NTPC Limited — Audit Report / Information 2020

Jun 30, 2020

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NTPC Limited (A Government of India Enterprise)

CORPORATE CENTRE

Ref. No.:01/ FA/ISD/Compliance/2019-20

Dated: 30.06.2020

	Manager Listing Department National Stock Exchange of India Ltd. Exchange Plaza Bandra Kurla Complex, Bandra(E) Mumbai-400 051 Fax No: 022 -26598237/26598238/66418125/ 66418126 Email: - cmlist@nse.co.in	General Manager Department of Corporate Services BSE Limited Floor 25, Phiroze Jeejeebhoy Towers Dalal Street Mumbai-400 001 Fax No: 022 -22721072/22722037/22722039/ 22722041/22722161/22723577 Email: - corp.relations@bseindia.com

Sub: Disclosure of Related Party Transactions

Dear Sir,

In terms of Regulation 23(9) of SEBI (LODR) Regulations, 2015 please find enclosed related party transactions of NTPC Limited on standalone and consolidated basis, for the period ending 31.03.2020.

Yours faithfully,

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(Aditya Dar) Chief General Manager (Finance)

Registered Office : NTPC Bhawan, SCOPE Complex, 7, Institutional Area. Lodi Road, New Delhi-110003 Corporate Identification Number : L40101DL1975GOI007966, Telephone No. -01124387333, Fax : 011-24361018, E-mail : isd@ntpc.co.in Website : www.ntpc.co.in

NTPC Limited

Related Party Disclosures - 31 March 2020 - Standalone

Disclosure as per Ind AS 24 'Related Party Disclosures'

• a) List of related parties:

i) Subsidiary companies:

1. Bhartiya Rail Bijlee Company Ltd.

2. Kanti Bijlee Utpadan Nigam Ltd.

3. NTPC Vidyut Vyapar Nigam Ltd.

4. NTPC Electric Supply Company Ltd.

5. Patratu Vidyut Utpadan Nigam Ltd.

6. Nabinagar Power Generating Company Ltd. (Joint venture company upto 29 June 2018)

7. NTPC Mining Ltd. (w.e.f. 29 August 2019)

8. THDC India Ltd. (w.e.f. 27 March 2020)

9. North Eastern Electric Power Corporation Ltd. (w.e.f. 27 March 2020)

ii) Joint ventures companies:

1. Utility Powertech Ltd.

2. NTPC-GE Power Services Private Ltd.

3. NTPC-SAIL Power Company Ltd.

4. NTPC Tamil Nadu Energy Company Ltd.

5. Ratnagiri Gas & Power Private Ltd.

6. Aravali Power Company Private Ltd.

7. NTPC BHEL Power Projects Private Ltd.

8. Meja Urja Nigam Private Ltd.

9. Transformers and Electricals Kerala Ltd.

10. National High Power Test Laboratory Private Ltd.

11. Energy Efficiency Services Ltd.

12. CIL NTPC Urja Private Ltd.

13. Anushakti Vidhyut Nigam Ltd.

14. Hindustan Urvarak & Rasayan Ltd.

15. Konkan LNG Ltd. (previously Konkan LNG Private Ltd.)

16. Trincomalee Power Company Ltd.

17. Bangladesh-India Friendship Power Company Private Ltd.

Joint venture company of NEEPCO, a Subsidiary of the Company

1. KSK Dibbin Hydro Power Private Ltd

iii) Key Management Personnel (KMP): Whole Time Directors

Whole Time Directors
Mr. Gurdeep Singh	Chairman and Managing Director
Mr. A.K.Gupta	Director (Commercial)
Mr. Prakash Tiwari	Director (Operations)
Mr. A.K.Gautam1	Director (Finance)	W.e.f. 18 October 2019
Mr. Saptarshi Roy	Director (Human Resources)	Upto 31 March 2020
Mr. S.K.Roy	Director (Projects)	Upto 30 November 2019
Mr. P.K.Mohapatra	Director (Technical)	Upto 31 July 2019
Mr. K.Sreekant2	Director (Finance)	W.e.f. 29 March 2018 to 2 November 2018 and W.e.f. 12
		February 2019 to 12 August 2019
Independent Directors
Dr.Gauri Trivedi	Non-executive Director	Upto 15 November 2019
Mr. Seethapathy Chander	Non-executive Director	Upto 12 June 2019
Mr. M.P.Singh	Non-executive Director
Mr. Pradeep Kumar Deb	Non-executive Director
Mr. Shashi Shekhar	Non-executive Director
Mr. Subhash Joshi	Non-executive Director
Mr. Vinod Kumar	Non-executive Director
Dr. K.P.K.Pillay	Non-executive Director	W.e.f. 30 July 2018
Dr. Bhim Singh	Non-executive Director	W.e.f. 30 July 2018

Government Nominee Directors

Mr. Vivek Kumar Dewangan Non-executive Director W.e.f. 28 April 2018 Mr. Ashish Upadhyaya Non-executive Director W.e.f. 22 January 2020 Ms. Archana Agarwal Non-executive Director W.e.f. 7 August 2018 upto 22 April 2019 Mr. Aniruddha Kumar Non-executive Director Upto 30 July 2018 Chief Financial Officer and Company Secretary Mr. Sudhir Arya Chief Financial Officer Upto 30 July 2019 Ms. Nandini Sarkar Company Secretary W.e.f. 1 August 2018 Mr. K.P.Gupta Company Secretary Upto 31 July 2018

1. Chief Financial Officer w.e.f. 1 August 2019

2. Holding additional charge, in addition to Director (Finance), Power Grid Corporation of India Ltd.

iv) Post employment benefit plans:

• 1.NTPC Limited Employees Provident Fund

2.NTPC Employees Gratuity Fund

3.NTPC Post Retirement Employees Medical Benefit Fund

• 4.NTPC Limited Defined Contribution Pension Trust

v) Entities under the control of the same government:

The Company is a Central Public Sector Undertaking (CPSU) controlled by Central Government by holding majority of shares. Pursuant to Paragraph 25 and 26 of Ind AS 24, entities over which the same government has control or joint control of, or significant influence, then the reporting entity and other entities shall be regarded as related parties. Transactions with these parties are carried out at market terms at arm length basis. The Company has applied the exemption available for government related entities and have made limited disclosures in the financial statements. Such entities with which the Company has significant transactions include but not limited to Coal India Ltd., Singareni Coalfields Ltd., GAIL (India) Ltd., BHEL Ltd., SAIL Ltd., Indian Oil Corporation Ltd., Bharat Petroleum Corporation Ltd.

vi) Others:

1. NTPC Education and Research Society

2. NTPC Foundation

b) Transactions with the related parties are as follows:

||Crore|Crore|Crore|Crore|
|---|---|---|---|---|
|Particulars|Subsidiary Companies||Joint venture Companies||
||For theyear ended||For theyear ended||
||31 March 2020|31 March 2019|31 March 2020|31 March 2019|
|i) Sales/purchase of goods and services|||||
|- Contracts for works/services for services received
bythe Company|-|-|1,286.34|1,381.41|
|- Contracts for works/services for services provided
bythe Company|45.41|43.34|41.55|37.33|
|- Sale/purchase ofgoods|2,134.29|1,795.27|38.77|92.47|
|ii)Sales/purchase of assets|0.50|4.30|3.26|14.34|
|iii)Deputation of employees|125.66|62.06|223.34|199.87|
|iv)Dividend received|-|20.00|205.60|99.39|
|v)Equitycontributions made|846.90|698.69|970.57|222.69|
|vi)Loansgranted|143.00|30.00|12.40|-|
|vii)Interest on loan|24.18|24.30|0.79|0.60|
|viii)Guarantees received|-|-|18.01|13.99|

|Crore|Crore|`Crore|
|---|---|---|
|Particulars|For the year ended
31 March 2020|For the year ended
31 March 2019|
|Transactions withpost employment benefitplans|||
|- Contributions made duringtheyear|824.28|852.01|
|Compensation to Key managementpersonnel|||
|- Short term employee benefits|5.07|7.93|
|- Post employment benefits|0.13|0.15|
|- Other longterm benefits|0.27|0.33|
|- Termination benefits|1.51|0.35|
|- Sittingfee|0.73|0.73|
|Total compensation to keymanagementpersonnel|7.71|9.49|

` Crore

||||Crore|Crore|
|---|---|---|---|---|
|Transactions with the relatedparties under the control of the samegovernment:|||||
|Sl. No.|Name of the Company|Nature of transaction by the Company|For the year ended
31 March 2020|
For the year
ended
31 March 2019|
|1|Bharat Coking Coal Ltd.|Purchase of coal|1,830.89|1,248.12|
|2|Central Coalfields Ltd.||4,331.63|2,906.89|
|3|Eastern Coalfields Ltd.||9,545.38|7,979.87|
|4|Mahanadi Coalfields Ltd.||4,691.21|4,464.44|
|5|Northern Coalfields Ltd.||9,895.57|9,429.26|
|6|South Eastern Coalfields Ltd.||4,903.98|5,328.59|
|7|Western Coalfields Ltd.||1,035.50|572.32|
|8|Coal India Ltd.||33.96|288.81|
|9|Singareni Collieries CompanyLtd.||5,855.21|6,854.74|
|10|Bharat Heavy Electricals Ltd.|Purchase
of
equipment
and
erection
services|1,004.40|2,245.50|
|||Purchase of spares|482.12|565.69|
|||Receipt of maintenance services|1,102.75|1,048.25|
|11|GAIL (India) Ltd.|Purchase of naturalgas|2,226.82|2,304.37|
|12|Indian Oil Corporation Ltd.|Purchase of oilproducts|1,058.86|683.17|
|13|Bharat Petroleum Corporation Ltd.|Purchase of natural gas and oil products|260.67|203.36|
|14|Steel Authorityof India Ltd.|Purchase of steel and ironproducts|237.15|202.21|
|15|REC Ltd.|Consultancy
services
provided
by
the
Company|40.29|0.69|
|16|RITES Ltd|Receipt of maintenance services|631.91|1,085.81|
|17|Other entities|Purchase
of
equipment
and
erection
services|365.55|209.94|
|||Purchase of spares|35.02|31.25|
|||Receipt of maintenance services|273.89|345.30|
|||Consultancy and other services provided by
the Company|52.87
|42.39|
|||`Crore|||
|Transactions with others listed at (a)(vi) above||For the year ended
31 March 2020|For the year ended
31 March 2019||
|- Contracts for works/services for services received
by the Company||60.88|12.43||

c) Outstanding balances with related parties are as follows:

Outstanding balances with related parties are as follows:	Outstanding balances with related parties are as follows:	Outstanding balances with related parties are as follows:
`Crore
Particulars	As at 31 March 2020	As at 31 March 2019
Amount recoverable towards loans from
- Subsidiarycompanies	193.00	177.50
- Joint venture companies	19.09	6.00
- Keymanagementpersonnel	0.03	0.12
- Others	0.60	0.60
Amount recoverable other than loans from
- Subsidiarycompanies	579.59	436.84
- Joint venture companies	109.33	99.70
- Post employment benefitplans	37.42	77.20
- Others	0.42	0.14
Amountpayable to
- Joint venture companies	382.28	409.57
- Post employment benefitplans	230.54	132.18

