• Security - No major security breach was observed during the year 2022-23. A (24x7) Cyber Security Operation Centre (CSOC) is in operation where round the clock monitoring of all external and internal data traffic is being done. All latest threat management and security tools are being applied to prevent any cyber-attack or data theft. Timely communications are being sent to all users and admins based on threat perception. Your Companys data centers at Noida and Hyderabad are ISO 27001 compliant for ensuring adequate security posture.

• Several new web applications and mobile apps such as your Company Business Mail Repository System (BMRS), PM Tool - PROMPT (Dashboard + One Ledger), Jyoti ChatBOT, Knowledge Management Portal 1.0, Engineering Calculator & Tariff Calculator App- Nuclear, Major Equipment History Dashboard - Erection & O&M Stage etc. have been launched to take care of requirements of various departments. Dashboards on Power BI platform have been rolled out for REDs and Head of Projects.

• New Technology - Commercial Billing Process has been automated in SAP using Robotic Process Automation (RPA) tools apart from the initial process of reading data from the Regional Energy Account (REA) documents and processing them suitably for ingestion in SAP billing, in short REA document processing.

• IT Consultancy assignments for Rs. 4.4 crore towards power sector improvement -

• SAP support in JV companies of your Company.

• M365 support in JV companies of your Company.

• PI System implementation in OPGC

20. Group companies: Subsidiaries and Joint ventures

As of 31 March 2023, your Company has 10 subsidiary companies and 18 joint venture companies (including 2 foreign companies) engaged in specific business activities.

In terms of restructuring, your Company has decided to exit from International Coal Ventures Private Limited due to a lack of commercially viable opportunities for thermal coal. Additionally, with the approval from the Ministry of Power, the winding-up process has commenced for BF-NTPC Energy Systems Limited, and a liquidator has been appointed for the voluntary liquidation of this joint venture Company.

A statement containing the salient feature of the financial statement of your Companys Subsidiaries, Associate Companies and Joint Ventures as per first proviso of section 129(3) of the Companies Act, 2013 is included in the consolidated financial statements.

21. Information Pursuant to Statutory and other Requirements

Information required to be furnished as per the Companies Act, 2013 and as per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and any amendments thereto are as under:

21.1 Statutory Auditors

The Statutory Auditors of your Company are appointed by the Comptroller & Auditor General of India. Joint Statutory Auditors for the financial year 2022-23 were (i) M/s S K Mehta & Co., Chartered Accountants, New Delhi (ii) M/s Varma & Varma, Chartered Accountants, Hyderabad, (iii)M/s Parakh & Co., Chartered Accountants, Jaipur, (iv) M/s C K Prusty & Associates, Chartered Accountants, Bhubaneshwar, (v) M/s B C Jain & Co., Chartered Accountants, Kanpur and (vi) M/s V K Jindal & Co., Chartered Accountants, Ranchi.

The appointment of the Statutory Auditors for the financial year 2023-24 is yet to be made by the Comptroller & Auditor General of India.

21.2 Management comments on Statutory Auditors Report

The Statutory Auditors of the Company have given an un-qualified report on the accounts of the Company for the financial year 2022-23. However, they have drawn attention under Emphasis of Matter to the following notes of the Standalone Financial Statements:

(i) Note No. 50 (c) with respect to one of the projects under construction, wherein by the order dated 12 January 2023 of Honble High Court of Uttarakhand, construction activities are banned till further order.

(ii) Note No. 59 (f) (iv & v) which describes the related party transactions entered into by the Company during the year, which are not approved as required under applicable laws and Regulations.

(iii) Note No. 63 (iii)(b) with respect to appeal filed by the company with the Honble High Court of Delhi in the matter of Arbitral award pronounced against the Company and the related provision made/ disclosure of contingent liability as mentioned in the said note.

The issues have been adequately explained in the respective Notes referred to by the Auditors.

