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Disclosure Document Private & Confidential-not for circulation

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(This is a Disclosure Document prepared in conformity with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008)

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DISCLOSURE DOCUMENT FOR PRIVATE PLACEMENT OF 8.78% SECURED NON-CUMULATIVE NON CONVERTIBLE REDEEMABLE TAXABLE BONDS IN THE NATURE OF DEBENTURES OF RS. 10 LAKH EACH FOR CASH AT PAR AGGREGATING TO RS. 500 CRORE WITH A GREEN SHOE OPTION TO RETAIN OVER SUBSCRIPTION UPTO RS 200 CRORE TRUSTEE FOR THE BONDHOLDERS REGISTRAR TO THE ISSUE

IDBI Trusteeship Services Ltd. BEETAL Financial & Computer Services (P) Ltd. Registered Office Registered Office Asian Building, Ground Floor BEETAL House, 3rd Floor 17, R Kamani Marg 99,Madangir Mumbai – 400 001 New Delhi-110062 Tel No: (022) 40807000 Tel No: (011) 29961281,282 Fax No. 91-22-66311776 Fax No. 91-11-29961284 E-mail: [email protected] E -Mail : [email protected]

BANKER TO THE ISSUE

Jawahar Vyapar Bhavan

11th Floor,1, Tolstoy Marg New Delhi-110001.

Tel No:011-23353115 Fax: 011-23353101 This Taxable Bond issue is being made strictly on a private placement basis. It is not and should not be deemed to constitute an offer to the public in general. It cannot be accepted by any person other than to whom it has been specifically addressed. The contents of this Disclosure Document for Private Placement are non-transferable and are intended to be used by the parties to whom it is distributed. It is not intended for distribution to any other person and should not be copied / reproduced by the recipient for any purpose whatsoever. The information contained in this document has certain forward looking statements. Actual result may vary materially from those expressed or implied, depending upon economic conditions, government policies and other factors. Any opinion expressed is given in good faith but is subject to change without notice. No liability is accepted whatsoever for any direct or consequential loss arising from the use of this document. NTPC does not undertake to update this Disclosure Document for Private Placement to reflect subsequent events and thus it should not be relied upon without first confirming the accuracy of such events with NTPC.


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TABLE OF CONTENTS

INDEX TITLE

I. Definitions/ abbreviations

II. Disclaimer

III. Name and address of registered office of the issuer

IV. Names and addresses of the Directors of the issuer

V. Brief summary of business/ activities of issuer and its line of business

VI Brief history of issuer since incorporation, details of activities including any reorganization, reconstruction or amalgamation, changes in capital structure, (authorized, issued and subscribed) and borrowings

VII. Summary term sheet

VIII.

Terms of offer (details of debt securities proposed to be issued, mode of issuance, issue size, utilization of issue proceeds, stock exchanges where securities are proposed to be listed, redemption amount, period of maturity, yield on redemption, discount at which offer is made and effective yield for investor)

IX. Credit rating & rationale thereof

X. Name of debenture trustee

XI.

Details of other borrowings (details debt securities issued in the past, particulars of debt securities issued for consideration other than cash or at a premium or discount or in pursuance of an option, highest ten holders of each class or kind of securities, debt equity ratio)

XII. Servicing behavior on existing debt securities and other borrowings

XIII. Undertaking regarding common form of transfer

XIV. Material event, development or change at the time of issue

XV. Permission / consent from prior creditors

XVI. Material contracts & agreements involving financial obligations of the issuer

XVII. Declaration

XVIII. Annexures

A. Credit rating letters dated 22.4.2009 & dated 23.02.2010 from CRISIL

B. Credit rating letters dated 21.4.2009 & dated 25.02.2010 from ICRA

E. Consent letter from trustee - IDBI Trusteeship Services Ltd.

F. Consent letter dated 22.4.2009 from registrar & transfer agent- BEETAL Financial & Computer Services Private Limited

G. Application form

H. Instructions


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1. DEFINITIONS/ABBREVIATIONS ABT Availability Based Tariff

ACQ Annual Contracted Quantity

APDRP Accelerated Power Development and Reforms Programme

Articles Articles of Association of the Company

AVF Availability Factor

AY Assessment Year

BARC Bhabha Atomic Research Centre

Board/ Board of Directors The Board of Directors of NTPC Ltd.

Bonds 8.78% Series XXXI Secured Non-Convertible Non-Cumulative Redeemable Taxable Bonds in the nature of Debentures of Rs. 10,00,000/- each offered through private placement route

Bondholder/Debentureholder The holder of the Bonds

Book Closure/ Record Date

The date of closure of register of Bonds for payment of interest and repayment of principal

BSE Bombay Stock Exchange

BTU Billion Thermal Units

BU Billion Units

CAGR Compounded Annual Growth Rate

CCGT Combined Cycle Gas Turbine

CDSL Central Depository Services (India) Ltd.

CEA Central Electricity Authority

CERC Central Electricity Regulatory Commission

CIL Coal India Limited

CMD Chairman and Managing Director of NTPC

CPSU Central Power Sector Utility

CRISIL CRISIL Ltd.

CSA Coal Supply Agreement

Depository(ies) A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time

Depositories Act The Depositories Act, 1996, as amended from time to time

Depository Participant A Depository participant as defined under Depositories Act

Designated Stock Exchange Bombay Stock Exchange Limited.

Deemed Date of Allotment Date as specified in the summary term sheet

DER Debt Equity Ratio

Disclosure Document Disclosure Document dated 26.02.2010 for Private Placement of Series 8.78% XXXI Secured Non-Convertible Non-Cumulative Redeemable Taxable Bonds in the nature of Debentures of Rs. 10,00,000/- each for cash at par aggregating upto Rs. 500 crore with a Green Shoe Option to retain over subscription of Rs. 200 crore.

DISCO Distribution Companies

DP Depository Participant

DRR Debenture Redemption Reserve

EPC Engineering, Procurement and Commissioning

EPS Earning Per Share

ERC Act Electricity Regulatory Commission Act, 1998


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FGD Flue Gas Desulphurisation

FIs Financial Institutions

FIIs Foreign Institutional Investors

Fiscal Period of twelve months period ending March 31, of that particular year unless otherwise stated

FSA Fuel Supply Agreement

FY Financial Year

GAIL Gail (India) Limited

GIR General Index Registration Number

Government/GOI Government of India

Green Shoe Option Right to retain over subscription

HEPP Hydro Electric Power Project

HPGCL Haryana Power Generation Corp. Ltd.

ICRA ICRA Ltd.

IGCC Integrated Gasification Combined Cycle

IPGCL Indraprastha Power Generation Company Ltd.

ITSL/ Trustee IDBI Trusteeship Services Ltd.

Issuer/ NTPC/ Corporation/Company

NTPC Ltd.

I.T. Act The Income Tax Act, 1961, as amended from time to time

kWh kilowatt hour

LC Letters of credit

MOP Ministry of Power, Government of India

Memorandum Memorandum of Association of the Company

MF Mutual Fund

MMSCMD Million Metric Standard Cubic Metres per day

MUs Million Units

MW Megawatt

NAV Net Asset Value

NGO Non Governmental Organisation

NMDC National Mineral Development Corporation Limited

NSE National Stock Exchange of India Limited

NSDL National Securities Depository Limited

P/E Ratio Price/Earnings Ratio

Plan/ Five Year Plan Development Plans prepared by the Planning Commission covering a period of five years

PAN Permanent Account Number

PFC Power Finance Corporation Limited

PLF Plant Load Factor

PPA Power Purchase Agreement

RGPPL Ratnagiri Gas and Power Private Ltd.

RINL Rashtriya Ispat Nigam Limited

Rs / INR Indian Rupee

RTGS Real Time Gross Settlement


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Registrar Registrar to the Issue, in this case being BEETAL Financial & Computer Services (P) Ltd. (“BEETAL”)

RBI The Reserve Bank of India

RONW Return on Net Worth

SAIL Steel Authority of India Limited

SCM Standard Cubic Meter

SEB(s) State Electricity Board(s) and their successor(s), if any, including those formed pursuant to restructuring/unbundling

SEBI The Securities and Exchange Board of India, constituted under the SEBI Act, 1992

SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time

SEBI Regulations Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008

SLC Standing Linkage Committee (for coal supplies)

State Utilities SEBs and the Unbundled entities of SEBs

T&D Transmission and Distribution

TCS Tata Consultancy Services Limited

TDS Tax Deducted at Source

TNEB Tamil Nadu Electricity Board

The Companies Act/ the Act The Companies Act, 1956 as amended from time to time

The Issue/ The Offer/ Private Placement

Private Placement of 8.78% Series XXXI Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds in the nature of Debentures of Rs. 10,00,000/- each for cash at par aggregating upto Rs. 500 crore with a Green-Shoe Option to retain over subscription upto Rs.200 crore

TPA(s)/Tripartite Agreement(s)

Tripartite Agreements executed by the Government, Reserve Bank of India and the respective State Governments

TPP Thermal Power Project UHV Useful Heat Value Unit 1 kWh; that is, the energy contained in a current of one thousand amperes flowing under

an electromotive force of one volt during one hour II. DISCLAIMER GENERAL DISCLAIMER This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus and is prepared in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008. This document does not constitute an offer to the public generally to subscribe for or otherwise acquire the Bonds to be issued by NTPC Ltd. (the “Issuer”/ the “NTPC”/ “the Company”) The document is for the exclusive use of the Institutions to whom it is delivered and it should not be circulated or distributed to third party(ies).The Company certifies that the disclosures made in this document are generally adequate and are in conformity with the captioned SEBI Regulations. This requirement is to facilitate investors to take an informed decision for making investment in the proposed Issue. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA This Disclosure Document has not been filed with Securities & Exchange Board of India (SEBI). The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed


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to be made, or for the correctness of the statements made or opinions expressed in this document. The issue of Bonds being made on private placement basis, filing of this document is not required with SEBI, however SEBI reserves the right to take up at any point of time, with the Company, any irregularities or lapses in this document. DISCLAIMER OF THE ISSUER The Issuer confirms that the information contained in this Disclosure Document is true and correct in all material respects and is not misleading in any material respect. All information considered adequate and relevant about the Issue and the Company has been made available in this Disclosure Document for the use and perusal of the potential investors and no selective or additional information would be available for a section of investors in any manner whatsoever. The Company accepts no responsibility for statements made otherwise than in this Disclosure Document or any other material issued by or at the instance of the Issuer and anyone placing reliance on any other source of information would be doing so at his/her/their own risk. DISCLAIMER OF THE STOCK EXCHANGE As required, a copy of this Disclosure Document has been submitted to the Bombay Stock Exchange of India Ltd. (hereinafter referred to as “BSE”) for hosting the same on its website. It is to be distinctly understood that such submission of the document with BSE or hosting the same on its website should not in any way be deemed or construed that the document has been cleared or approved by BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that this Issuer’s securities will be listed or continue to be listed on the Exchange; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Company. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.


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III. NAME AND ADDRESS OF THE REGISTERED OFFICE OF THE ISSUER:

Name of the Issuer NTPC Limited Registered Office NTPC Bhawan, Core-7, SCOPE Complex, 7,

Institutional Area, Lodi Road, New Delhi-110003. Telephone Number 011-24365584 Fax Number 011-24360849/24361724 Website www.ntpc.co.in E-mail [email protected]

IV. NAMES AND ADDRESSES OF THE DIRECTORS OF THE ISSUER: The composition of the Board of Directors of the Company as on date of this Disclosure Document is as under: Name Designation Address 1 Shri R.S. Sharma Chairman & Manng

Director NTPC Limited, SCOPE Complex, 7, Institutional Area, Lodhi Road, New Delhi-110003.