d) Individually significant transactions

Individually significant transactions	Individually significant transactions	Individually significant transactions	Individually significant transactions
`Crore
Particulars	Nature of relationship	For the year ended 31 March 2020	For the year ended 31 March 2019
Contracts for works/services for services received by the Company
UtilityPowertech Ltd.	Joint Venture Company	1,099.16	1,006.00
NTPC BHEL Power Projects Private Ltd.	Joint Venture Company	99.28	137.34
NTPC-GE Power Services Private Ltd.	Joint Venture Company	79.35	223.51
Contracts for works/services for services provided by the Company
Patratu Vidyut Utpadan Nigam Ltd.	SubsidiaryCompany	20.82	26.26
NTPC Vidyut Vyapar Nigam Ltd.	Subsidiary Company	10.86	4.57
Nabinagar Power GeneratingCompanyLtd.	Subsidiary Company	8.69	6.46
NTPC SAIL Power CompanyLtd	Joint Venture Company	14.18	11.10
Meja Urja Nigam Private Limited	Joint Venture Company	12.05	13.10
Sale ofgoods
NTPC Vidyut Vyapar Nigam Ltd.	SubsidiaryCompany	1,873.19	1,795.27
Nabinagar Power GeneratingCompanyLtd.	SubsidiaryCompany	260.20	-
Purchase ofgoods
EnergyEfficiencyServices Ltd.	Joint Venture Company	38.01	41.68
Dividend received
NTPC-SAIL Power CompanyLtd.	Joint Venture Company	50.00	20.00
Aravali Power CompanyPrivate Ltd.	Joint Venture Company	146.83	71.65
NTPC Vidyut Vyapar Nigam Ltd.	SubsidiaryCompany	-	20.00
EnergyEfficiencyServices Ltd.	Joint Venture Company	4.47	4.01
UtilityPowertech Ltd.	Joint Venture Company	4.00	3.50
NTPC-GE Power Services Private Ltd.	Joint Venture Company	0.30	0.23
Equity contributions made
Bhartiya Rail Bijlee CompanyLtd.	SubsidiaryCompany	53.00	121.59
Kanti Bijlee Utpadan Nigam Ltd.	SubsidiaryCompany	100.00	75.00
Patratu Vidyut Utpadan Nigam Ltd.	SubsidiaryCompany	264.00	110.00
Nabinagar Power GeneratingCompanyLtd.	SubsidiaryCompany	429.85	392.10
Meja Urja Nigam Private Ltd.	Joint Venture Company	262.31	110.00
EnergyEfficiencyServices Ltd.	Joint Venture Company	218.11	-
NTPC MiningLtd	SubsidiaryCompany	0.05	-
Bangladesh-India FriendshipPower Company	Joint Venture Company	166.89	-
NTPC-Tamil Nadu EnergyCompanyLtd.	Joint Venture Company	12.50	5.62
Hindustan Urvarak & Rasayan Ltd.	Joint Venture Company	310.76	107.07
Loansgranted
Kanti Bijlee Utpadan Nigam Ltd.	SubsidiaryCompany	83.00	30.00
NTPC Vidyut Vyapar Nigam Ltd.	Subsidiary Company	60.00	-
National High Power Test LaboratoryPrivate Ltd.	Joint Venture Company	12.40	-
Guarantees received
UtilityPowertech Ltd.	Joint Venture Company	17.80	13.60
NTPC-GE Power Services Private Ltd.	Joint Venture Company	0.21	0.39

e) Terms and conditions of transactions with the related parties

• i) Transactions with the related parties are made on normal commercial terms and conditions and at arm length price.

• ii) The Company is assigning jobs on contract basis, for sundry works in plants/stations/offices to M/s Utility Powertech Ltd. (UPL), a 50:50 joint venture between the Company and Reliance Infrastructure Ltd. UPL inter-alia undertakes jobs such as overhauling, repair, refurbishment of various mechanical and electrical equipment of power stations. The Company has entered into Power Station Maintenance Agreement with UPL from time to time. The rates are fixed on cost plus basis after mutual discussion and after taking into account the prevailing market conditions.

iii) The Company is seconding its personnel to subsidiary and joint venture companies as per the terms and conditions agreed between the companies, which are similar to those applicable for secondment of employees to other companies and institutions. The cost incurred by the Company towards superannuation and employee benefits are recovered from these companies.

iv)	Loans granted to subsidiaries and joint venture companies are detailed below:	Loans granted to subsidiaries and joint venture companies are detailed below:	Loans granted to subsidiaries and joint venture companies are detailed below:	Loans granted to subsidiaries and joint venture companies are detailed below:	Loans granted to subsidiaries and joint venture companies are detailed below:	Loans granted to subsidiaries and joint venture companies are detailed below:	Loans granted to subsidiaries and joint venture companies are detailed below:
	Sl. No.	Name of the subsidiary (S)/joint venture (JV) company	Loan granted (Amount in ` crore)	Rate of interest (p.a.)	Repayment schedule	Purpose	Year of grant of loan
	1	Kanti Bijlee Utpadan Nigam Ltd. (S)	121.00	10% (quarterly rest)	The loan has been fully repaid / adjusted during the year.	To facilitate progress of ongoing expansion and meeting debt service requirements.	2016-17
			193.00	10% (quarterly rest)	Repayable in six equal semi-annual installments from 30 September 2020.	To sustain ongoing operation activities and meet debt servicing requirements.	2017-18
			150.00	10% (quarterly rest)	Repayable in six equal quarterly installments from 31 December 2021. Loan not yet drawn till 31 March 2020.	For loan repayment , interest payment and to discharge statutory obligations.	2019-20
	2	Patratu Vidyut Utpadan Nigam Ltd. (S)	50.00	10% (quarterly rest)	The loan has been fully repaid / adjusted during the year.	To sustain ongoing O&M and R&M activities.	2016-17
	3	National High Power Test Laboratory Private Ltd. (JV)	18.40	10% (quarterly rest)	Principal and interest repayable in twenty semi-annual installments from 30 September 2022 .	For repayment of loans / contractual obligations	2019-20
	4	NTPC Vidyut Vypar Nigam Ltd. (S)	90.00	10 % (quarterly rest)	Out of the loan granted, an amount of ` 60.00 Crore was paid which has been fully repaid / adjusted during the year.	For meeting short term working capital requirement	2019-20

v) Consultancy services provided by the Company to subsidiary and joint venture companies are generally on nomination basis at the terms, conditions and principles applicable for consultancy services provided to other parties.

vi) Outstanding balances of subsidiary and joint venture companies at the year-end are unsecured and settlement occurs through banking transaction. These balances other than loans are interest free. The Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken in each financial year through examining the financial position of the related party and the market in which the related party operates.