Further, the Reports of Statutory Auditors forming part of the Annual Report on Internal Financial Controls with reference to the Standalone and Consolidated Financial Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013, also contains a qualification that the Company did not have appropriate internal control system to ensure that related party transactions are undertaken only after approval under the provisions of sections 177 of the Companies Act, 2013 as well as the provisions of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by the Audit Committee of Board and Shareholders of the company wherever applicable, as a result material transactions were entered into by the Company during the year without approval, as required under the abovesaid provisions. Statutory Auditors have considered the material weakness identified in determining the nature, timing and extent of audit tests applied in their audit for the year ended March 31,2023, of Standalone and Consolidated Financial Statements of the Company, and the material weakness has not affected their opinion on these Financial Statements of the Company.

The managements response is as follows:

The matter referred by the Statutory Auditors have been adequately disclosed in the Notes 59 (f) (iv & v) referred by audit. Subsequently the Company has sought a legal opinion from the Solicitor General of India about the recourse available to the Company for related party transactions that have taken place during the year 2022-23 but were not approved by the Audit committee. Based on the legal opinion obtained, the related party transactions mentioned at Note 59(f)(v) were approved ex-post facto by the Audit Committee in the meeting held on 28 July 2023 and transactions mentioned at Note 59(f)(iv) were approved ex-post facto by the Board of Directors in their meeting held on 29 July 2023. The material weaknesses observed by the auditors did not result in material misstatements to these annual financial statements.

21.3 Review of accounts by Comptroller & Auditor General of India (C&AG)

The Comptroller & Auditor General of India, through letter dated 20.07.2023, has given a Comment on the Standalone Financial Statements of your Company for the year ended 31 March 2023 after conducting supplementary audit under Section 143 (6) (a) of the Companies Act, 2013.

The Comptroller & Auditor General of India, through letter dated 20.07.2023, has also given a Comment on the Consolidated Financial Statements of your Company for the year ended 31 March 2023 after conducting supplementary audit under Section 143 (6) (a) read with Section 129 (4) of the Companies Act, 2013.

As advised by the Office of the Comptroller & Auditor General of India (C&AG), a comment of C&AG alongwith Management reply for both the standalone and consolidated financial statements of your Company for the year ended 31 March 2023 are being placed with the report of Statutory Auditors of your Company elsewhere in this Annual Report.

21.4 Cost Audit

As prescribed under the Companies (Cost Records and Audit) Rules, 2014, the Cost Accounting records are being maintained by all stations and Coal mines of your Company.

The firms of Cost Accountants appointed under Section 148(3) of the Companies Act, 2013 for the financial year 2022-23 were i) M/s Shome & Banerjee, Kolkata, ii) M/s Mani & Co., Kolkata, iii) M/s KG Goyal & Associates, Delhi, iv) M/s R. J. Goel & Co., Delhi, v) M/s Bandyopadhyaya Bhaumik and Company, Kolkata, vi) M/s Narasimha Murthy & Co., Hyderabad, vii) M/s B.G. Chowdhury & Co, Kolkata, viii) M/s Diwanji And Associates, Vadodara,ix) M/s M.Krishnaswamy & Associates, Namakkal, Tamil Nadu and x) M/s H.Tara & co., Delhi The due date for filing consolidated Cost Audit Report in XBRL format for the financial year ended March 31, 2022 was upto 10th October, 2022 and the consolidated Cost Audit Report for your Company was filed with the Central Government on 23rd September, 2022.

The Cost Audit Report for the financial year ended March 31,2023 shall be filed within the prescribed time period under the Companies (Cost Records & Audit) Rules, 2014.

21.5 Exchange Risk Management

Your Company is exposed to foreign exchange risk in respect of contracts denominated in foreign currency for purchase of plant and machinery, spares and fuel for its projects/ stations and foreign currency loans.

In terms of its Exchange Risk Management Policy, during financial year 2022-23, your Company has entered into derivative contracts amounting to JPY 1,470.91 Million, USD 264.09 Million and EUR 13.58 Million in respect of foreign currency loans exposure.

21.6 Policy for Selection and appointment of Directors and their remuneration

Your Company being a Government Company, the provisions of Section 134(3)(e) of the Companies Act, 2013 do not apply in view of the Gazette notification dated 5th June, 2015 issued by Government of India, Ministry of Corporate Affairs.