2 Shri Chandan Roy Director (Operations)

NTPC Limited, SCOPE Complex, 7, Institutional Area, Lodhi Road, New Delhi-110003.

3 Shri A.K.Singhal Director (Finance)


4 Shri R.C. Shrivastav Director (Human Resources)


5 Shri I.J.Kapoor Director (Commercial)


6 Shri B. P. Singh Director (Projects) NTPC Limited, SCOPE Complex, 7, Institutional Area, Lodhi Road, New Delhi-110003.

7 Shri I C P Keshari Government Nominee

Ministry of Power, Shram Shakti Bhawan, Rafi Marg, New Delhi-110001.

8 Shri Rakesh Jain Government Nominee

Ministry of Power, Shram Shakti Bhawan, Rafi Marg, New Delhi-110001.

9 Shri M.N.Buch

Independent Director B-1/403, Power Welfare Organisation, Housing Complex, Sector No. 43 ,Gurgaon.

10

Shri Shanti Narain

Independent Director 202, Vasant Enclave, Rao Tula Ram Marg, New Delhi-110 057.

11 Shri P.K.Sengupta

Independent Director Flat No. B-204, Koyala Vihar, Vasundhara, V.I.P. Road,Kolkata-700 052.

12 Shri K.Dharmarajan

Independent Director A-3, Sarvodya Enclave, Sri Aurobindo Marg, New Delhi-110 017.

13 Dr. M. Govinda Rao

Independent Director 18/2, Satsang Vihar Marg,Special Institutional Area (Near JNU),New Delhi-110 067

14 Shri Kanwal Nath Independent Director 7210, DLF City Phase-IV, Gurgaon, Haryana -122009

15 Shri Adesh C.Jain

Independent Director A-48, Sector-5, NOIDA -201301

16 Shri A. K. Sanwalka Independent Director J-8/11, DLF Phase-II, Gurgaon, Haryana -122002

17 Shri Santosh Nautiyal Independent Director 1454.ATS Green Village, Greater Noida Expressway, Sector-93 A, NOIDA, Uttar Pradesh


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V. BRIEF SUMMARY OF THE BUSINESS/ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS

HIGHLIGHTS AND RECOGNITIONS

1. Ranked No 1 in the Independent Power Producers in Asia and ranked 2nd in Independent Power

Producers Globally with overall performance at rank No. 10 in Asia region in the Platts Top 250 Global Energy Company list for 2009.

2. Globally ranked no. 2 IPP in 2009 by Platts.

3. Number ONE in the world in terms of capacity utilization “calculated as total generation (kWh) by

capacity (MW)” during 2008-09.

4. NTPC ranked 317th largest company in the world in the Forbes List of World’s 2000 Largest Companies for the year 2008; jumps 94 positions from the 411th rank in 2007.

5. Ranked 24th among the Top Asian Blue Chip Companies by Asia Finance.

6. NTPC is also the fourth largest generating company in Asia after Tokyo Electric Power Company

Japan, Korea Electric Power Company, Korea and Taiwan Power, Taiwan.

7. NTPC is the 3rd largest in Asia and 10th largest in the World in terms of electricity output during 2008-09.

8. NTPC has been awarded “ICSI National award for Excellence in Corporate Governance 2009” by

the Institute of Company Secretaries of India.

9. Singrauli Station of NTPC got the prestigious Environment Excellence Award 2009 form Greentech Foundation

10. Market capitaisation of over Rs. 1762 billion as on 30.09.2009 making it the third largest Corporate

of India in terms of market capitalization.

11. NTPC is a frontrunner in the Indian power sector. The Company is the largest thermal power generator in India, accounted for 19% share of the total installed capacity of the nation and contributed 29 % of the total electricity generated in the country during 2008-09.

12. NTPC achieved all time High PLF of 100.03% in March 2009. The Availability Factor of 92.47% in

2008-09 was the highest ever. Ten coal based stations achieved more than 90% PLF.

13. Highest ever generation of 206.94 Billion Units (BUs) during 2008-09

14. Commendable turnaround at Unchahar project. From a PLF of 18% at the time of takeover in 1992 to PLF of 93.7% during 2008-09.

15. 100% realization of the billing for the sixth year in succession.

16. As on 30th September 2009, the Company has a low gearing of debt : equity ratio of 0.56 : 1. This

low gearing provides ample scope to the Company for raising more debt. The Company is adopting project financing on non-recourse basis for the projects undertaken through joint-ventures or subsidiaries. This facilitates raising of debt in large volumes without pressure on the Company’s Balance Sheet.

17. Ranked number ONE in the category the ‘Best Workplaces for Large Organizations’, first among

PSUs and number ten overall for the year 2009. This is the fifth consecutive year when the Company figures among the top 10 list and also has the distinction of being the only PSU in the top 10 Companies that are the great places to work in the country.

18. ‘The Best Performing CFO’ Award in the Infrastructure Sector was conferred to Shri A.K. Singhal,

Director (Finance), NTPC Ltd at the CNBC TV 18 CFO Awards held in Mumbai on 17th November,


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2009.

19. NTPC Ltd. Bagged the Golden Peacock Global Award for Excellence in Corporate Governance for the year 2009 conferred by the World Council for Corporate Governance.

20. International Project Management Award 2005 by International Project Management Association

(IMPA) – the first Asian company to get the award.

21. CII-ITC Sustainability award was given to NTPC for the Commendation for Significant Achievement among Large Business Organzations for the year 2009.

24. NTPC was awarded in the category of ‘Social and Community Impact’ of 2nd India Power Awards 2009 for pioneering in Corporate Social Responsibility strides

25 Ranked 2nd Runner up in the Business World FICCI-SEDF Corporate Social Responsibility Award for its efforts in integrating and internationlizing CSR into its core business operation.

26 Enterprise Excellence Award awarded to NTPC for its financial and operational strength by Indian Institution of Industrial Engineering.

27 “Infrastructure Excellence Award” to Talcher-Kaniha Stage-II by E-16 Association and CNBC TV 18

28 Corporate Award 2008 for Sectoral Excellence by Dun & Bradstreet.

29 Business Superbrand title- NTPC has been identified as Business Superbrand. The superbrands are given away each year and are regarded as the real Oscars of branding.

30 Golden Peacock Award for Occupational Health & Safety – 2008- NTPC Ltd., Corporate Health and Safety, Noida has been selected as the winner by the Institute of Directors.

31 Golden Peacock Environment Management Award- 2008’- NTPC Ltd., Dadri has been selected as

the winner by the Institute of Directors.

32 Three NTPC Stations receive coveted CII-EXIM Excellence Award 2009. Talcher-Kaniha, Kayamkulam and Rihand projects received the award for their ‘Strong Commitment to Excel’.

33 NTPC received the ‘Certificate of Merit’ for Best Presented Accounts and Corporate Governance

Disclosures Awards 2008 in the category of Public Sector Entities from South Asian Federation of Accountants (SAFA) on 5th November, 2009.

34 International Project Management Award 2008 – silver medal for Project Excellence for

Vindhyachal-Stage III.

35 Six stations of NTPC received the National Awards for meritorious Performance in Power Sector for the year 2008-09 from the Ministry of Power.

36 NTPC has been rated as the most valuable PSU by the premier Investment Journal Dalal Street at

the first DSIJ Awards Ceremony held in New Delhi.

37 ‘International Gold Star Award for quality 2009 ‘ was conferred to NTPC- CenPEEP on 26th October, 2009 at International Quality Convention Geneva 2009 in recognition of outstanding commitment to Quality contributing towards the success for India in the business world.

38 IEEMA Power Awards for Excellence in Project Execution-Thermal –First prize to Vindhyachal

Stage III and Second Prize in Excellence in Decentralized Distribution

39. NTPC was awarded Gold trophy for excellence in Energy & Power Category on 9th October, 2009 under ‘India Pride Awards’ instituted by Dainik Bhaskar & DNA.


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OWNERSHIP

The Company was incorporated on November 7, 1975 under the Companies Act 1956 as National Thermal Power Corporation Private Limited, a private limited company, 100% owned by Government of India. The word ‘private’ was deleted on September 30, 1976 and the name of the Company became National Thermal Power Corporation Limited. The name of the company was changed to NTPC Limited with effect from October 28, 2005.

In October 2004, the Company came out with its Initial Public Offering (IPO) consisting of 5.25% as fresh issue comprising of 432,915,000 equity shares of Rs.10 each and another 5.25% of 432,915,000 equity shares of Rs.10 each as an offer for sale by the President of India acting through the Ministry of Power, Government of India. On November 5, 2004, the shares of the Company were listed on NSE and BSE. NTPC thus became a listed company with Government holding 89.5% comprising of 7,379,634,400 equity shares and the remaining 10.5% of equity comprising of 865,830,000 equity shares held by Institutional Investors and Public. Further, pursuant to decision of Cabinet Committee of Economic Affairs on October 19,2009, 412,273,220 Equity Shares of Rs.10/- each were offered to public through “Further Public Offering” by Government of India under “Offer for sale” thereby reducing the stake of Government of India from 89.5 % to 84.5%. Post February 18, 2010 Government of India is holding 6,967,361,180 equity shares and balance 1,278,103,220 equity shares are held by Institutional Investors and Public. Ever since, the paid up equity held by Institutional Investors and Public is 15.5%. BUSINESS OF THE COMPANY

Ever since the Government gave approval to construct its first “super thermal” (greater than 1,000 MW) power project at Singrauli in December 1976, the company has not looked back. The first unit at Singrauli was successfully commissioned on February 13, 1982. Since 1982, through expansion of existing plants, construction of new plants and take over of plants from State Utilities, NTPC has grown to become the largest thermal generation utility in India with a total installed of 31134 MW (including the capacity of 2294 MW contributed by Joint Venture Companies as on January 31, 2010). Out of this, 24885 MW is contributed by 15 coal based power plants and 3955 MW is contributed by 7 combined cycle gas power plants. Thus, of our owned capacity, 86.29% is coal-based, and 13.71 % is gas-based Apart from this, the Company is also operating Joint Venture Power Projects at four locations comprising of 814 MW in JV with SAIL at Durgapur, Rourkela & Bhilai and 1480 MW at Ratnagiri at Maharashtra under JV with GAIL, MSEB and Indian Financial Institutions. As on March 31, 2009, the Company accounted for 18.82% of total installed capacity and also for 28.59% of generation in the country. Considering the generation contributed by Projects under Joint Ventures, the Company contributed to 29.36% of generation in the country with 20.37% share in country’s installed capacity. Projects profile By virtue of its projects (including projects under construction) located in 18 states, the Company has a pan India presence. The details of project wise installed capacity are furnished below:

Coal based power stations under operation

Sl. Coal based State Commissioned Capacity (MW)

1. Singrauli Uttar Pradesh 2,000

2. Korba Chhattisgarh 2,100

3. Ramagundam Andhra Pradesh 2,600

4. Farakka West Bengal 1,600

5. Vindhyachal Madhya Pradesh 3,260

6. Rihand Uttar Pradesh 2,000

7. Kahalgaon Bihar 2,340

8. NCTPP Uttar Pradesh 1,330

9. Talcher Kaniha Orissa 3,000


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Gas/liquefied fuel based power stations under operation

Gas based State Commissioned Capacity (MW)

16. Anta Rajasthan 413

17. Auraiya Uttar Pradesh 652

18. Kawas Gujarat 645

19. Dadri Uttar Pradesh 817

20. Jhanor-Gandhar Gujarat 648

21. Rajiv Gandhi CCPP Kerala 350

22. Faridabad Haryana 430

Total (Gas) 3,955 Power plants under joint ventures

Sl. Coal Based State Fuel Commissioned Capacity (MW)

23. Durgapur West Bengal Coal 120

24. Rourkela Orissa Coal 120

25. Bhilai Chhattisgarh Coal 574

26. RGPPL Maharastra Naptha/LNG 1480

Total(JV) 2294

Grand Total (Coal + Gas + JV) 31,134 Operational Performance The engineering, construction and operation of power plants for the thermal generation of power is the core business of the Company. Sales of electricity accounts for more than 92% of the gross income of NTPC. The operating performance of the Company has been considerably above the national average. The availability factor for coal stations compares favourably with international standards. The PLF has increased from 80.39% in 1999-2000 to 91.14% during the year 2008-09. In comparison, the country’s average PLF was 77.19% for the year 2008-09. During 2008-09, ten coal based power stations of NTPC achieved PLF of over 90%. During the current fiscal (half-year ended 30th September 2009), NTPC has achieved PLF of 87.62% as against country’s average PLF of 75.95%.The table below shows the detailed operational performance of coal based stations over the years. The energy conservation parameters like specific oil consumption and auxiliary power consumption have also shown considerable improvement over the years.