f) Restrictions on disposal of investment and commitmment towards further investments in the subsidiary and joint venture companies

i) In respect of investments of **19,799.92 crore** including share application money pending allotment of 197.28 crore (31 March 2019: 7,453.08 crore including share application money pending allotment of 121.59 crore) in subsidiary companies, the Company has restrictions for their disposal as at 31 March 2020 as under:

` Crore

|||Crore|Crore|
|---|---|---|---|
|Name of the Subsidiary|Period of restrictions for disposal of investments as per
related agreements|Amount invested as at||
|||31 March 2020|31 March 2019|
|Bhartiya Rail Bijlee Company
Ltd.|
5 years from the date of commercial operation of the last unit of
the project.|1,774.12|1,721.13|
|Kanti Bijlee Utpadan Nigam
Ltd.|
5 years from the date of commercial operation. Further, as per
loan agreement, minimum equity of 51% shall be maintained at
all times until final settlement of loan i.e., 4 years moratorium
period and subsequently 11 years for repayment.|1,610.67|1,510.67|
|Patratu Vidyut Utpadan Nigam
Ltd.|5 years from the date of signing of agreement or till the date of
commercial operation of the last new unit of Phase-I, whichever
is later.|498.12|234.12|
|Nabinagar Power Generating
Company Ltd.|
NTPC shall not transfer/assign or pledge shares until final
settlement of loan i.e. 5 years moratorium and subsequently 15
years for repayment.|4,417.01|3,987.16|
|THDC India Ltd.|Save and except with prior written consent of GOI, NTPC shall
not take any action that may result in shareholding in the
subsidiary falling below 51% and shall not take any action that
may result in the subsidiary ceasing to be a government
company.|7,500.00|-|
|North Eastern Electric Power
Corporation Ltd.|Save and except with prior written consent of GOI, NTPC shall
not take any action that may result in shareholding / or total
voting power in the subsidiary falling below 51% and shall not
take any action that may result in the subsidiary ceasing to be a
government company. Further, NTPC shall continue to hold
100% of paid up capital and voting power in the subsidiary till
all amounts repayable under the loan agreement executed
between the subsidiary and KfW are repaid.|4,000.00|-|
|Total||19,799.92|7,453.08|

ii) In respect of investments of **2,904.47 crore** including share application money pending allotment of Nil (31 March 2019: 2,164.50 crore including share application money pending allotment of 60.00 crore) in the joint venture companies, the Company has restrictions for their disposal as at 31 March 2020 as under:

Name of the Joint Venture Company	Period of restrictions for disposal of investments as per related agreements	Amount invested as at	Amount invested as at
		31 March 2020	31 March 2019
Transformers and Electricals Kerala Ltd.	3 years from the date of acquisition (i.e.19.06.2009) or upgradation capacity enhancement scheme whichever is later.	31.34	31.34
NTPC BHEL Power Projects Private Ltd.	3 years from the date of completion of first EPC contract of single order value of not less than `500 crore or till further such time as mutually agreed.	50.00	50.00
National High Power Test Laboratory Private Ltd.	5 years from the date of incorporation (i.e. 22.05.2009) or completion of project whichever is later.	30.40	30.40
CIL NTPC Urja Private Ltd.	5 years from the date of incorporation (i.e. 27.04.2010) or commercial operation whichever is later.	0.08	0.08
Trincomalee Power Company Ltd.	12 years from the initial operation date.	15.20	15.20
Bangladesh-India Friendship Power CompanyPrivate Ltd.	15 years from the date of commercial operation date.	444.72	277.83
Meja Urja Nigam Private Ltd.	5 years from the date of incorporation (i.e. 02.04.2008) or commercial operation whichever is later.	1,581.64	1,319.33
Hindustan Urvarak and Rasayan Ltd.	(a) 5 years from the date of incorporation (15.06.2016) or 2 years from commercial operation date of any one of the proposed projects at Sindri, Gorakhpur and Barauni or date of allotment of shares for first time, whichever is later. (b) As per Sponsors Support undertaking , NTPC shall jointly and severally with the other sponsors provide additional funds to meet all cost overrun incurred/to be incurred in relation to the Project. Further, NTPC shall jointly with the other sponsors, retain 51% of total equity share capital of the JV and management control until the final settlement date of the loan facility (door to door tenure of 15 years).	751.09	440.32
Total		2,904.47	2,164.50

iii) The Company has commitments of **4,487.78 crore** (31 March 2019: 4,438.76 crore) towards further investment in the subsidiary companies as at 31 March 2020.

iv) The Company has commitments of **2,900.40 crore** (31 March 2019: 3,504.83 crore) towards further investment in the joint venture entities as at 31 March 2020.

v) The Company has commitments of bank guarantee of 0.50% of total contract price to be undertaken by NTPC-BHEL Power Projects Private Ltd. ( a joint venture company) to a cumulative amount of **75.00 crore** (31 March 2019: 75.00 crore).

vi) The Company has agreed to provide unconditional and irrevocable financial support to NTPC GE Power Services Ltd. (a joint venture company) for meeting financial qualifying requirement for execution of Flue Gas De-sulfurisation (FGD) projects in India. Such support shall be provided by way of Letter of Undertaking to a cumulative exposure up to the award value of the contract(s) not exceeding 600.00 Crore and cumulative exposure of the Company, in proportion to shareholding, would not exceed 300.00 Crore (31 March 2019: ` Nil).

NTPC Limited

Related Party Disclosures - 31 March 2020 - Consolidated

Disclosure as per Ind AS 24 'Related Party Disclosures'

• a) List of Related parties: i) Joint venture companies:

• Utility Powertech Ltd.

• NTPC-GE Power Services Private Ltd.

• NTPC-SAIL Power Company Ltd.

• NTPC Tamil Nadu Energy Company Ltd.

• Ratnagiri Gas & Power Private Ltd.

• Aravali Power Company Private Ltd.

• NTPC BHEL Power Projects Private Ltd.

• Meja Urja Nigam Private Ltd.