21.7 Performance Evaluation of the Directors and the Board

Ministry of Corporate Affairs (MCA), through General Circular dated 5th June, 2015, has exempted Government Companies from the provisions of Section 178 (2) of the Companies Act, 2013 which requires of performance evaluation of every Director by the Nomination & Remuneration Committee. The aforesaid circular of MCA further exempted Govt. Companies from provisions of Section 134(3)(p) of the Companies Act, 2013 which requires mentioning the manner of formal evaluation of its own performance by the Board and that of its Committees and Individual Director in Directors Report, if directors are evaluated by the Ministry or Department of the Central Government which is administratively in charge of the company, or, as the case may be, the State Government as per its own evaluation methodology. Further, as per MCA Notification dated 5th July, 2017, in case the matters of performance evaluation are specified by the concerned Ministries or Departments of the Central Government or as the case may be, the State Governments and such requirements are complied with by the Government companies, provisions of Schedule IV w.r.t. performance evaluation of Directors are exempted for the Government Companies.

In this regard, Deptt. of Public Enterprises (DPE) has already laid down a mechanism for performance appraisal of all functional directors DPE has also initiated evaluation of Independent Directors Your Company enters into a Memorandum of Understanding (MOU) with Government of India each year, demarcating key performance parameters for the company. The performance of the Company is evaluated by the Department of Public Enterprises visa-vis MOU entered into with the Government of India.

In terms of Regulation 25 of SEBI LODR, 2015, the performance of the Board as a whole and nonindependent directors including Chairman & Managing Director were evaluated by the Independent Directors in a separate Meeting held by them on 20th March 2023.

21.8 Declaration by Independent Directors

During the year, all the Independent Directors have met the requirements specified under Section 149(6) of the Companies Act, 2013 for holding the position of Independent Director and necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 was received. Also, declaration under Regulation 25 of SEBI (LODR) Regulations, 2015 and Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 are also obtained from all the Independent Directors of your Company.

21.9 Management Discussion and Analysis

In addition to the issues stated in the Directors Report, some issues have been brought out in report on Management Discussion and Analysis placed at Annexure-I and forms part of this Director Report, as per the terms of Regulations 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21.10 Corporate Governance

A detailed report on Corporate Governance as stipulated under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is placed at Annexure-II and forms part of the Directors Report.

21.11 Business Responsibility & Sustainability Report The Business Responsibility & Sustainability Report, as stipulated under Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given in Annexure-IX and forms part of this Directors Report.

21.12 Investor Education and Protection Fund (IEPF)

Details of transfer of unclaimed dividends and eligible shares to IEPF have been placed in the Corporate Governance Report at Annexure-II, which forms part of the Directors Report.

21.13 Secretarial Audit

Observations Managements Comments
Compliance with the provisions of Section 149 of the Act read with Regulation 17 and 25(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the requirements of having at least half of the Board of Directors as the Independent Directors and filing the vacancy of the Independent Directors within Specified Period. Further half of the Board of the Company was not "non-executive" for a certain period. During the financial year
2022-23, Number of Independent Directors was less than the required limit. As per the provisions of the Articles of Association of the Company, the power to appoint Directors vests with the President of India. The Company had requested Ministry of Power, Government of India, being administrative ministry for appointment of Independent Director from time to time for compliance of the said Regulations.
Compliance of Regulation 17(10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has not carried out the performance evaluation of the Directors. Refer Para 21.6 & 21.7


Compliance of Regulation 19(4) read with Schedule II Part D of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the required policies/criteria for Board of Directors were not formulated. As the Government of India (GOI) is making appointment of Directors, evaluation of Directors are done by the GOI.
The Audit committee has not accorded its post facto approval for the related party transaction happened during the year. Based on the legal opinion obtained from Solicitor General of India, the related party transactions which were not approved by Audit Committee during the year 2022-23, were approved/ ratified by the Board of Directors in their meeting held on 29 July, 2023
In the absence of requisite number of Independent Directors, the Company has not complied with the requirement pertaining to the composition and constitution of the Board and Committee thereof to be constituted as per the The requisite number of independent Directors was available in Board level Committee during the financial year 2022-23, as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DPE Guidelines and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 The requirement pertaining to the composition and constitution of the Board was less than the required limit of Independent Director. As per the provisions of the Articles of Association of the Company, the power to appoint Directors vests with the President of India. Accordingly , the Company had requested Ministry of Power, Government of India, being administrative ministry for appointment of Independent Director from time to time for compliance of the said Regulations.