Operational performance of coal based stations of NTPC

Unit 99-00 00-01 01-02 02-03 03-04 04-05 05-06 06-07 07-08 08-09

Generation BU 118.7 130.1 133.2 140.86 149.16 159.11 170.88 188.67 200.86 206.94

PLF % 80.39 81.80 81.11 83.57 84.40 87.51 87.54 89.43 92.24 91.14

Availability Fac. % 90.06 88.54 89.09 88.70 88.79 91.20 89.91 90.09 92.12 92.47

10. Unchahar Uttar Pradesh 1,050

11. Talcher Angul Orissa 460

12. Simhadri Andhra Pradesh 1,000

13. Tanda Uttar Pradesh 440

14. Badarpur Delhi 705

15. Sipat Chhattisgarh 1000

Total (Coal) 24,885


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The Company’s operations strategy includes use of forward planning and monitoring tools; active institution building; use of advanced IT enabled tools; new technology initiatives; emphasis on quality of repair and maintenance and reducing dependence on OEM vendors for spares’ procurement. In order to sustain the impressive operational efficiency levels, the Company’s strategy includes the following: � Use of tools like IDAAS (Integrated Data Acquisition and Analysis System) for on-site efficiency

evaluation and math-modeling tools like PEPSE (Performance Evaluation of Power System Efficiencies) for verifying equipment and system efficiencies and gap identification; Steam path audit for estimation of solid particle erosion (SPE) and efficiency of steam turbine components etc.

� Introduction and roll out of RCM (Reliability Centered Maintenance), including REAP (Risk Evaluation and Associated Practices).

� Enhancing quality of Plant Overhauls to target zero forced outage by design. � Implementation of Overhauling Performance Index (OPI) for systematic and advanced planning of

overhauls. � Setting up a Central Repair Facility at Rihand to undertake in-house repair of large equipment

including turbines and HT motors, in order to improve availability and reliability as well as to reduce downtime of the units.

� Creation of peer group knowledge teams for each equipment to harmonize the best practices at enterprise level.

Benchmarking operational performance with world standards: The Company has become a member of North America Electric Reliability Corporation (NERC) and obtained data base of more than 5,000 generating units around the world. NTPC units were compared with clusters of 200-220 MW capacity and 475-525 MW capacity units on parameters, viz., gross capacity factor (PLF), unplanned outage factor (forced outage), availability factor year and planned outage factor. The comparison revealed that NTPC performed better than comparable utilities.

Project Management Over the past 24 years, the Company has reduced its project implementation cycle. Its first 500 MW unit at Singrauli was completed in fiscal 1986 in 59 months from the time the main plant was ordered. More recently in fiscal 2005, a 500 MW unit at Ramagundam was completed in 37 months from the time the main plant was ordered. The Company has taken several steps to reduce the time it takes to implement a project including the increased utilization of mechanized excavation techniques, the standardization of designs and layouts, the preparation of standard quality plans and the use of modular assemblies. It conducts technical and process-related reviews periodically with a view to reduce project costs.

The Company has adopted an integrated system for the planning, scheduling, monitoring and control of Board approved projects, which covers all aspects of the project, from concept to commissioning. Under our project management system, the initial requirements for a new project are detailed explicitly and all aspects of the work required to complete the project are then divided into schedules of contracts to be awarded by competitive tender. Following the award of a contract, comprehensive and integrated plans govern the implementation of the project and control the quality of materials and work during construction. Going forward, State-of-the-art project management practices are being adopted by the Company to accelerate the pace of project implementation besides benefiting in terms of cost reduction. The Company has set up a Project Management Centre on pilot basis at its Dadri unit for providing on-line monitoring of project implementation activities. PMC will provide real time web-based system to provide simultaneous and integrated project management and monitoring solutions. The Company is planning to go for standardization and bulk ordering of units. Standardization would reduce engineering time for the projects and thereby reduce project execution time. It would also help in reduction of spares inventory optimization of cost. Bulk procurement of 9 Super-critical units of 660 MW is yet another measure which the Company will take to reduce the project execution time. It will also benefit in terms of bulk discounts, lower inventory, concurrent execution and above all development of additional manufacturing of Super-critical technology based units in the country. Long term power purchase agreements with our customers

Each of our stations has PPAs with its customers. As of March 31, 2009, the entire output of NTPC’s power stations has been contracted for under long-term PPAs. The GoI allocates the capacity of each


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of our stations among the station's customers. Electricity is supplied to the distribution companies and/or SEBs in accordance with the terms of the allocation letters issued by the GoI. For our coal-based stations, the term of the PPA for most stations is 25 years, while for our gas-based stations, the term of the PPA for most stations is 15 years. The term of the PPA for our hydroelectric project which is under construction is 35 years. The terms are equal to the expected useful lives of the stations. The actual lives of the stations are often longer, and, unless the customer ceases to draw power, contracts continue in force until they are formally extended, renewed or replaced. As part of investment approval procedures, PPAs to be in place for all new stations except for merchant power stations. Historically, the Company had significant problems recovering payments from the SEBs and the distribution companies, which account for over 99% of our total sales. The OTSS eliminated these problems, as the dues from the SEBs that were past due were securitised by the Tax Free Bonds. All of our current billings to the SEBs are secured by Letters of Credits (LCs). Under the Tripartite Agreements that were executed pursuant to the OTSS, each SEB was required to establish LCs in our favour with commercial banks. The LCs are required to cover 105% of the average monthly billing for the preceding 12 months and are required to be reviewed twice every fiscal year. If the LC for the required amount is not in place, the Company has the right to reduce the power supply to the concerned SEB by 2.5%. The SEBs are required to make payment either through the LC or otherwise within 60 days after we deliver the monthly invoice. If payment is not made within 60 days, the Company has the right to reduce power supply by 5% and if payment is not made within 75 days, the right to reduce power supply by 10%. If payment is not made within 90 days, the Company can further reduce power supply by 15% and thereafter RBI will be required to pay the outstanding amounts to the Company from the relevant state's account balance with the RBI. The Tripartite Agreements provide that upon divestment of ownership or control of a SEB or any of the entities resulting from the unbundling of a SEB, as applicable, in favour of any entity not owned or controlled, directly or indirectly, by the applicable state government, the Tripartite Agreement relating to the SEB or the unbundled entity, as applicable, will expire. In such an event, the concerned unbundled entity will have to provide a payment security mechanism acceptable to us. In addition, dues owed to us from another SEB, the erstwhile Delhi Vidyut Board, were settled by a bipartite agreement with terms similar to the Tripartite Agreement. Beyond 2016, the sales are secured through supplementary agreements with the customers under which the customers have agreed to create a first charge on their own receivables in our favour and in the event of a payment default assign such receivables into an escrow account.

Tariffs CERC has issued new Tariff Regulation for the period 2009-14 which is a balanced regulation for both consumers and investors. There has been increase in Return on Equity by 1.5% for the existing stations from present level of 14% (post tax) to 15.5% (pre-tax) and additional 0.5% in case of new projects subject to completing commercial operation as per normative schedule given by CERC. The above Return on Equity will be grossed up with the income tax rate of the generating company. There are also incentives to investors for better performances. Incentive has been provided on availability which will incentivise generators to perform better to declare higher availability. The key highlights of the Tariff Regulations are as under:

(i) The base rate of RoE increased from 14% (post tax) to base rate of 15.5% to be grossed up with normal tax rate as applicable to the concerned utility. There is an additional 0.5% RoE if projects are commissioned within given time-lines. To boost the hydro power sector, CERC has insulated new hydro projects from shortfalls in generation resulting from hydrological factors for a period of 10 years after COD. If there is an energy shortfall the energy charge for the following year would be computed on the basis of actual power generated rather than designed power generation.

(ii) For hydro plants Normative Annual Plant Availability Factor (NAPAF) fixed. (iii) Advance against depreciation removed. (iv) Depreciation rates to be calculated annually using straight line method as per Companies

Act. The salvage value of assets fixed at 10%. After initial 12 years, the remaining depreciation to be spread over the rest of useful life of the asset.


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(v) O&M expenses recoverable on normative basis for thermal and hydro plants. For transmission systems, O&M costs would be calculated by multiplying number of bays and Kilometers of line length with the benchmarks set for the year.

(vi) The availability targets for thermal power plants raised from 80% to 85% to recover fixed costs.

(vii) Incentives linked to plant availability factor instead of PLF for thermal plants. (viii) Normative auxiliary consumption reduced in certain unit sizes. (ix) Reduction in normative heat rate for units of 500 MW size. (x) Recovery of capacity charge, energy charge, transmission charge and incentives would

be based on operational performance. (xi) The norm for secondary oil consumption reduced from 2 ml per unit to 1 ml per unit, the

savings in secondary oil consumption are to be shared with the beneficiaries in the 50:50 ratio.

(xii) Generation / Transmission project developer can retain 100% carbon credits in the first year following the date of commercial operation.

(xiii) Generation/Transmission companies can hedge foreign exchange exposure with respect to interest on foreign currency loans and repayment of loan. Recovery of the cost of hedging and foreign exchange variation to be made directly without any application to the CERC.

Fuel supply Fuel accounts for the major portion of expenditure. The power plants of the Company use two primary fuel sources, coal and natural gas. Fuel supply linkages which are tied to plant life (25 years for coal and 15 years for gas) are typically finalised prior to investment approval. A. Coal The company procures coal from subsidiaries of Coal India Limited and Singareni Collieries Company Limited, both Government owned companies. Coal supply for each of the Company’s plants is allocated by the Standing Linkage Committee (SLC), a Government committee led by representatives of the Ministry of Coal along with members from the Ministry of Railways, CEA & MOP. The coal requirements of projects in the power/utility sector are reviewed by the SLC on a quarterly basis. Majority of NTPC coal fired stations are located within 25 kilometers of the coal mines that supply coal to the stations. These stations are serviced by dedicated transportation systems owned and operated by NTPC which reduce supply interruptions and transportation costs. As of September 30, 2009, the Company has signed long term CSAs covering 12 of our 15 coal-based stations. The three other stations receive coal pursuant to coal supply linkages allocated to us by the MoC while we negotiate CSAs for them. The CSAs remain in force for a period of 20 years from the effective date except for power stations with a remaining life less than 20 years, in which case the agreement is limited to the life of the power station. The CSAs have a provision for a review at the end of every five years, in respect of Annual Contracted Quantities (“ACQ”) and all other related provisions. Each CSA addresses the quality and quantity of coal supply required for sustained generation. There is also a provision to pay a performance incentive to the coal supplier on delivery in excess of 90% of ACQ or a penalty on the failure to deliver the ACQ. The Company also sources imported coal through two public sector undertakings. During Fiscal 2009, imported coal comprised 4.2% of our total coal received. The pricing of coal for these imports is linked to global indices. The Company is also currently sourcing coal through e-auctions conducted by the subsidiary coal companies of CIL. The Company intends to continue to import coal to meet the shortfall in the supply of coal from domestic sources.