• Transformers and Electricals Kerala Ltd.

• National High Power Test Laboratory Private Ltd.

• Energy Efficiency Services Ltd.

• CIL NTPC Urja Private Ltd.

• Anushakti Vidhyut Nigam Ltd.

• Hindustan Urvarak & Rasayan Ltd.

• Konkan LNG Ltd. (previously Konkan LNG Private Ltd.)

• Trincomalee Power Company Ltd.

• Bangladesh-India Friendship Power Company Private Ltd.

Joint venture company of NEEPCO, a Subsidiary of the Company

1. KSK Dibbin Hydro Power Private Ltd

ii) Key Management Personnel (KMP):

Parent Company: Whole Time Directors

Mr. Gurdeep Singh Chairman and Managing Director Mr. A.K.Gupta Director (Commercial) Mr. Prakash Tiwari Director (Operations) Mr. A.K.Gautam[1] Director (Finance) W.e.f. 18 October 2019 Mr. Saptarshi Roy Director (Human Resources) Upto 31 March 2020 Mr. S.K.Roy Director (Projects) Upto 30 November 2019 Mr. P.K.Mohapatra Director (Technical) Upto 31 July 2019 Mr. K.Sreekant[2] Director (Finance) W.e.f. 29 March 2018 to 2 November 2018 and W.e.f. 12 February 2019 to 12 August 2019 Independent Directors Dr.Gauri Trivedi Non-executive Director Upto 15 November 2019 Mr. Seethapathy Chander Non-executive Director Upto 12 June 2019 Mr. M.P.Singh Non-executive Director Mr. Pradeep Kumar Deb Non-executive Director Mr. Shashi Shekhar Non-executive Director Mr. Subhash Joshi Non-executive Director Mr. Vinod Kumar Non-executive Director Dr. K.P.K.Pillay Non-executive Director W.e.f. 30 July 2018 Dr. Bhim Singh Non-executive Director W.e.f. 30 July 2018 Government Nominee Directors Mr. Vivek Kumar Dewangan Non-executive Director W.e.f. 28 April 2018 Mr. Ashish Upadhyaya Non-executive Director W.e.f. 22 January 2020 Ms. Archana Agarwal Non-executive Director W.e.f. 7 August 2018 upto 22 April 2019 Mr. Aniruddha Kumar Non-executive Director Upto 30 July 2018 Chief Financial Officer and Company Secretary Mr. Sudhir Arya Chief Financial Officer Upto 30 July 2019 Ms. Nandini Sarkar Company Secretary W.e.f. 1 August 2018 Mr. K.P.Gupta Company Secretary Upto 31 July 2018

1. Chief Financial Officer w.e.f. 1 August 2019

2. 2.Holding additional charge, in addition to Director (Finance), Power Grid Corporation of India Ltd.

Subsidiary Companies: 1. NTPC Vidyut Vyapar Nigam Ltd. Shri A.K. Gupta Chairman Shri P.K. Mohapatra Chairman Shri A.K. Gupta Chairman Shri Pramod Kumar Director Shri C.V. Anand Director Ms A. Satyabhama Director Shri A.K. Gautam Director Ms Nandini Sarkar Director Shri Rajnish Bhagat Director Shri A. K. Garg CEO Shri A.K. Juneja CEO Shri Rajnish Bhagat CEO Shri A.K. Poddar CEO Shri Mohit Bhargava CEO Shri Kumar sanjay CFO Shri Nitin Mehra Company Secretary

Upto 29/06/2018 W.e.f 29/06/2018 upto 31/07/2019 W.e.f 07/08/2019 Upto 30/11/2018 Upto 09/10/2019 Upto 31/07/2018 W.e.f. 03/12/2018 W.e.f. 03/08/2018 W.e.f. 11/10/2019 Up to 14/06/2018 W.e.f 03/08/2018 up to 13/08/2018 W.e.f 11/09/2018 up to 03/06/2019 W.e.f 18/07/2019 up to 31/12/2019 W.e.f 16/01/2020

2. NTPC Electric Supply Company Ltd.

Mr. Saptarshi Roy Chairman & Director Mr. Sudhir Arya Director Mr. Praveen Saxena Director Mr. Rajendra Mohan Arya Director

1. Kanti Bijlee Utpadan Nigam Ltd. Shri Prakash Tiwari Chairman (Non-Executive) Shri P. Amrit Non-Executive Director Shri R. Lakshmanan Non-Executive Director Shri Ajay Dua Non-Executive Director Shri M.P. Sinha Non-Executive Director Mrs. Sangeeta Bhatia Non-Executive Director Shri S. Narendra Non-Executive Director Miss Shoba Pattabhiraman Non-Executive Director Shri P.K. Sinha Chief Executive Officer Shri S. Gaurishankar Chief Executive Officer Shri U. Banerjee Chief Executive Officer Shri Subrata Mandal Chief Executive Officer Shri V.K.Mittal Chief Finance Officer Mrs.Ruchi Aggarwal Company Secretary

Upto 31 March 2020 Upto 29 July 2019

W.e.f.28 August 2019

Upto 16 August 2018 Upto 16 August 2018

Upto 27 April 2018 Upto 9 October 2019 W.e.f. 4 May 2018 W.e.f 1 November 2019 Upto 21 July 2018 W.e.f 22 July 2018 upto 17 August 2018 W.e.f 17 August 2018 upto 17 February 2020 W.e.f 18 February 2020

Upto 16 March 2020

4.Bhartiya Rail Bijlee Company Limited

Shri A.K. Gupta Non-executive Director Shri S. Narendra Non-executive Director Shri R.K. Jain Non-executive Director Ms. Renu Narang Non-executive Director Ms. Sangeeta Bhatia Non-executive Director Shri Sudhir Garg Non-executive Director Shri Shalabh Goel Non-executive Director Shri K.S. Garbyal Non-executive Director Shri M.P. Sinha Non-executive Director Shri C Sivakumar Chief Executive Officer Shri Manoj Srivastava Chief Finance Officer Shri Vishal Garg Company Secretary

W.e.f. 23 May 2018 W.e.f. 16 July 2018 W.e.f. 19 November 2019 Upto 31 August 2019 Upto 9 February 2018 Upto 15 June 2018 Upto 31 January 2018 Upto 27 April 2018

5.Patratu Vidyut Utpadan Nigam Ltd.