21.14 Particulars of contracts or arrangements with related parties

During the period under review, your Company had not entered into any material transaction with any of its related parties. The Companys major related party transactions are generally with its subsidiaries and associates. All related party transactions were in the ordinary course of business and were negotiated on an arms length basis except with Utility Powertech Limited, which are covered under the disclosure of Related Party Transactions in Form AOC-2 (Annex-VIII) as required under Section 134(3) (h) of the Companies Act, 2013. They were intended to further enhance your Companys interests.

Web-links for Policy on Materiality of Related Party Transactions and also on Dealing with Related Party Transactions have been provided in the Report on Corporate Governance, which also form part of the Annual Report.

21.15 Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

No significant and material orders were passed by any regulator or court or tribunal impacting the going concern status and companys operations during the Financial Year 2022-23.

21.16 Adequacy of internal financial controls with reference to the financial reporting

Your Company has in place adequate internal financial controls with reference to financial reporting. During the year, such controls were regularly tested and no reportable material weakness in the design, implementation and operation effectiveness was observed.

21.17 Loans and Investments

Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of financial statement, attached as a separate section in the Annual Report for Financial Year 2022-23.

Details of Loans granted to subsidiaries and Joint venture companies are disclosed at Note 59 to the standalone financial statements for the year 2022-23.

21.18 Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

Your Company has in place a policy on Prevention, Prohibition & Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

internal Committees (ICs) have been constituted at all Projects/Locations of your Company to redress complaints received regarding Sexual Harassment. All female employees (regular, contractual, temporary, trainees) are covered under the policy. Every three years, the constitution of these committees is changed, and new members are nominated.

During the Financial year 2022-23, four cases were reported to different ICs across your Company project/ stations, out of which three were resolved and in one of the cases the Internal Committee has submitted its recommendations to the employer.

21.19 Procurement from Micro and Small Enterprises (MSEs) and Procurement through GEM

The Government of India has notified a Public Procurement Policy for Micro and Small Enterprises (MSEs) Order, 2012. The total procurement made from MSEs during Financial Year 2022-23 was Rs.4,120.88 crore which was 40.06% of the total procurement* of Rs.10,287.27 crore against the minimum threshold of 40% as stipulated by the Public Procurement Policy for Micro and Small Enterprises (MSMEs) Order.

The procurement percentage from MSEs owned by SC/ ST and Women Entrepreneurs was 0.17% and 0.40% respectively in Financial Year 2022-23.

*Excluding Primary fuel, Secondary fuel, steel, cement, project procurement including Renovation & Modernization and procurement from Original Equipment Manufacturer (OEM)/ Original Equipment Supplier (OES)/ Proprietary Article Certificate (PAC) as per Order of the Development Commissioner, Ministry of MSME vide letter No. F. No. 21(9)/2017-MA(Pt-I) (E- 17230) dated 31-08-2021.

Your Company has organized 21 Vendor Development Programs (VDPs), including 9 Special VDPs for MSEs owned by SC/ST and Women Entrepreneurs across the company in Financial Year 2022-23.

Procurements of Rs. 24,166.75 crore (Including GST) have been done through GeM portal in Financial Year 2022-23, highest ever by any CPSEs in a year since inception of GeM.

Further, your Company has been conferred an award for achieving 3rd position in highest Numbers of Purchase Orders placed through GeM portal in Financial Year 2022-23 among 50 leading CPSE by Ministry of Commerce & Industries.

Annual procurement plan for 2022-23 from MSEs is uploaded on www.ntpc.co.in.