B. Natural Gas

India's domestic natural gas supply is insufficient to satisfy demand. Natural gas is allocated to each of NTPC’s plants by a Gas Linkage Committee, consisting of a representative each from the Ministry of Petroleum and Natural Gas (MoPNG), the MoP, the Ministry of Steel, the Ministry of Fertilizers, the Ministry of Chemical and Petrochemicals, the Planning Commission, the Ministry of Finance, GAIL, Oil & Natural Gas Corporation Limited. and Oil India Limited. Following allocation, the Company enters into a long term gas supply agreement with GAIL to purchase the allocated gas. Gas prices are fixed by the MoPNG using the Administered Pricing Mechanism (APM). APM is a mechanism used by the


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Government to fix gas prices for various priority sectors including Power Sector. The APM gas for the Company as contracted with GAIL is 12.93 MMSCMD.

While most of gas fired stations are located along major gas pipelines, the Company has experienced gas supply constraints, where less than the allocated amount of gas has been made available. The Company requires about 17.35 MMSCMD of gas to run its gas fired stations at a PLF of 90%. In fiscal 2009, NTPC received 10.76 MMSCMD of gas including 2.08 MMSCMD of spot gas and fall back RLNG. The gas shortages are addressed by using alternate fuels such as Naphtha and High Speed Diesel which are more expensive than gas, subject to getting generation schedule from the beneficiaries. The PLF at its gas fired stations was 67.01% compared to 91.14% for its coal fired stations during Fiscal 2009.During the current fiscal (upto September 2009), there has been considerable improvement in the PLF of Gas fired stations. The PLF during the first half year was 78.37% as compared to PLF of 62.68% in the corresponding half-year of fiscal 2009. Improved gas supply has resulted from increased purchase of gas on spot basis, fall back RLNG and also due to improvement in APM gas supply. To ensure gas availability, NTPC has taken various short term and long term initiatives as detailed below: Short Term Initiatives:

(i) Tie-up of Spot RLNG on regular tendering basis. (ii) Spot RLNG agreement with GSPCL. (iii) Fall back RLNG supply agreements with IOCL and BPCL for supply to all NTPC stations at

‘pooled price’. (iv) Sourcing of Ratnagiri Fallback RLNG from IOCL.

Long Term Initiatives:

(i) An agreement signed with GAIL for tie up 2.5 MMSCMD RLNG on long term basis (Period: 10 years) to its NCR stations viz. Anta, Auraiya, Dadri and Faridabad. The supplies have commenced from January 2010.

(ii) Govt. of India has been requested through Ministry of Power to allocate adequate quantities of domestic Gas from KG basin to NTPC. Empowered Group of Ministers had allocated 4.46 MMSCMD for NCR stations form KG D6. Out of 4.46 MMSCMD, NTPC has already contracted 1.81 MMSCMD. Balance 2.65 MMSCMD is under process.

Further, as a long term initiative to entail fuel security (from availability and affordability perspective of natural gas), the Company is considering participation in different elements of the LNG value chain through equity or strategic investments with prospective partners both in India and abroad. This includes participation in oil/gas exploration, liquefaction and re-gasification plants etc. Further, NTPC led consortium with Canaro Resources Ltd. and Geopetrol International was allotted an oil and gas exploration block in the State of Arunachal Pradesh. Geopetrol International has been designated as the Operator of the Block. With the issuance of the Petroleum Exploration License by the State Government on 16th February 2006, the Operator initiated various exploration activities. The Company is also exploring the possibility of sourcing gas from Nigeria. NTPC has also participated in NELP-VIII offer of Blocks and the Govt. of India has provisionally declared winner in 4 blocks- one block with 100% Participating Interest(PI) and other 3 blocks with 10% (PI). Human Resource Management

The Company believes in achieving organizational excellence through Human Resources and follows "People First" approach to leverage the potential of its 24713 employees (including employees posted in subsidiaries and joint ventures)in to fulfill its business plans. Human Resources Function has formulated an integrated HR strategy which rests on four building blocks of HR viz. Competence building, Commitment building, Culture building and Systems building. As on 31st March 2009, the Company had 24713 employees posted at its various plants and offices, joint ventures and subsidiaries. The attrition rate in its executive workforce was 1.88% during fiscal 2009. It may be seen from the table below that while the installed capacity has increased by 57.03 the last ten years, the number of employee has almost remained same.


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Description Unit 1998-99 2008-09 % increase Sept- 2009#

Installed Capacity MW 17,735 27,850 57.03 30644

Generation MUs 109,505 206,939 88.97 105859

No. of employees No. 23,674 23,639* - 23,813

Generation/employee MUs 5.26** 8.75 66.35 *excluding JVs and subsidiaries ** excluding manpower deployed at BTPS and BALCO # The figures are for half-year and hence not comparable The Company has never had any major strike or work stoppage. There are currently no unresolved strike proceedings.

Market Leadership The Company has adopted a Vision to be “A world class integrated power major, powering India’s growth, with increasing global presence”. In order to realize this Vision, it has planned an ambitious capacity addition programme and is slated to become 75000 MW Company by 2017. Such growth will ensure that the Company retains its leadership position by growing at a Compounded Annual Growth Rate of 12.7% as compared to National average CAGR of 9.7%. Capacity expansion About 22430 MW is to be added during XI Plan out of which 4000 MW is to be added under Joint Venture route. As against this target, 3730 MW has already been commissioned, 17440 MW is under construction and the balance is under the process of award. The details are furnished below:

Sl Coal / Hydro State Fuel MW

1. Sipat (Stage I) Chhattisgarh Coal 1980

2. Barh Bihar Coal 1980

3. Korba (Stage III) Chhattisgarh Coal 500

4. Farakka (Stage III) West Bengal Coal 500

5. NCTPP (Stage II) Uttar Pradesh Coal 490

6. Simhadri (Stage II) Andhra Pradesh Coal 1000

7. Indira Gandhi STPP -JV with HPGCL and IPGCL

Haryana Coal 1500

8. Vallur (Stage-I) (Phase-I) - JV with Tamil Nadu Electricity Board

Tamilnadu Coal 1500

9. Nabinagar Thermal Power Project - JV with Railways

Bihar Coal 1000

10. Bongaigaon Thermal Power Project Assam Coal 750

11. Koldam Hydro Electric Power Project Himachal Pradesh

Hydro 800

12. Loharinag Pala Hydro Electric Power Project

Uttarakhand Hydro 600

13. Tapovan Vishnugad Hydro Electric Power Project

Uttarakhand Hydro 520

14. Mauda Maharashtra Coal 1000

15. Barh-II Bihar Coal 1320

16. Vindhyachal-IV Madhya Pradesh Coal 1000

17. Rihand III Uttar Pradesh Coal 1000

17,440


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Out of the above projects, 2120 MW consisting of Korba- Stage-III, Farakka-Stage-III, Loharinag Pala HEPP and Tapovan Vishnugad HEPP are being developed as merchant power projects. Projects for which we have invited bids from vendors In addition to projects under construction, NTPC has also invited bids for 9462 MW as detailed below:

Name of Project State Capacity

(MW ) Fuel Type

Projects for which we have invited bids (NTPC’s owned capacity) Solapur Maharashtra 1,320 Coal Mauda II Maharashtra 1,320 Coal North Karanpura Jharkhand 1,980 Coal Singrauli III Uttar Pradesh 500 Coal Rupsiyabagar Khasiabara Uttarakhand 261 Hydro Renewable Energy Sources Various Locations 100 Wind Subtotal-owned capacity (A) 5,481 Projects for which we have invited bids (joint ventures and subsidiaries) Meja Urja Nigam Pvt. Ltd. Uttar Pradesh 1,320 Coal Nabinagar Power Generating Co Pvt. Ltd. Bihar 1,980 Coal Kanti Bijlee Utpadan Nigam Limited Bihar 390 Coal Lata Tapovan Uttarakhand 171 Hydro

Rammam-III West Bengal 120 Hydro Subtotal-joint ventures and subsidiaries (B)

3,981

Total-owned and joint ventures and subsidiaries (A+B)

9,462

The above capacity also includes bulk tendering for SG and TG for 9 units of 660 MW for which NIT has been issued on 16.10.2009 under International Competitive Bidding. OTHER PROJECTS NTPC has also finalised FRs for projects having a total capacity of 4,245 MW, including a 15 MW grid-connected solar thermal power plant at our Anta site in Rajasthan. These projects have been approved by our board of directors. In addition, we have a basket of projects of approximately 20,000 MW for which feasibility studies are under preparation. BUSINESS STRATEGY The Company intends to expand in the power sector through forward and backward integration and diversification along the following three key dimensions:

� Capacity addition program � Diversification along the power value chain � Exploiting potential services business opportunities in the domestic and international markets

Strategy for capacity addition To execute the above capacity addition plan, the Company will continue to adopt a multi-pronged growth strategy though Greenfield projects, expansion of existing stations, acquisitions and the joint venture/subsidiary route.


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Greenfield Projects The Company would continue to seek greenfield sites for development of power projects. The share of greenfield projects in total generation portfolio would increase if the Company finds imported coal and re-gasified LNG to be viable fuel options in any region or takes up additional hydro projects. Expansion of Existing Stations Expansion of existing stations generally provides some cost advantage driven by shared facilities, scale of operation, etc. Due to these inherent advantages, the Company adopts this approach for expanding capacities of coal and gas based stations wherever feasible. Acquisitions A number of power projects with SEBs /State Utilities are technically viable but they are not run efficiently due to various constraints. The turnaround capability of the Company can be effectively utilized to improve the performance of such plants. In the past this strategy has been adopted to reduce the receivables problem, with part of the outstanding of SEBs being adjusted against cost of acquisition. Going forward, it would continue acquiring existing plants wherever it is technically and economically feasible and is aligned with business strategy. Joint Ventures/Subsidiary Route Subsidiaries can be an effective vehicle for mitigating risks that are associated with making significant investments in new business areas. The subsidiaries could also provide a route to invest in alliances and joint ventures for the new business without sacrificing benefits from the main/core business. The Company will consider options for capacity addition through Joint Ventures (JV)/ subsidiary route in the long run. NTPC could form JVs with suitable partners (including customers, fuel suppliers, equipment suppliers, etc.) if found technically and commercially feasible. Among other considerations, the decision to adopt the JV route would be influenced by the value that the JV partner could add to the relationship for e.g. tying up with fuel suppliers could lead to fuel supply security for NTPC.

The Company is also considering installing generation capacities in markets outside India. To de-risk its domestic operations from the risks of operating in other markets, the overseas venture would be structured as a wholly or partly owned subsidiary of the Company.