Mr. Saptarshi Roy Chairman Mr. S. K. Roy Director & Chairman

Mr. P. K. Mohapatra Director Mr. L. Khiangte, IAS Director Mr. Avnish Srivastava Director Ms. Nandini Sarkar Director Mr. G. Venu Director

Upto 25 June 2018 and w.e.f 23 January 2020 upto 31 March 2020

As chairman w.e.f. 18 July 2018 (as Director w.e.f. 29 November 2017) upto 30 November 2019 Upto 30 April 2018 W.e.f. 20 November 2019 W.e.f. 15 October 2019 W.e.f. 15 October 2019 W.e.f. 21 May 2018 Upto 21 August 2018

Mr. T. R. Datta Director Mrs. Sangeeta Bhatia Director Dr. Nitin Madan Kulkarni, IAS Director Ms. Vandana Dadel, IAS Director Mr. A. K. Sinha CEO Mr. Sudarsan Chakrabarti CEO Mr. A. K. Acharya CFO Mr. Sipan K. Garg Company Secretary

W.e.f. 18 July 2018 Upto 31 July 2019 W.e.f. 23 August 2018 Upto 31 August 2019 Upto 31 October 2018 W.e.f. 21 November 2018 Upto 7 November 2019 Upto 25 July 2018 W.e.f. 2 August 2018

6. Nabinagar Power Generating Company Ltd.

Shri A. K. Gupta Chairman Shri Sudhir Arya Non-Executive Director Smt Sangeeta Bhatia Non-Executive Director Shri C.V.Anand Non-Executive Director Ms.Alka Saigal Non-Executive Director Shri S. Narendra Non-Executive Director Shri Balaji Iyengar Chief Executive Officer Shri M.K.S.Rajput Chief Executive Officer Shri Vijai Singh Chief Executive Officer Shri M.K.Singh Chief Financial Officer Shri S.K.Rath Chief Financial Officer Shri Manish Kumar Company Secretary

Upto 29.07.2019 Upto 9.10.2019 W.e.f. 30.07.2019 W.e.f. 06.11.2019 W.e.f. 04.05.2018 Upto 13.04.2019 W.e.f. 13.04.2019 upto 14.05.2019 W.e.f. 14.05.2019 W.e.f. 12.09.2018 upto 14.05.2019 W.e.f. 14.05.2019

1. NTPC Mining Ltd.

Shri A. K. Gupta Shri Parth Mazumdar Shri Aditya Dar

Chairman Non-Executive Director Non-Executive Director

8. THDC India Ltd.

Shri D V Singh Shri Vijay Goel Shri J. Behera Shri R K Bishnoi Shri H L Arora Ms. Rashmi Sharma

Chairman & Managing Director Director (Personnel) Director (Finance) Director (Technical) Director (Technical) Company Secretary

W.e.f. 16 August 2019 W.e.f. 1 September 2019 Upto 31 August 2019

9. North Eastern Electric Power Corporation Ltd.

Shri V K Singh Chairman & Managing Director Shri A G West Kharkongor Chairman & Managing Director Shri V K Singh Director (Technical) Shri M Shiva Shunmuganathan Director (Finance) Shri Anil Kumar Director (Personnel)

W.e.f. 1 September 2019 Upto 31 August 2019

iii) Post Employment Benefit Plans:

1.NTPC Limited Employees Provident Fund

2.NTPC Employees Gratuity Fund

• 3.NTPC Post Retirement Employees Medical Benefit Fund

• 4.NTPC Limited Defined Contribution Pension Trust

• 5.THDC Employees Provident Fund Trust

6.THDCIL Employees Defined Contribution Superannuation Pension Trust

• 7.THDCIL Post Retirement Medical Facility Fund Trust

8.NEEPCO Employees Provident Fund Trust

9.NEEPCO Employees Defined Contribution Superannuation Scheme Trust

10.NEEPCO Employees Social Security Scheme Trust

11.NEEPCO Employees Group Gratuity Assurance Fund Trust

iv) Entities under the control of the same government:

The Parent company is a Central Public Sector Undertaking (CPSU) controlled by Central Government by holding majority of shares. Pursuant to Paragraph 25 and 26 of Ind AS 24, entities over which the same government has control or joint control of, or significant influence, then the reporting entity and other entities shall be regarded as related parties. Transactions with these parties are carried out at market terms at arm length basis. The Group has applied the exemption available for government related entities and have made limited disclosures in the financial statements. Such entities with which the Company has significant transactions include but not limited to Coal India Ltd., Singareni Coalfields Ltd., GAIL (India) Ltd., BHEL Ltd., SAIL Ltd., Indian Oil Corporation Ltd., Bharat Petroleum Corporation Ltd.

v) Others:

1. NTPC Education and Research Society

2. NTPC Foundation

b) Transactions with the related parties are as follows:

Transactions with the related parties are as follows:	Transactions with the related parties are as follows:
		`Crore
Particulars		Joint Venture Companies
		For theyear ended
		31 March 2020	31 March 2019
i)Sales/purchase ofgoods and services duringtheyear
- Contracts for works/services for services received bythe Group		1,346.57	1,430.91
- Contracts for works/services for servicesprovided bythe Group		41.55	37.33
- Purchase ofgoods		38.77	92.47
ii)Sales/purchase of assets		3.26	14.34
iii)Deputation of employees		223.34	199.87
iv)Dividend received		205.60	99.39
v)Equitycontributions made		970.57	222.69
vi)Loansgranted		12.40	-
vii)Interest on loan		0.79	0.60
viii)Guarantees received		18.01	13.99
		`Crore
Particulars	For the year ended 31 March 2020	For the year ended 31 March 2019
Transactions withpost employment benefitplans
- Contributions made duringtheyear	824.28	852.01
Compensation to Key managementpersonnel
- Short term employee benefits	15.54	18.44
- Post employment benefits	1.27	1.04
- Other longterm benefits	0.92	1.04
- Termination benefits	1.51	0.35
- Sittingfee	0.73	0.73
Total compensation to keymanagementpersonnel	19.97	21.60