21.20 Particulars of Employees

As per provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to disclose the ratio of the remuneration of each director to the median employees remuneration and details of employees receiving remuneration exceeding limits as prescribed from time to time in the Directors Report.

However, as per notification dated 5th June, 2015 issued by the Ministry of Corporate Affairs, Government Companies are exempted from complying with provisions of Section 197 of the Companies Act, 2013. Therefore, such particulars have not been included and do not form part of this Directors Report.

21.21 Extract of Annual Return

Annual Return pursuant to Section 92 (3) of the Companies Act, 2013, read with Section 134(3) (a) and rule 12(1) of the Company (Management & Administration) Rules, 2014 for the Financial Year ended 31st March 2023 is available on the Companys website i.e www.ntpc.co.in.

21.22 Credit rating

Your Companys financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit ratings are disclosed in the Management Discussion and Analysis Report, which forms part of the Annual Report.

21.23 Reporting of frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in the Directors report.

21.24 Compliance with Secretarial Standards

Your Company is in compliance with the applicable Secretarial Standards issued by the Institute of

Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

21.25 Key Financial Ratios

Key Financial Ratios for the financial year ended 31st March, 2023, are provided in the Annexure-I forming part of this Report.

21.26 Consumption of Imported Goods (On consolidated basis)

The consumption of imported goods for your Group Companies is as follows:

Import FY 2022-2023 FY 2021-2022
Consumption (Rs. crore) (Rs. crore)
Coal 25,056.19 3,029.86
Others Spares 78.01 65.08
Total Import 25,134.20 3,094.94

21.27 Government of India (GoI) Memorandum of Undertaking (MoU) 2022-23


GoI MoU is an agreement between the management of the Central Public Sector Enterprises (CPSEs) and the Government of India. MoU is a major policy initiative of the Government of India to undertake regular performance evaluation of CPSEs and enhancing the performance levels of the CPSEs.

GoI MoU 2022-23 was signed between your Company and Ministry of Power on consolidated basis. The achievements against the various parameters defined under MoU 2022-23 are as under:

Revenue from Operation: Your Group Company has achieved highest ever Revenue from operations of Rs. 1,76,207 crores with a growth of 32.82%.

Power Generation: Your Group Company has registered a generation of 365,440 MUs (including generation from your Company Subsidiaries and excluding JV companies of your Company) with a growth of 10.10%. Your Company generation mix includes generation from Thermal, Hydro and RE sources.

Financial Ratios: Your Company has strong financial systems in place. It believes in prudent management of its financial resources and strives to reduce the cost of capital. It has robust financials leading to strong cash flows which are being progressively deployed in generating assets. Your Company has a strong balance sheet coupled with low gearing and healthy coverage ratios. As a result, your Company has been able to raise resources for its capital expansion projects at very competitive interest rates in domestic as well international market. With respect of GoI MoU, your Company has achieved following financial ratios:

EBITDA as a percentage of Revenue Return on Capital Employed Asset Turnover Ratio
28.25% 10.47% 39.90%

CAPEX: Your Company has incurred a CAPEX of Rs. 31,985.83 crore including CAPEX of JVs and Subsidiaries of your Company for the year 2022-23 on accrual basis.

TReDS Portal: Your Company has onboarded Trade Receivable electronic Discounting System (TReDS) portals. TReDS is an institutional mechanism set up in order to facilitate the discounting of trade receivables of MSMEs from corporate buyers through invoice discounting by multiple financiers avoiding any procedural time lag, on acceptance of invoice by corporate buyers. Being a responsible company, it is ensured that payments to MSEs are prompt, and hence only a few MSE vendors uploaded their bills in TReDS portal for processing. The Acceptance/ Rejection of invoices of Goods & Services of the same were ensured for 100% of the invoices within the stipulated timeline in the portal.

Procurement from GeM: Your Company has registered a procurement of Goods & Services worth Rs. 3980.16 crore from GeM Portal (including procurement by your Company Subsidiaries). This excludes the one time highest ever procurement of Rs. 20,402 crore for MDO package of Kerandari Coal Mine.

In FY 2022-23, your Company ranked #1 in terms of value of procurement and ranked #2 in terms of numbers of orders amongst all CPSEs.