Energy mix for capacity addition Currently, coal has a dominant share in the power generation capacities in India. This is also reflected in the high share of coal-based capacities in the Company’s current portfolio. With high uncertainties involved in domestic gas/LNG, both in terms of availability and prices, the Company would continue to set up large pit-head coal based projects, including few integrated coal cum power projects. To reduce the dependence on fossil fuels, there is a need to push for renewable sources of power in the sector. The Company has availed of opportunities to add hydropower to its portfolio subject to competitive tariffs. The Company has been giving increased thrust to hydro development so as to have a balanced portfolio for long term sustainability and such projects are excellent for meeting peak demand. First step in this direction was taken by initiating investment in Koldam Hydro Electric Power Project (HEPP) located on Satluj river in Bilaspur district of Himachal Pradesh. Construction activities are in full swing at this project which has 4 units of 200 MW each. Other hydro projects under construction consist of 600 MW Loharinag Pala HEPP near Uttarkashi on Bhrthi river in Uttarakhand and 520 MW Tapovan-Vishnugad HEPP near Joshimath on river Alaknanda in Uttarakhand. By the end of year 2017, the Company plans to have about 9,000 MW of hydel power capacity in its portfolio. The Company has also signed the Implementation Agreement for Rupsiabagar Khasiyabara HEPP (261 MW) on River Goriganga in Pithoragarh district in Uttarakhand. Further, Memorandum of Agreement has been signed between the Government of Arunachal Pradesh & NTPC Ltd. for execution of Etalin (4000 MW) and Attunli (500 MW) HEPPs on Dibang and Tangon river basin in Arunachal Pradesh. Lata Tapovan (171 MW) in Uttarakhand and Rammam-III (120 MW) in West Bengal have been taken over for implementation by NTPC Hydro Ltd. (NHL), a wholly owned subsidiary of NTPC Ltd. for taking up small and medium sized Hydro Power Projects upto 250 MW capacity.

The Company has also drawn up a plan for setting up around 2000 MW of nuclear power generation capacity by 2017 since it offers benefits in terms of fuel security and clean power generation.


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Resumption of India’s civil nuclear cooperation with the rest of the world in the wake of the decision of the Nuclear Suppliers Group (NSG) in September 2008, will enable the Company to achieve this target. As a leader in power generation, NTPC is also considering other energy sources such as biomass, cogeneration, wind, fuel cells, etc. for future development thereby reducing the dependence on thermal fuels. By 2017, NTPC plans to have 1000 MW capacity through Renewable resources.

While a decision on the fuel/energy mix for the Company in the future would be largely governed by their relative tariff-competitiveness, the fuel mix in 2017 may be different from the existing portfolio, though not very significantly.

Leveraging emerging technologies Globally, environmental regulations and competitive pressures to reduce cost of generation are driving the development of more efficient technologies for coal and gas based plants. At present many of these technologies are in the development phase and their capital costs are high as compared to existing technologies. Further developments in technologies along with expected reductions in capital costs could make these technologies more competitive in the future.

In keeping with its objective of leading technological development in the power sector in India, the Company would also strive to adopt newer and cleaner technologies for power generation using conventional fuels. It has already undertaken many steps in identifying specific areas for technology scanning and assimilation of appropriate technologies including Integrated Gasification Combined Cycle (IGCC) technology etc.

Customer mix The Company’s current customer base comprises mainly of the state utilities/distribution companies. The Electricity Act 2003 allows for direct sale to bulk customers. As per the provisions of the Act, the Company envisages direct supply agreements with large electricity end-users that may also extend to installing captive power projects in partnership. This diversification on the customer base would be beneficial to NTPC in developing an increased focus on competitiveness of services/power sold. In addition, direct sale to large bulk customers and privatized Discoms can be expected to improve the timeliness of cash collection for sale of power. Recognizing the changing forces in the customer environment, by 2017 NTPC would strive to build a bulk customer portfolio. The Company would also consider commissioning associated transmission systems to ensure smooth, uninterrupted flow of power to these bulk customers. Diversification along the value chain The Company has achieved the distinction of being the largest thermal generating company in India. In the past, their focus was adequate as the industry was highly regulated with limited diversification opportunities. Over last few years, the country has been facing acute shortages, both in coal and gas, severely affecting optimum utilization of its power stations and these shortages are likely to continue in future as well. This is in spite of the fact that India is one of the largest producers of coal in the world. To safeguard its competitive advantage in power generation business, the Company has moved ahead in diversifying its portfolio to emerge as an integrated power major, with presence across entire energy value chain. The Company has recently diversified into coal mining business primarily to secure its fuel requirements and support its fuel requirements and support its aggressive capacity addition program. The Company is also entering into manufacturing of power plant equipments. In addition, NTPC is also giving thrust on diversification in the areas of power trading and distribution. Diversification would also allow NTPC to offer new growth opportunities to its employees while leveraging their skills to capitalize on new opportunities in the section. Backward Integration – foray into coal mining

Currently, the Company sources its fuel requirements primarily from Coal India Limited for its coal-based plants and from GAIL for its gas-based plants. However, to provide greater fuel security for its existing as well as new plants, the Company has recently forayed into backward integration by entering into captive coal mining and gas exploration. It was allocated a captive coal mine at Pakri Barwadih in Jharkhand in fiscal 2005. This is the largest ever capacity planned, in the very first phase, in a single mine in the country. Five other coal mining blocks namely Chatti-Bariatu, Kerendari, Dulanga, Talaipalli and Chatti-Bariatu (South) have also been allotted. These blocks have estimated geological reserves of over 3 Bilion Tonnes. In addition 2 mining blocks at Brahmini and Chichro Patsimal in Orissa are to be developed through a 50:50 Joint Venture between NTPC and Coal India Limited for which NTPC has


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recently signed a JV Agreement. The total estimated Geological Reserves of these 2 mines is around 2 Billion Tonnes.

These blocks are targeted to be developed to entail overall coal production of about 14 MTPA by 2012.

Process of selection of Mine Developer cum Operator for Pakri Barwadih mine is at an advanced stage. Mining plans for Chatti Bariatu and Kerandari have been submitted to Ministry of Coal. Land acquisition for five Coal Blocks is under progress.

NTPC is also looking for acquisition of Coal Mines Abroad.

Forward integration – foray into trading Electricity trading has become an attractive opportunity in India due to the ‘Availability Based Tariff’ regime introduced by the CERC. This has resulted in creation of a power market where power can be traded. By 2017, it is expected that 10% of India’s energy would be traded.

In order to leverage this opportunity, the Company has already set up a wholly owned subsidiary for power trading, NTPC Vidyut Vyapar Nigam Limited (NVVN). This company focuses on developing a wholesale power market by providing fair, transparent, secure and reliable systems for power trading. Going forward, NTPC plans to actively track opportunities to profitably grow its presence in power trading and move towards real time trading when a business opportunity is presented. In all, the Company through its subsidiary, targets to trade 25 billion units by 2017.

Lateral Integration-foray into Distribution Takeover of distribution circles in India could provide an opportunity for the Company in terms of synergy with generation business. However, significant challenges remain in the takeover of existing distribution circles in India. These challenges emerge from the poor state of the current distribution infrastructure and high incidence of losses. Therefore, while NTPC would evaluate options for taking over existing distribution “circles”, it would adopt a cautious approach. In all, NTPC would target owning/operating 2000 MW of distribution by 2017. To takeover existing circles, a comprehensive techno-economic evaluation needs to be carried out that would help determine the price to be paid for the circle, preconditions for purchase, regulatory and administrative support required for the turnaround, etc. In the meanwhile, NTPC would also consider setting up Greenfield distribution business in new industrial areas or SEZs on account of the lower risks and absence of legacy losses. In order to take up distribution, a wholly owned subsidiary NTPC Electric Supply Company Limited (NESCL) was formed. Diversification into equipment manufacturing Driven by the sector-imperative of adding capacity at a rapid pace, the Company has entered the equipment manufacturing space. This has added a significant new link in our integration-chain. Supply of equipment not only in the main plant but also in the balance of plant is critical and therefore to ensure that capacity addition in the sector is supported with adequate and timely equipment supply the Company has taken this strategic step. In June 2007, the Company formed an alliance with Transformers and Electricals Kerala Ltd (TELK), a Government of Kerala Company with proven expertise of over four decades in the business of manufacture, marketing and servicing of Power Transformers, Current Voltage Transformers, Circuit Breakers, Isolated Phase Bus Ducts, Shunt Reactors etc. In line with the Business Collaboration and Shareholders Agreement executed between NTPC Limited, Government of Kerala and Transformers and Electricals Kerala Limited (TELK), NTPC has acquired 44.6% of presently paid-up capital of TELK on 19.06.2009 from Government of Kerala at a total value of Rs. 31.34 crore, subject to final price to be based on the valuation of the assets of TELK as on 31.03.2009. TELK is engaged in manufacturing and repair of heavy duty transformers. The beginning made towards manufacturing of equipments has been further strengthened by the Company by forming a Joint-Venture Company with BHEL with 50:50 equity contribution for manufacturing balance of plant equipments and main plant equipments. This JV will also operate in the EPC space. In order to meet the requirement of balance of plant equipment, another Joint-Venture Company has been formed with Bharat Forge with 49:51 equity participation.


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Thrust for services business There is a significant demand for EPC services, O&M services, and R&M related services in the domestic and international markets. NTPC is well positioned to exploit these opportunities by leverng its expertise in engineering, procurement, construction, operations and maintenance areas. NTPC has already made inroad into the business of providing services through the Consultancy wing. TECHNOLOGICAL LEADERSHIP

NTPC has pioneered the adoption of several new technologies in the power sector in India, such as combined cycle gas based power plants, satellite image processing and software, pneumatic fly ash extraction and ash water recirculation, liquid waste management systems, supercritical technology and 765 Kv Transmission in our 1,980 MW Sipat project which have contributed to increased efficiency and greater environmental protection in our operations. Our current initiatives include:

(i) Adoption of ADVANCED supercritical PARAMETERS (involving supercritical pressure and temperatures) in our 1320 MW Barh-II project. These supercritical units are more efficient and environment friendly when compared with Conventional units.

(ii) NTPC is considering to further increase the steam parameters above 247 Kg/cm2 / 565 deg.C / 593 deg.C and is presently conducting a study to introduce ultra supercritical technology in the unit sizes of 800/1000 MW and above for its future power plants.

(iii) NTPC is adopting wet lime stone based Flue gas De-sulpherization (FGD Plant) for Bongaigaon Power Project to contain Sulphor oxides (SO2) gases due to high Sulpher content in coal.

(iv) In order to reduce suspended particulate matter (SPM), subsequent to the development of ammonia flue gas conditioning skid, further efforts are being carried out for implementation of Centralized Ammonia Flue Gas Conditioning System.

(v) At Vallur power project, in view of top soil being soft marine clay, ground improvement by providing stone columns has been adopted for lightly loaded structures.

(vi) Use of High Concentration Ash Slurry (HCAS)Layer as liner for Ash Dyke in place of synthetic liners.

(vii) For the Bongaigaon TPP, special stainless steel of Grade UNS S31727 will be used for the Chimney lines.

(viii) ECBC Compliant Building : The Energy Technology Centre Building (Phase-1) at Greater Noida has been designed meeting the requirements of the Energy Conservation Building Code (ECBC) 2007. This is the first NTPC building engineered for meeting this requirement. For Up-coming projects, it is also proposed to design administrarive building, service building & canteen as Energy Efficient / Green buildings.

(ix) Adoption of composite sections: Bongaigon Plant is located in Siesmic Zone-5. In consultation with IIT Kanpur, a composite section has been developed utilizing the existing pond ash and earth, to alleviate the risk of liquefaction while avoiding stone columns.

(x) NTPC is now adopting distributed Architecture for power station switchyards in line with current trends. Adoption of distributed architecture with bay control units located in outdoor kiosks, will substantially reduce control cable quantities, size of switchyard control room and reduction in cable trenches and better energy metering accuracy.

(xi) Numerical Relays with IEC-61850 Protocol Standards in MV & LV Systems have been successfully installed & Commissioned for the first time in NTPC at NCTPP Dadri Stage-II. Adoption of high efficiency motors and energy efficient lighting system.

