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You Are Here : Markets  |  Equity   |   Company Profile  |   Auditor's Report
NTPC Ltd(Industry :   Power Generation And Supply)
 
BSE Code:532555NSE Symbol: NTPCP/E  (TTM): 11.92
ISIN Demat:INE733E01010Div Yield %:2.26EPS   (TTM) :12.42
Book Value (Rs):105.1880429Market Cap (RsCr):122115.26Face Value (Rs) :10
  Change Company 

The Members

NTPC Limited

We have examined the compliance of conditions of Corporate Governance by NTPC Limited for the year ended on 31st March 2015 as stipulated in the Clause 49 of the Listing Agreements in respect of Equity Shares of the said company with Stock Exchanges and as stipulated in the Guidelines on Corporate Governance for Central Public Sector Enterprises issued by Department of Public Enterprises, Ministry of Heavy Industries and Public Enterprises, Government of India.

The compliance of conditions of corporate governance is the responsibility of the management. Our examination is limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our knowledge and information and according to the explanations given to us, we certify that the Company has complied with the mandatory conditions of Corporate Governance as stipulated in the Listing Agreements, in the Guidelines on Corporate Governance for Central Public Sector Enterprises and the Companies Act, 2013 except :

(a) Position of Independent Directors during the year was as under:

Period Requirement as per the Listing Agreement and as per DPE Guidelines on Corporate Governance Requirement as per the Companies Act, 2013 Actual
August 26, 2014 to October 30, 2014 8 6 7
October 31, 2014 to January 19, 2015 9 6 7
January 20, 2015 to February 27, 2015 9 6 5
February 28, 2015 to March 31, 2015 9 6 2

(b) For the period from February 28, 2015 to March 31, 2015, there was no woman director on the Board of the Company.

(c) Regarding compliance with the Board Evaluation Policy as explained in the Point No. 2.6 of the Report on Corporate Governance.

We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the company.

For O. P. Bagla & Co. For PSD & Associates For PKF Sridhar & Santhanam LLP
Chartered Accountants Chartered Accountants Chartered Accountants
Firm Reg. No.000018N Firm Reg. No.004501C Firm Reg. No.003990S/S200018
[ Neeraj Kumar Agrawal [ Prakash Sharma ] [ S. Narasimhan ]
Partner Partner Partner
M. No. 094155 M. No.072332 M. No. 206047
For V. Sankar Aiyar & Co. For Ramesh C Agrawal & Co. For A. R. & Co.
Chartered Accountants Chartered Accountants Chartered Accountants
Firm Reg. No.109208W Firm Reg. No.001770C Firm Reg. No.002744C
[ M. S. Balachandran ] [ Manoj Agrawal ] [ Pawan K. Goel ]
Partner Partner Partner
M. No. 024282 M. No.076918 M. No.072209

Place: New Delhi

Date: 29th May, 2015

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2015

{Pursuant to Section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014}

To,

The Members,

NTPC LIMITED

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by NTPC LIMITED (hereinafter called NTPC/the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the NTPC's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial period ended on 31st March, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and Compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by NTPC ("the Company") for the financial year ended on 31st March, 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(vi) Compliances/ processes/ systems under following specifically applicable Laws to the Company are being verified on the basis of periodic certificate submitted to the Board of Directors of the Company:-

(a) The Electricity Act, 2003

(b) Explosives Act, 1884

(c) Mines Act, 1952

(d) Mines and Mineral (Regulation and Development) Act, 1957

I have also examined compliance with the applicable clauses of the following:

(a) Secretarial Standards issued by the Institute of Company Secretaries of India (Not applicable for the Audit period).

(b) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited.

During the period under review the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observation:

Observation: Composition of the Board of Directors of the Company is required to be in compliance with Clause 49(II) (A) of the Listing Agreement, para 3.1.2 & 3.1.4 of the DPE Guidelines on Corporate Governance and Section 149 (4) of the Companies Act, 2013.

Further, Company is also required to comply with proviso to Section 149 (1) read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014, w.r.t. appointment of at least one woman Director on the Board of the Company. As on 31.03.2015, there was no woman Director on the Board of the Company. However, during the year, there was a Woman Director on the Board of the Company who ceased to be the Director w.e.f.

27.02.2015.

I further report that in view of the above, the Board of Directors of the Company is not duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Generally, adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes, wherever required.

I further report that as per Section 178(2) of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board was required to carry out evaluation of every director's performance. Further, Clause 49 of the Listing Agreement and the Code for Independent Directors pursuant to Section 149 (8) of the Companies Act, 2013 requires the performance evaluation of Independent Directors to decide their continuance or otherwise. However, MCA has vide its notification dated 5th June, 2015 notified the Exemptions to Government Companies from the provisions of the Companies Act, 2013 which inter-alia provides that Sub-Sections (2), (3) & (4) of Sec. 178 regarding appointment, performance evaluation and remuneration shall not apply to Directors of Government Companies. The Company has explained that the appointment of Functional Directors, Part Time Official Directors as well as Part Time Non-Official Directors (Independent Directors) on the Board of NTPC is made by Government of India (GOI). Further, terms & conditions of appointment as well as tenure of all directors are also decided by GOI and there is a well laid down procedure for evaluation of Functional Directors & CMD by Administrative Ministry.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines and Company is in process of reviewing & strengthening the same.

I further report that during the audit period, the company has duly complied with the clauses/ provisions of various Foreign Technical Collaboration Agreements as entered by the Company.

For Agarwal S. & Associates,
Company Secretaries,
(Sachin Agarwal)
Place: New Delhi FCS No. : 5774
Date: July 16, 2015 C.P No. : 5910

This report is to be read with our letter of even date which is annexed as "Annexure A" and forms an integral part of this report.

To,

The Members,

NTPC LIMITED

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our Responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulation and happening of events etc.

5. The Compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test

basis.

6. The Secretarial Audit Report is neither an assurance as to future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Agarwal S. & Associates,
Company Secretaries,
(Sachin Agarwal)
Place: New Delhi FCS No. : 5774
Date: July 16, 2015 C.P No. : 5910

   

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