Trade Receivables: As on 31st March, 2023, trade receivables amounted to Rs. 31,463.9 crore. Trade receivables include unbilled revenue for the month of March 2023 amounting to Rs. 13,959.59 crore billed, net of advance, to the beneficiaries after 31st March 2023 excluding the unbilled revenue, trade receivables are equivalent to 36 days of Revenue from Operations as on

31st March 2023 in comparison to 45 days of Revenue from Operations as on 31st March 2022.

Expenditure on Research & Development: Your Company understands the importance of Research and development (R&D) in the ever-changing dynamics of the energy sector. Therefore, R&D has been incorporated in the long-term vision and strategy for the benefit of the company and society. The total expenditure on R&D during the financial year stands at Rs. 283.45 crore.

Performance on Stock Exchanges: Your Company has outperformed BSE 500 index during the financial year. The Market Capitalisation on BSE exchange improved during the financial year from Rs. 1,30,856.51 crore to Rs. 1,69,934.07 crore. Your Company has paid a total of Rs. 7,030.08 crore as Dividend to the shareholders. Further Interest and redemption on Bonus debenture paid to shareholders during the financial year was Rs. 2,934.02 crore.

Asset Monetization: The asset monetization target given to your Company is of Rs. 15,000 crore to be achieved by FY25. 15 RE assets of 2,861 MW capacity have been hived-off from your Companys Balance Sheet and outstanding liability of 15 RE assets transferred to NGEL has been repaid by NGEL to your Company to the extent of Rs. 5,000 crore in financial year 2022-23.

Further, your Company coal mines developed under Mine Developer and Operator (MDO) route and awarded to MDO for operation and development of coal Mines have been considered as Asset Monetization under the ambit of National Monetization Pipeline. Hence, MDO contracts awarded for the your Company mines in FY 22 of Rs. 798 crore and in FY 23 of Rs. 2,148 crore towards the award of MDO contract of Chatti Bariatu and Kerandari mines respectively is also considered under the total monetization target of your Company.

Procurement from MSEs: The Government of India has notified the Public Procurement Policy for Micro and Small Enterprises (MSEs) Order, 2012. Your Company has registered a procurement of Goods & Services worth Rs. 4,288.20 crore from MSE vendors out of which procurement from SC/ ST MSE vendors was Rs. 18.43 crore and Woman MSE vendors was Rs. 46.16 crore.

Total Procurement* during the financial year 2022-23 by your Company & its subsidiaries stands at Rs. 10,801.68 crore.

*Excluding Primary fuel, Secondary fuel, steel, cement, project procurement including Renovation & Modernization and procurement from Original Equipment Manufacturer (OEM)/ Original Equipment Supplier (OES)/ Proprietary Article Certificate (PAC) as per Order of the Development Commissioner, Ministry of MSME vide letter No. F. No. 21(9)/2017-MA(Pt-I) (E- 17230) dated 31.08.2021.

Symposium/conference on health issues for employees:

Occupational health and safety at workplace is one of the prime concerns for your company. The utmost importance is given to provide safe working environment and to inculcate safety awareness among the employees. There were a total of 9 different conferences and symposiums organized on health-related issues and awareness for your Company employees and their families during the financial year.

SAP based Safety Framework: Your Company has implemented a SAP based Safety Framework in all your Company Coal based operating stations during Financial year 2022-23. This ensures implementation of a uniform and evidence-based safety management system across all stations. It triggers auto generated orders for uploading evidence of compliance (in central repository) for mandatory safety activities as per defined set of expectations for different roles and functions. It enables the executives with ease of tracking, monitoring and auditing the safety system of the plants in a seamless manner.

Your Company has been rated Excellent under GoI MoU for 25 years since 1994-95.

21.28 Proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under review, no application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2022-23.

21.29 One-time Settlement and Valuation

During the financial year 2022-23, no event has taken place that give rise to reporting of details w. r.t. difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions.