(xii) In order to have integrated plant & offsite control system, NTPC has adopted DDCMIS based controls for all plant & off-site facility through Station LAN concept. This would also result in on-line integrated Management Information System for top & line managers.

(xiii) Implementation of Plant C&I Network security system for all ongoing projects and future projects: Plant wide Control Integration on DDCMIS platform results in networking of subsystems across the entire plant area. The geographically distributed DDCMIS based network is made fully secure by incorporating latest state-of-the-art network security components such as Fire-walls, Intrusion detection system, Router based access control etc preventing unauthorised access and reducing threat to control system network of the plant.

(xiv) Adoption of Temperature transmitters to reduce plant cabling and better monitoring & diagnostics.


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In the area of hydro engineering following initiatives have been taken:

(i) As a technological advancement, the concept of remote operation of hydro plants from one place is being formulated.

(ii) Adoption of Tunnel boring machine for speedy construction of tunnels in Hydroprojects.

(iii) Provision of Diaphragm valve for seepage control for Barrage foundations.

NTPC’s engineering division has been accredited with ISO-9001 certification by UKAS as wll as by NABCB. We utilize modern design automation and cutting edge software systems to achieve this level of quality in our ongoing projects, as well as to monitor and maintain peak performance throughout the life of our existing plants.

NETRA- NTPC Energy Technology Research Alliance

In order to bring synergy between Energy Technologies department and Research & Development department and integrate their efforts and resources to enable quick maturing of research projects into a deployable technology, these departments were merged to form NTPC Energy Technology Research Alliance (NETRA). NETRA is envisioned as a state-of-the-art centre for research, technology development and scientific services in the domain of electric power to enable seamless work flow right from concept to commissioning. NETRA complex is the first ECBC (Energy Conservation Building Code) compliant building in NTPC.

NETRA’s laboratories are ISO 17025 accredited and provide high end scientific services to all the Company’s stations as well as many outside stations resulting in improved availability and reliability of stations by providing condition assessment, failure analysis, by solving and analyzing specific problems, and helping our stations in increasing the availability and reliability of their units. It is also providing consultancy to Fujairah Combined cycle Gas and Water Plant, UAE.

NETRA has filed 12 patent applications for various activities like assessment of high voltage transformers, fly ash based utensil cleaning powder, CO2 capturing Zeolites from flue gas; etc. It focuses on developing cutting edge technologies by carrying out applied research which will manifest into cost reduction and environment protection. Collaborative research work is being carried out with other premier academic institutions and labs under 12 research projects.

NETRA is continuously taking initiatives to develop technologies for reducing forced outages, installing smart intelligent systems for online monitoring of critical components, understanding the likely damages due to corrosion and providing appropriate solutions, etc. With prime thrust on clean and economic power generation, efforts are being made to reduce cost of generation by either increasing the overhaul cycle or reducing overhaul duration through correct and proper health assessment of critical components; developing diagnostic tools and ensuring environmental & safety compliances.

Towards green power development, NETRA has taken up projects for Solar Heating, Ventilation and Air Conditioning (HVAC), solar experimental power plant and Flue Gas Heat Recovery. It is poised to take up collaborative research for biological fixation of carbon dioxide through marine micro algae. In order to improve efficiency through low grade heat recovery, liquid ammonia binary cycle is under development through collaborative research. The Company has set aside upto 1% of its distributable profit for research and development including 0.5% earmarked for research activities related to ‘clean coal’ and climate change initiatives.

CLEAN DEVELOPMENT MECHANISM The consolidated baseline and monitoring methodology for new grid connected fossil fuel fired power plants using less GHG intensive technology prepared by NTPC for Super Critical Technology has been approved by "United Nations Frame Work Convention on Climate Change (UNFCCC)" under 'Approved Consolidated Methodology 13'. This is a path breaking development for entire power sector.

Host country approval has already been accorded by National CDM Authority for three projects viz. North Karanpura STPP, Tapovan Vishnugad HEPP and Loharinag Pala HEPP. More projects are in


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the pipeline for host country approval. These endeavors shall help in getting/earning "Certified Emission Reduction" and will facilitate development of advanced energy efficient technologies.

NTPC is amongst the cleanest fossil fuel based power generators in the world with its CO2 intensity of power generation comparable with the best.

NTPC has decided to set aside 1% of its distributable profit for research and development including 0.5% for research activities related to 'clean coal' and climate change initiatives.

ENVIRONMENT MANAGEMENT While deciding the appropriate technology for its projects, NTPC integrate a number of environmental measures into the plant design. NTPC use equipment and systems to keep emissions, effluents and ambient air quality within acceptable limits.

Company has adopted advanced and high efficiency technologies such as super critical boilers for the up-coming greenfield projects. The company is also supplementing the high ash Indian coal with washed / beneficiated coal and imported low ash coal in its operating plants. Presently, good quality coal is imported forming around 5%-8% of total coal feed.

All plants are provided with High efficiency Electro-static Precipitators (ESPs) with efficiency of the order of 99.9% or higher and advanced control systems to keep Suspended Particulate Matter (SPM) below 100 mg/Nm3. Flue Gas Conditioning (FGC) system has also been provided at our old Units which are helping in reduction of SPM emissions below statutory limits as and when coal quality is deteriorating. Flue Gas De-sulphurising (FGD) technology is being taken up for the first time in the country at the coal based power plant (3X250MW) at Bongaigaon in Assam. This project is expected to be operational during XI Plan.

In the area of water management, NTPC has implemented the concept of 3Rs - Reduce, Recycle & Reuse in its power stations. Provision of advanced treatment facilities in its Liquid Waste Treatment Plants (LWTP), installation of recycling systems for ash pond effluent called Ash Water Recirculation System (AWRS) and installation / operation of closed cycle condenser cooling water systems with higher Cycle of Concentration (COC) are some of the measures implemented in most of the stations. With implementation of improved cooling water treatment system, Company has achieved operating COC of 4.5 to 5.0 against design COC of 1.65 to 2.0 at gas based combined cycle power plants at Kawas and Gandhar. This has resulted in considerable reduction in fresh water intake of the order of 20% to 30% and reduction in effluent discharge from the power plants.

Ash dykes have been engineered to ensure that all safety and environmental issues are addressed at design stage itself. Multi-lagoon ash ponds with provision of over flow lagoons and garlanding arrangement for change over of ash slurry feed points have been provided for effective settlement of ash particles. Water sprinklers have been provided in the Ash Pond areas for control of fugitive dust.

The Company has been undertaking Afforestation, covering vast areas of land in and around its projects and till date has planted more than 18.50 million trees at its stations and surrounding area which has not only contributed to the aesthetics but has also been serving as a air pollutant including carbon sink for our stations and nearby industries.

As a result of pursuing sound environment management systems and practices, all NTPC stations have been certified with ISO 14001 and OHSAS 18001 by reputed National and International certifying agencies.

In order to keep pace with changing environmental regulation norms and to ensure compliance with statutory requirements in the field of pollution control on a sustained basis, NTPC also undertakes renovation, modernisation and retrofitting and upgrading of pollution control and monitoring.

CORPORATE SOCIAL RESPONSIBILITY The Company has been a pioneer in conceptualizing and executing Resettlement & Rehabilitation (R & R) and CSR policies and programme. It has committed upto 0.5% of net profit annually for CSR


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activities. The welfare of project affected persons and the local population around NTPC projects is taken care of under a comprehensive R&R policy. Community partnership is integral to CSR and R&R initiatives and the Company creates and upgrades social-sector infrastructure specially to help with education and health, livelihood restoration and skill upgradation. ‘NTPC Foundation’ set up by the Company has been serving and empowering physically challenged people and other weaker sections, the Foundation provides them loans and training so that they become economically self reliant. The Foundation is also involved in promoting decentralized distributed generation stations (DDGS). Small distributed generation units at remote un-electrified villages have brought about social-economic change in these villages. So far 1,800 households have benefited from a total of 220 kilowatt Distributed Generation capacity set up by NTPC. Participation of the local community and use of locally available renewable energy sources have been instrumental in the success of these projects. NTPC Foundation in association with Delhi University has set up “The Information & Communication Technology Centre”. This centre enables approximately 1000 disabled students to learn IT skills and help them move alongwith the mainstream society.The foundation is also extending similar ICT facilities to the existing blind schools in Lucknow, Ajmer, Thiruvanathapuram and Mysore. The Company is adopting 16 Industrial Training institutes located in the vicinity of its projects under Public Private Partnership/Bilateral Agreement schemes. Company will also set up 6 new ITI’s, a power training institute at Solapur and International Institute of Information Technology (IIIT) in Chhattisgarh. LEVERNG NTPC’S CAPABILITIES FOR SECTOR REFORMS AND DEVELOPMENT

The Government of India reposes a lot of confidence in NTPC’s abilities in implementing plans and projects. Some of the key initiatives are: Rajiv Gandhi Grameen Vidhyutikaran Yojana (RGGVY) Under Rajeev Gandhi Grameen Vidyutikaran Yojana, a Government of India Programme, started in X plan and continuing in XI plan too, rural electrification work on turnkey basis in 5 States i.e. Chhattisgarh, Jharkhand, Madhya Pradesh, Orissa, West Bengal and Kerala covering 38,388 villages and 26,94,547 Below Poverty Line persons. As on 31st January 2010, the Company has made 12599 villages ready and completed BPL connection to 861485 persons. Setting-up of Power Exchange A Joint Venture Company has been incorporated on 11th December 2008 amongst NTPC Ltd., NHPC Ltd., Power Finance Corporation Ltd. and Tata Consultancy Services Ltd. to operate a Power Exchange at national level. This Power Exchange would provide a neutral and transparent electronic platform for trading of power on “day ahead basis” and ensure clearing of all trades in a transparent, fair and open manner with access to all players in the power markets. National Power Exchange Limited has been granted in-principle approval on July 1, 2009 to set-up and operate NPEX, the power exchange.

RELATIONSHIP WITH GOVERNMENT OF INDIA“GOI” NTPC Ltd. is a Govt. of India company, has 84.5% of its equity owned by the Government of India, and the remaining 15.5% of equity is vested with foreign institutional investors, financial institutions, banks and the general public. The President of India is the beneficial owner of the Government shareholding. Under the Company’s Articles of Association, the Chairman & Managing Director (the CMD) is appointed by the Government of India. Other functional directors on the Board of Directors (the Board) are appointed by the Government of India in consultation with the CMD. Independent directors as well as Government nominated directors are appointed by the President of India. At present, the Company has seventeen directors on its Board comprising of six whole time functional directors including CMD, two directors nominated by Govt. of India and nine independent directors.

The Company enters into an annual Memorandum of Understanding (MOU) with the Government. The MOU sets annual performance targets in respect of the physical, financial and operational parameters of NTPC. These parameters include total electricity generated, availability factor, financial gross margin


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and the ratio of net profit to net worth. An evaluation of the actual performance of NTPC against the targets is conducted at the end of each fiscal year. The Company was placed under the "excellent category" (the best category) for 19 consecutive years since the MOU system became operative in fiscal 1988.

COMPANY’S DIVIDEND POLICY

The company’s dividend policy takes into account its requirements for internal resources to fund its capacity expansion programme and the guidelines issued by the Ministry of Finance. The declaration and payment of dividend is recommended by the Board and approved by the shareholders of NTPC. It pays dividends to the Government and its other shareholders consistently. The dividend pay-out for fiscal 2009 is 36% of paid up capital as against 35% paid during the previous fiscal year. The dividend pay-out for fiscal 2009 is the highest dividend ever paid by the Company.