` Crore

||||Crore|Crore|
|---|---|---|---|---|
|Transactions with the relatedparties under the control of the||samegovernment:|||
|Sl. No.|Name of the Company|Nature of transaction by the
company|For the year
ended
31 March 2020|

For the year
ended
31 March 2019|
|1|Bharat CokingCoal Ltd.|Purchase of coal|1,830.89|1,248.12|
|2|Central Coalfields Ltd||5,604.56|3,573.72|
|3|Eastern Coalfields Ltd||9,585.79|8,175.98|
|4|Mahanadi Coalfields Ltd||4,691.21|4,464.44|
|5|Northern Coalfields Ltd.||9,895.57|9,429.26|
|6|South Eastern Coalfields Ltd||4,903.98|5,328.59|
|7|Western Coalfields Ltd.||1,035.30|572.32|
|8|Singareni Collieries CompanyLtd.||5,855.21|6,854.74|
|9|Coal India Ltd.||33.96|288.81|
|10|Bharat Heavy Electricals Ltd.|Purchase of equipment & erection
services|2,357.17
|2,994.38|
|||Purchase of spares|482.12|565.69|
|||Receipt of maintenance services|1,102.75|1,048.25|
|11|GAIL (India) Ltd.|Purchase of naturalgas|2,226.82|2,304.37|
|12|Indian Oil Corporation Ltd.|Purchase of oilproducts|1,069.14|686.21|
|13|Bharat Petroleum Corporation Ltd.|Purchase of natural gas and oil
products|353.31|270.36|
|14|Steel Authority of India Ltd.|Purchase of steel and iron
products|251.18|232.98|
|15|Rural Electrification Corporation Ltd.|Consultancy services provided by
the Group|40.29
|0.69|
|16|Rites Ltd|Receipt of maintenance services|680.61|1,113.79|
|17|POSOCO|Open Access Booking|38.34|297.10|
|18|Power Grid Corporation of India Ltd.||37.40|6.07|
|19|Others||0.16|0.16|
|20|Damodar ValleyCorporation|Sale of Bilateral Energy|890.76|917.06|
|21|Other entities|Purchase of equipment & erection
services|370.41
|210.99|
|||Purchase of spares|35.02|32.03|
|||Receipt of maintenance services|581.04|607.76|
|||Consultancy and Other Services
provided by the Group|56.36|68.94|
|||Sale of Solar Energy|36.09|34.85|

|Crore|Crore|`Crore|
|---|---|---|
|Transactions with others listed at (a)(v) above|For the year ended
31 March 2020|

For the year ended
31 March 2019|
|- Contracts for works/services for services received by the
Group|60.88|12.43|

c) Outstanding balances with related parties are as follows:

Outstanding balances with related parties are as follows:	Outstanding balances with related parties are as follows:	Outstanding balances with related parties are as follows:
`Crore
Particulars	As at 31 March 2020	As at 31 March 2019
Amount recoverable towards loans from
- Joint venture companies	19.09	6.00
- Keymanagementpersonnel	0.03	0.12
- Others	0.60	0.60
Amount recoverable other than loans from
- Joint venture companies	109.33	99.70
- Post employment benefitplans	37.42	77.20
- Others	0.42	0.14
Amountpayable to
- Joint venture companies	391.82	420.02
- Post employment benefitplans	230.54	132.18

|d)|Individually significant transactions|Individually significant transactions|Crore|Crore|
|---|---|---|---|---|
||Particulars|Nature of relationship|Amount||
||||For the year
ended
31 March 2020|

For the year
ended
31 March 2019|
||Contracts for works/services for services received by the||||
||UtilityPowertech Ltd.|Joint venture company|1,159.39|1,055.50|
||NTPC BHEL Power Projects Private Ltd.|
Joint venture company|99.28|137.34|
||NTPC-GE Power Services Private Ltd.|Joint venture company|79.35|223.51|
||Contracts for works/services for servicesprovided by the||||
||NTPC-SAIL Power CompanyLtd.|Joint venture company|14.18|11.10|
||Meja Urja Nigam Private Ltd.|Joint venture company|12.05|13.10|
||Sale/purchase ofgoods||||
||EnergyEfficiencyServices Ltd.|Joint Venture Company|38.01|41.68|
||Dividend received||||
||NTPC-SAIL Power CompanyLtd.|Joint venture company|50.00|20.00|
||Aravali Power CompanyPrivate Ltd.|Joint venture company|146.83|71.65|
||EnergyEfficiencyServices Ltd.|Joint venture company|4.47|4.01|
||UtilityPowertech Ltd.|Joint venture company|4.00|3.50|
||NTPC-GE Power Services Private Ltd.|Joint venture company|0.30|0.23|
||Equity contributions made||||
||Meja Urja Nigam Private Ltd.|Joint venture company|262.31|110.00|
||EnergyEfficiencyServices Ltd.|Joint venture company|218.11|-|
||Bangladesh-India FriendshipPower CompanyPvt.Ltd.|Joint venture company|166.89|-|
||NTPC-Tamil Nadu EnergyCompanyLtd.|Joint venture company|12.50|5.61|
||Hindustan Urvarak & Rasayan Ltd.|Joint venture company|310.76|107.08|
||Loansgranted||||
||National High Power Test LaboratoryPrivate Ltd.|Joint venture company|12.40|-|
||Guarantees received||||
||UtilityPowertech Ltd.|Joint venture company|17.80|13.60|
||NTPC-GE Power Services Private Ltd.|Joint venture company|0.21|0.39|

• e) Terms and conditions of transactions with the related parties (i) Transactions with the related parties are made on normal commercial terms and conditions and at arm length price.