21.30 Other Information

Information on Number of Meetings of the Board held during the year, composition of committees of the Board and their meetings held during the year, a chart or a matrix setting out the skills/expertise/ competence of the board of directors, Total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part, Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32(7A), if any, establishment of vigil mechanism/ whistle blower policy and web-links for familiarization/ training policy of directors, Policy on Materiality of Related Party Transactions and also on Dealing with Related Party Transactions and Policy for determining Material Subsidiaries have been provided in the Report on Corporate Governance, which forms part of the Directors Report at Annex-II

21.31 Para on development of risk management policy including therein the elements of risks are given elsewhere in the Annual Report.

21.32 Your Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively.

21.33 No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

The Particulars of annexure forming part of this report areas are as under:

Particulars Annexure
Management Discussion & Analysis I
Report on Corporate Governance II
Information on conservation of energy, technology absorption and foreign exchange earnings and outgo III
Statistical information on persons belonging to Scheduled Caste / Scheduled Tribe categories IV
Information on Differently Abled persons V
Annual Report on CSR Activities VI
Project Wise Ash produced and utilized VII
Disclosure of Related Party Transactions in Form AOC-2 VIII
Business Responsibility & Sustanability Report for the year 2022-23 IX
Secretarial Audit Report in Form MR-3 X

22. Integrated report

Your Company being one of the top companies in the country in terms of market capitalization, has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well informed decisions and have a better understanding of the Companys long-term perspective. This Report also touches upon aspects such as organizations strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.

23. Change in Board of directors & Key Managerial Personnel (KMP)

Shri Shivam Srivastava has been appointed as Director (Fuel) w.e.f. 30th April 2023.

Shri C K Mondol ceased to be Director (Commercial) of the Company w.e.f. 31st January 2023 on attaining the age of his superannuation.

Ms. Nandini Sarkar ceased to be the Company Secretary on 30th September 2022 consequent upon her superannuation. Shri Arun Kumar was appointed as Company Secretary & Compliance Officer w.e.f. 29th October 2022.

The Board wishes to place on record its deep appreciation for the valuable services rendered by Shri C K Mondol during his association with the Company.

The Board welcomes Shri Shivam Srivastava on the Board of your Company.

24. Material changes and commitments affecting financial position between the end of the financial year and date of the report

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

25. Directors responsibility statement

As required under Section 134(3)(c) & 134(5) of the Companies Act, 2013, your Directors state that:

1. in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2023 and of the profit of the company for the year ended on that date;

3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. the Directors had prepared the Annual Accounts on a going concern basis;

5. the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

6. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. Acknowledgement

The Directors of your Company acknowledge with deep sense of appreciation, the co-operation received from the Government of India, particularly the Prime Ministers Office, Ministry of Power, Ministry of New & Renewable Energy, Ministry of Finance, Ministry of Environment, Forests & Climate Change, Ministry of Coal, Ministry of Petroleum & Natural Gas, Ministry of Railways, Ministry of Corporate Affairs, Ministry of Labour and Employment, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs, GST authorities, Department of Public Enterprises, Department of Investment and Public Asset Management, Central Electricity Authority, Central Electricity Regulatory Commission, Comptroller & Auditor General of India, Appellate Tribunal for Electricity, State Governments, Regional Power Committees, State Utilities, Stock exchanges, Governments of various countries and Office of the Attorney General of India without whose active support, the achievements of the Company during the year under review would not have been possible.

The Directors of your Company also convey their gratitude to the shareholders, various international and Indian Banks and Financial Institutions for the confidence reposed by them in the Company.

The Board also appreciates the contribution of contractors, vendors and consultants in the implementation of various projects of the Company.

We also acknowledge the constructive suggestions received from the Office of Comptroller & Auditor General of India, Statutory Auditors and Cost Auditors.

The Board appreciates the contribution of contractors, vendors and consultants in the implementation of various projects of the Company.

Furthermore, our heartfelt appreciation for the untiring efforts and contributions made by the NTPCs family at all levels to ensure that the company continues to grow and excel.

For and on behalf of the Board of Directors
(Gurdeep Singh)
Chairman & Managing Director
Place: New Delhi
Date: 29th July, 2023