SUBSIDIARIES The Company has formed six subsidiary companies. The financial statements of our subsidiaries are contained in the Annual Report annexed to the Disclosure Document. Their performance is briefly discussed here:

a) NTPC Electric Supply Company Limited (NESCL) NESCL was formed on August 21, 2002 as a wholly owned subsidiary company of NTPC with an objective to make a foray in the business of distribution and supply of electrical energy as a sequel to reforms initiated in the Power Sector. Presently the company is involved in the following activities:

• Execution of work on turnkey basis under the government’s rural electrification program namely “Rajiv Gandhi Grameen Vidyuti-Karan Yojana” in 5 states, namely, Chhattisgarh, Jharkhand, Madhya Pradesh, Orissa , West Bengal and Kerala covering 38388 villages.

• Formed a Joint Venture Company named “Kinesco Power and Utilities Private Limited” with Kerala Industrial Infrastructure Development Corporation (KINFRA) for taking up Retail Electricity distribution in the parks/SEZs developed by KINFRA in state of Kerala.

• Implementation of works of power supply arrangement for port based Special Economic Zone at Vallarpadam for Cochin Port Trust.

• Assisting the DISCOMs & utilities in enhancement & bringing the sectoral reforms process and has been participating in the distribution infrastructural development programme under consultancy assignments. The company has won a contract under competitive bidding for project management consultancy work for setting up 220 KV substations , switch yard and associated facilities at BPCL Kochi Refinery.

• Consultancy assignment regarding 3rd party inspection of stock material for 33 Kv, 11Kv and LT works for Uttrakhand Power Corporation Limited and 3rd party inspection of 33 Kv materials for Uttar Haryana Vidyut Vitran Nigam.

Apart form above activities, NESCL has also successfully completed the assignment of “Advisor-cum-consultant” for Ministry of Power for implementation of schemes under the Accelerated Power Development and Reforms Program (APDRP).

b) NTPC Vidyut Vyapar Nigam Limited (NVVN) NVVN was formed on November 1, 2002 as a wholly owned subsidiary company of NTPC with an objective to undertake business of sale and purchase of electric power, to effectively utilise installed capacity and thus enabling reduction in the cost of power. During the year 2008-09 the company transacted business with various State Utilities spread all over the country and traded 4.831 billion units of electricity in comparison to 3.324 billion units traded in the previous year. During the current fiscal, NVVN has traded 2.243 billion units till September, 2009 as compared to 2.105 billion units traded in the corresponding period of the previous year. c) NTPC Hydro Limited (NHL)


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NHL was formed on 12th December 2002 as a wholly owned subsidiary company of NTPC with an objective to develop small and medium hydro electric power projects up to 250 MW. Presently NHL is implementing the following projects: • Lata Tapovan hydro electric project (171 MW) in the state of Uttrakhand. All the statutory

clearances have been obtained and entire land required for the project has been physically acquired. The main plant award is envisaged during the fiscal 2010. The project is to be developed as a regional power station with 12% free power to Govt. of Uttarakhand and balance to be supplied to the beneficiaries of Northern states. The project is slated for commissioning during XII Plan. The approval from (MoEF) has been obtained. Land acquisition has been completed.

• Rammam-III (120 MW) is situated in the state of West Bengal. All the statutory clearances have been obtained and majority of land acquisition activities have been completed. The various infrastructure developmental works are under progress. The main plant package is currently under tendering process and award is envisaged during the fiscal 2010.The project is for the benefit of West Bengal and Sikkim states and is slated for commissioning during XII Plan.

d) Pipavav Power Development Company Limited (PPDCL) As per the direction of Ministry of Power, a memorandum of understanding was signed between NTPC, Gujarat Power Corporation Limited (GPCL) and Gujarat Electricity Board (GEB) in the year 2004 for development of 1000 MW thermal power project at Pipavav in Gujarat by forming a new Joint Venture Company (originally incorporated as a subsidiary of NTPC) between NTPC and GPCL with 50:50 equity participation. It was, however, decided by the Gujarat Government that the project would be developed based on imported coal or any other suitable fuel, if necessary, in collaboration with a strategic partner on a fast track basis and that NTPC and GPCL should amicably settle the issues relating to the expenditure incurred so far on the project for land, studies etc. NTPC Ltd., therefore, dissociated from Pipavav Power Project on 24.5.2007 after obtaining approval of Ministry of Power. The Company is under winding up. e) Kanti Bijlee Utpadan Nigam Limited (formerly known as Vaishali Power Generating Company Limited) As per the decision of Govt. of India to take over Muzaffarpur Thermal Power Station (2 x 110 MW), a subsidiary company named ‘Vaishali Power Generating Company Ltd. (VPGCL)’ was incorporated on September 6, 2006 with NTPC Ltd. contributing 51% of equity and balance equity was contributed by Bihar State Electricity Board. This Company was formed to renovate the existing units and run the plant. VPGCL was rechristened ‘Kanti Bijlee Utpadan Nigam Limited’ on 10.04.2008. Both units of the transferred station were under renovation and modernisation since the date of transfer (and not in operation). From 29.01.08, unit no. 02 (1X110 MW) after restoration and refurbishment is on trial operation for attaining stability in operation. In financial year 2008-09, the second unit generated 226 MUs, highest generation by this unit since 1999-2000. Renovation and Modernization of first Unit is under progress. Further, pre-award activities for expansion stage consisting of two units of 195 MW each are under progress.

(f) Bhartiya Rail Bijlee Company Limited (BRBCL) A subsidiary of NTPC under the name of “Bhartiya Rail Bijlee Company Limited” was incorporated with Railways on 22.11.2007 with 74:26 equity contribution from NTPC Ltd. and Ministry of Railways, Govt. of India respectively for setting up of 4 units of 250 MW each of coal based power plant at Nabinagar, Bihar. Investment approval for the project was accorded in January 2008. Land acquisition activities are in advance stage.

A brief summary of operations of subsidiaries, as on 30.09.2009, is as under:

NTPC Electric

Supply Co Limited

NTPC Vidyut Vyapar Nigam Limited

NTPC Hydro Limited

Kanti Bijlee Utpadan Nigam

Bhartiya Rail Bijlee Company


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Limited Limited* 1 Date from

which they became subsidiary

August 21,2002 November 1,2002 December 12,2002

September 6,2006

November 22, 2007

2 Extent of Ownership

100% 100% 100% 51% 74%

3 Performance for the half-year ended 30.09.2009

Total Income Rs.29 crore PAT Rs. 9.6 crore

Set up KINESCO Power and Utility Pvt. Ltd, a JV with Kerala Industrial Infrastructure Development Corporation(KINFRA) to take up retail distribution of power in various Industrial parks developed by KINFRA in Kerala and other SEZs and industrial areas

Transacted a business of 2.243 billion units during current fiscal Total Income Rs.690 crore PAT Rs 19.5 crore

Pre award activities for 171 MW Lata Tapovan HEP and 120 MW Rammam HEP in progress

Revival / R&M of existing 2*110 MW Units and Pre-award activities for 2*195 MW expansion in progress

Land acquisition for 4*250MW Nabinagar TPP in progress

JOINT VENTURES OF THE COMPANY UNDER COMMERCIAL OPERATION

Sl Name of the JV Company

NTPC’s Holding as on 30.09.2009

Area(s) of Operation Performance during current fiscal (upto half year ended 30.09.2009)

1 Utility Powertech Limited (UPL)

50% To take up assignments of construction, erection and supervision in power sector and other sectors in India and abroad.

Total Income Rs.122.6 crore, PAT Rs 4.7 crore

2 NTPC-SAIL Power Company Pvt. Ltd.

50%

To own and operate a capacity of 814 MW as captive power plants for SAIL’s steel manufacturing facilities located at Durgapur, Rourkela and Bhilai.

Total Income Rs.280.4 crore PAT Rs 10.7 crore

3 NTPC-Alstom Power Services Private Limited

50%

To take up Renovation & Modernization assignments of power plants both in India and abroad.

Total Income Rs.15.9 crore

4 Ratnri Gas and power Pvt. Limited

30.17% To take over and operate gas based Dabhol Power Project alongwith LNG terminal.

Total Income Rs.1687.1 crore, PAT Rs. 155.1 crore*

5 Transformers and Electricals Kerala Ltd.

44.6%

Manufacturing and repair of heavy duty transformers.

Total Income Rs. 97.3 crore. PAT Rs.5.5 crore*

*financial statements are un-audited

OTHER JOINT VENTURES

Sl Name of the

JV Company NTPC’s Holding as on 30.09.2009

Area(s) of Operation Status

1 NTPC Tamil Nadu Energy Company Ltd.

50%

To set up a coal-based power station of 1000MW capacity, at Vallur, using Ennore port infrastructure facilities.

Project under construction


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2 Aravali Power Company Private Ltd.

50% To set up coal based power Project of 1500 MW (3x500 MW),in Jhajjar District of Haryana. NTPC would also operate and maintain the station on Management Contract basis for at least 25 years.

Project under construction

3 Meja Urja Nigam Private Limited

50%

To set-up a power plant of 1320 MW (2X660 MW) at Meja Tehsil in Allahabad district in the state of Uttar Pradesh.

Land acquisition and clearances in progress.

4

NTPC BHEL Power Projects Pvt Ltd.

50% To carry out Engineering Procurement and Construction (EPC) activities in the power sector and to engage in manufacturing and supply of equipment for power plants and other infrastructure projects in India and Abroad.

Business plan for Phase-I for BOP prepared and approved by NBPPL board

5 BF-NTPC Energy Systems Limited

49%

To establish a facility to take up manufacturing of castings, forgings, fittings and high pressure piping required for power projects and other industries, Balance of Plant (BOP) equipment for the power sector

Joint Business development group constituted. Appointment of consultant for preparing Business plan in progress

6 Nabinagar Power Generating Company Private Limited

50%

To set-up a coal based power project having capacity of 1980 MW (3X660 MW) and operation & maintenance thereof at Nabinagar in district Aurangabad of State of Bihar.

Land acquisition activities initiated and clearances under progress

7 National Power Exchange Limited

16.67% To operate a Power Exchange at National level.

CERC has granted in-principle approval to set-up and operate the power exchange

8 NTPC-SCCL Global Ventures Pvt. Ltd.

50%

To jointly undertake the development and operation & maintenance of coal Blocks and integrated coal based power projects in India and abroad.

9 International Coal Ventures Private Limited (ICVPL)

14.29% To carry on business for overseas acquisition and/or operation of coal mines or blocks/companies for securing coking and thermal coal supplies

10 National High Power Test laboratory Private Limited (NHPTLPL)

25%

To set-up On-line High Power Test Laboratory for short circuit test facility in the Country.

11 Energy Efficiency Services Limited

25% To engage in the business of carrying on and promoting business of energy efficiency and climate change, including manufacture and supply of energy efficiency services and products and providing consultancy services in relation to the same.

VI. BRIEF HISTORY OF ISSUER SINCE INCORPORATION, DETAILS OF ACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS

HISTORY & BACKGROUND Prior to the establishment of the Issuer, power generation and capacity augmentation in India was largely the responsibility of State Electricity Boards (SEBs). The gap between demand and supply for electricity and the ability of SEBs to supply it was perceived as a significant factor by the Govt. of India affecting the economic development of India. To address these shortages in generation of electricity, the Company was set up as a Central Sector Power Utility to augment power generation.