• (ii) The Group is assigning jobs on contract basis, for sundry works in plants/stations/offices to M/s Utility Powertech Ltd (UPL), a 50:50 joint venture between the Parent Company and Reliance Infrastructure Ltd. UPL inter-alia undertakes jobs such as overhauling, repair, refurbishment of various mechanical and electrical equipment of power stations. The Group has entered into Power Station Maintenance Agreement with UPL from time to time. The rates are fixed on cost plus basis after mutual discussion and after taking into account the prevailing market conditions.

• (iii) The Group is seconding its personnel to Joint venture companies as per the terms and conditions agreed between the companies, which are similar to those applicable for secondment of employees to other companies and institutions. The cost incurred by the group towards superannuation and employee benefits are recovered from these companies.

(iv)	Loans granted to joint venture companies are detailed below:	Loans granted to joint venture companies are detailed below:	Loans granted to joint venture companies are detailed below:	Loans granted to joint venture companies are detailed below:	Loans granted to joint venture companies are detailed below:	Loans granted to joint venture companies are detailed below:	Loans granted to joint venture companies are detailed below:
	Sl. No.	Name of the joint venture company	Loan granted (Amount in ` crore)	Rate of interest (p.a.)	Repayment schedule	Purpose	Year of grant of loan
	1	National High Power Test Laboratory Private Ltd.	18.40	10% (quarterly rest)	Principal and interest repayable in twenty semi- annual installments from 30 September 2022 .	For repayment of loans / contractual obligations	2019-20

• (v) Consultancy services provided by the Group to Joint venture companies are generally on nomination basis at the terms, conditions and principles applicable for consultancy services provided to other parties.

• (vi) Outstanding balances of joint venture companies at the year-end are unsecured and settlement occurs through banking transaction. These balances other than loans are interest free. The Group has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken in each financial year through examining the financial position of the related party and the market in which the related party operates.

(f) Restrictions on disposal of investments and commitments towards further investments in respect of joint venture companies

(i) Commitments and contingent liabilities in respect of joint venture companies

The Group has commitments of **2,900.40 crore** (31 March 2019: 3,504.83 crore) towards further investment in the joint venture companies as at 31 March 2020.

The Group has commitments of bank guarantee of 0.50 % of total contract price to be undertaken by NTPC-BHEL Power Projects Private Ltd. limited to a cumulative amount of **75.00 crore** (31 March 2019: 75.00 crore).

The Group has agreed to provide unconditional and irrevocable financial support to NTPC GE Power Services Ltd. (a joint venture company) for meeting financial qualifying requirement for execution of Flue Gas De-sulfurisation (FGD) projects in India. Such support shall be provided by way of Letter of Undertaking to a cumulative exposure up to the award value of the contract(s) not exceeding 600.00 crore and cumulative exposure of the Company, in proportion to shareholding, would not exceed 300.00 crore (31 March 2019: ` Nil).

|support shall be provided by way of Letter of Undertaking to a cumulative exposure up to the award value of the contract(s) not exceeding600.00 crore and cumulative exposure of the Company, in proportion to shareholding, would not exceed300.00 crore(31
March 2019:Nil).|support shall be provided by way of Letter of Undertaking to a cumulative exposure up to the award value of the contract(s) not exceeding600.00 crore and cumulative exposure of the Company, in proportion to shareholding, would not exceed **300.00 crore**(31<br>March 2019:Nil).|support shall be provided by way of Letter of Undertaking to a cumulative exposure up to the award value of the contract(s) not exceeding600.00 crore and cumulative exposure of the Company, in proportion to shareholding, would not exceed300.00 crore(31
March 2019:Nil).| |---|---|---| |Crore|||
|Particulars|As at
31 March 2020|

As at
31 March 2019|
|Contingent liabilities|||
|Share of contingent liabilities incurredjointlywith other investors of thejoint venture companies|894.03|1,022.64|
|Possible reimbursements|215.47|314.49|
|Capital commitments|5,515.49|10,968.70|

(ii) Details of significant restrictions

In respect of investments in joint venture companies, the Group has restrictions for their disposal as under:

In respect of investments in joint venture companies, the Group has restrictions for their disposal as under:	In respect of investments in joint venture companies, the Group has restrictions for their disposal as under:
		`Crore
Name of the joint venture company	Period of restrictions for disposal of investments as per related agreements	Amount invested as at
		31 March 2020	31 March 2019
Transformers and Electricals Kerala Ltd.	3 years from the date of acquisition (i.e.19.06.2009) or upgradation capacity enhancement scheme whichever is later.	31.34	31.34
NTPC BHEL Power Projects Private Ltd.	3 years from the date of completion of first EPC contract of single order value of not less than `500 crore or till further such time as mutuallyagreed.	50.00	50.00
National High Power Test LaboratoryPrivate Ltd.	5years from the date of incorporation(i.e. 22.05.2009)or completion ofproject whichever is later.	30.40	30.40
CIL NTPC Urja Private Ltd.	5years from the date of incorporation(i.e. 27.04.2010)or commercial operation whichever is later.	0.08	0.08
Trincomalee Power CompanyLtd.	12years from the initial operation date.	15.20	15.20
Bangladesh-India FriendshipPower CompanyPrivate Ltd.	15years from the date of commercial operation date.	444.72	277.83
Meja Urja Nigam Private Ltd.	5years from the date of incorporation(i.e. 02.04.2008)or commercial operation whichever is later.	1,581.64	1,259.33
Hindustan Urvarak & Rasayan Ltd.	(a) 5 years from the date of incorporation (15.06.2016) or 2 years from commercial operation date of any one of the proposed projects at Sindri, Gorakhpur and Barauni or date of allotment of shares for first time, whichever is later. (b) As per Sponsors Support undertaking , NTPC shall jointly and severally with the other sponsors provide additional funds to meet all cost overrun incurred/to be incurred in relation to the Project. Further, NTPC shall jointly with the other sponsors, retain of 51% of total equity share capital of the JV and management control until the final settlement date of the loan facility (door to door tenure of 15 years).	751.09	440.32
Total		2,904.47	2,104.50