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The Company was incorporated as National Thermal Power Corporation Private Limited, a private limited company, 100% owned by Government of India, on November 7, 1975 under the Companies Act. The word ‘private’ was deleted on September 30, 1976 and the name of the Company became National Thermal Power Corporation Limited. Pursuant to the resolution of our shareholders in a general meeting held on September 30, 1985, Company was converted from a private limited company to a public limited company in accordance with the provisions of the Companies Act. During 1997, the Government of India granted enhanced autonomy in terms of greater operational freedom and decision making by declaring it as one of the Navratna (nine jewels) by virtue of its operational and financial strength and market leadership.

On 28 October 2005, in order to give the Company a new corporate identity, its name was changed from “National Thermal Power Corporation Limited” to “NTPC Limited” pursuant to the resolution of shareholders in a general meeting held on September 23, 2005.The new name signifies the substantial ground covered by NTPC and its subsidiaries in the areas of hydro power, coal mining, oil and gas value-chain, power trading and also the substantial efforts in the area of power distribution. All the initiatives of backward, forward and lateral integration are primarily aimed at strengthening NTPC’s core business of power generation. In July 1976, the registered office of was changed from Shram Shakti Bhawan, New Delhi to Kailash Building, Kasturba Gandhi Marg, New Delhi; subsequently, in May 1979 to NTPC Square, 62-63, Nehru Place, New Delhi and thereupon in October 1988 to the present Registered Office.

Major Events

YEAR EVENT

1975 • Incorporated on November 7, 1975 1978 • Takeover of management of the Badarpur project. 1982 • The first 200MW unit at Singrauli is commissioned.

• The first direct foreign currency borrowing for NTPC- a consortium of foreign banks led by Standard Chartered Merchant Bank extends a loan of GBP 298.41 million for the Rihand project.

• Establishment of Power Management Institute, Delhi, a centre for education 1984 • The transmission line based on HVDC (High Voltage Direct Current)

technology, commissioned for power transmission from Rihand to Delhi. • Singrauli project receives World Bank loan of USD 150 million through

Government of India. 1986 • Synchronization of its first 500MW unit at Singrauli.

• Becomes one of the first PSUs to issue bonds in the debt market. 1987 • Crossed the 5000 MW installed capacity mark. 1988 • Raised first syndicated Japanese loan of 30 billion JPY 1989

• Consultancy division launched. • First unit (88 MW) of first gas based combined cycle power plant at Anta,

Rajasthan commissioned. 1990 • Total installed capacity crosses 10000 MW 1992 • Acquisition by the Company of Feroze Gandhi Unchahar Thermal Power

Station (2x210MW) from Uttar Pradesh Rajya Vidyut Utpadan Nigam of Uttar Pradesh.

• Pursuant to legislation by the Parliament of India, the transmission systems owned by The Company was transferred to Power Grid Corporation of India Limited.

1993 • For the first time, IBRD extended direct loan of USD 400 million under time slice concept for its projects

1994 • Crossed 15000 MW of installed capacity. • Declared a dividend of Rs. 65 crore for the first time. • Jhanor-Gandhar (Gujarat) becomes the first thermal power station to have

commissioned an integrated Liquid Waste Treatment Plant (LWTP) 1997 • Identified by the GoI as one of the Navratna public sector undertakings.


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• Achieved 100 billion units generation in one year. • A consortium of foreign banks led by Sumitomo Bank, Hong Kong extended

foreign currency loan of 5 billion Japanese Yen for the first time without GOI guarantee.

1998 • Commissioned the first Naphtha based plant at Kayamkulam with a capacity of 350MW.

1999 • Dadri thermal power project, Uttar Pradesh adjudged the best in India with a PLF of 96.12%.

• Dadri, Uttar Pradesh certified with ISO-14001 on October 7, 1999. 2000 • Commeced construction of a first hydro-electric power project of 800MW

capacity in Himachal Pradesh. 2002 • Three wholly owned subsidiaries of NTPC viz. NTPC Electric Supply

Company Limited. NTPC Hydro Limited and NTPC Vidyut Vyapar Nigam Limited incorporated.

• Crossed the 20000 MW installed capacity mark. 2003 • Raised funds through bonds (Series XIIIth & XIVth) for prepayment of high

cost GOI loans. 2004 • Awarded contract for the first Super Critical Thermal Power Plant at Sipat.

• NTPC’s Feroze Gandhi Unchahar Thermal station achieved a record PLF of 87.43% in current year up from 18.02% in February 92 when it was taken over by NTPC.

• LIC extended credit facility for Rs.70 billion. Rs.40 billion is in the form of unsecured loans and Rs.30 billion in the form of bonds.

• NTPC made its debut issue of euro bonds amounting to USD 200 million in the international market.

• First coal mining block allotted. • Listing of our Equity Shares on the Stock Exchanges

2005 • NTPC received the International Project Management Award 2005 for its

Simhadri project at the International Project management Association World Congress. NTPC became the only Asian Company to receive this award.

• NTPC ranked as the Third Great Place to work for in India for second time in succession by a survey conducted by Grow Talent and Business World 2005.

2006 • For the fourth consecutive year, NTPC continued to realise 100% of current bills .

• On 01.06.2006, Badarpur Thermal Power Station having an installed capacity of 705 MW was transferred by Government of India to NTPC.

• Another 740 MW was added through its Joint Venture, Ratnri Gas and Power Private Limited, Dabhol thus taking installed capacity of the NTPC group to 27904 MW

2007 • Ministry of Coal, Government of India granted in-principle approval for allocation of a new coal block, namely, Chhati Bariatu South to NTPC subject to the conditions stipulated in the approval letter. The share of reserves is indicated as 354 Million Tonnes.


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2008 • NTPC Limited, adjudged as the Star PSU -2008. • NTPC allocated 0.5% of distributable profits annually for its R & D fund for

sustainable Energy for development of green & clean technologies. • Strategic forays into manufacturing by forming Joint Venture Companies with

BHEL and Bharat Forge. • Three units of 500 MW each declared commercial, Two units of 250 MW and

500 MW commissioned • A Memorandum of Understanding signed with Asian development Bank, GE

Energy Financial Services, USA, Kyushu Electric Power Co. Inc, Japan and Brookfield Renewable power Inc., Canada for setting up a Joint Venture Company for undertaking renewable power generation under Public-Private-Partnership

• Board of Directors expanded by appointment of 5 more independent directors • Joint Venture Company under the name “ National Power Exchange Limited”

incorporated on 11th December 2008 amongst NHPC Ltd, PFC Ltd and TCS Ltd. to operate Power Exchange at national level.

2009 • A Memorandum of Understanding signed with Hindustan Aeronautics Limited for preparation of detailed project report for “Repairs of Hot Gas Path Components which may eventually graduate to manufacturing facility creation for GT indigenously” by forward and reverse engineering

• A Joint Venture Agreement was signed with SAIL,RINL,CIL and NMDC to form a JV Company, namely, “International Coal Ventures Private Limited” for securing metallurgical coal and thermal coal assets from overseas and to leverage domain knowledge and human capital for international mining business development

• NTPC has entered in to an MOU with Nuclear Power Corporation of India Ltd (NPCIL) for development of Nuclear Power in India and for this purpose to form a joint venture company for setting up Nuclear Power Projects. The proposed JV Company will be a subsidiary of NPCIL with equity contribution of 51:49 by NPCIL and NTPC respectively.

• A Joint Venture Agreement has been signed on April 8, 2009 at New Delhi amongst NTPC Limited, NHPC Limited, Power Grid Corporation of India Limited and Damodar Valley Corporation for incorporation of a Joint Venture Company for setting up an Online High Power Indigenous Test Laboratory for short circuit testing facility and to ensure testing of the electrical equipments as per international standards.

• A Joint Venture Company of NTPC Limited has been incorporated on May 20, 2009 under the name “International Coal Ventures Private Limited” (ICVL) in association with Steel Authority of India (SAIL), Coal India Limited (CIL), Rashtriya Ispat Nigam Limited (RINL) and NMDC Limited (NMDC). SAIL, CIL, RINL, NMDC and NTPC shall contribute in the equity share capital of the Company in the ratio of 2:2:1:1:1 respectively.The Company has been incorporated for the purpose of carrying on business for overseas acquisition and/ or operation of coal mines or blocks/ companies for securing coking and thermal coal supplies.

• A Joint Venture Company of NTPC Limited has been incorporated on May 22, 2009 under the name “National High Power Test Laboratory Private Limited” (NHPTLPL) in association with NHPC Limited (NHPC), Power Grid Corporation of India Limited (Power Grid) and Damodar Valley Corporation (DVC). NTPC, NHPC, Power Grid and DVC shall equally contribute in the equity share capital of the Company. The Company has been incorporated for setting up an On-line High Power Test Laboratory for short-circuit test facility in the Country.

• Long term Fuel Supply Agreement was signed between Coal India Ltd. (CIL) and NTPC Ltd. for supply of coal to NTPC Power Stations for a period of 20 years on 29th May, 2009.

• NTPC has acquired 44.6% of presently paid-up capital of TELK (Transformers and Electricals Kerala Limited) on 19.06.2009 from Government of Kerala at a total value of Rs. 31.34 crore, subject to final price


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to be based on the valuation of the assets of TELK as on 31.03.2009. TELK is engaged in manufacturing and repair of heavy duty transformers.

• National Power Exchange Limited, a JV Company of NTPC Ltd., NHPC Ltd., Power Finance Corporation Ltd. and Tata Consultancy Services Ltd. has been granted in-principle approval on July 1, 2009 to set-up and operate NPEX, the power exchange.

• A Joint Venture Agreement was signed on October 12, 2009 at New Delhi amongst NTPC Limited and Coal India Limited for incorporation of Joint Venture Company with equal equity participation for development of Brahmini & Chichro Patsimal coal mine blocks. The coal from these mines would be supplied to Farakka and Kahalgaon expansion projects of NTPC. After meeting the coal requirements of Farakka and Kahalgaon expansion projects of NTPC, the proposed JV Company will also consider implementation of integrated thermal power plant, if found feasible.

• A Joint Venture Company was formed on 10th December 2009 amongst NTPC Limited, Power Finance Corporation Limited, Power Grid Corporation of India Limited and Rural Electrification Corporation Limited to promote the business of Energy Efficiency, Energy Conservation and Climate Change.

PERFORMANCE DURING FINANCIAL YEAR 2008-09 (AUDITED) Gross Revenue of Rs.45,256 crore during 2008-09 as against Rs.40,011 crore for the year 2007-08, an increase of 13.11%. Profit after tax for the year 2008-09 is Rs.8201 crore as compared to Rs.7415 crore during the year 2007-08, an increase of 10.60%. Domestic Bonds of Rs.1,900 crore were issued on Private Placement basis to eligible institutions. During the year 2008-09, the Company achieved its highest ever Capex of Rs.12,686 crore. PERFORMANCE DURING HALF YEAR ENDED SEPTEMBER 2009 (AUDITED) Gross Revenue of Rs.24,297 crore during half-year 2009-10 as against Rs.20,663 crore for the corresponding half-year 2008-09, an increase of 17.59%. Profit after tax for the half-year ended 30.09.2009 is Rs.4346 crore as compared to Rs.3837 crore in the corresponding half-year ended 30.09.2008,an increase of 13.18%. During the current fiscal, Domestic Bonds amounting to Rs. 700 crore have been issued on Private Placement basis to eligible institutions. CAPITAL STRUCTURE (as on 31st December 2009) (Rs.in crore)

Particulars Amount 1. SHARE CAPITAL a. Authorised Equity Share Capital

10,000,000,000 Equity Shares of Rs. 10/-each 10000.00 b. Issued Equity Share Capital

8,245,464,400 Equity Shares of Rs. 10/- each 8245.46 c. Subscribed & Paid-up Equity Share Capital 8,245,464,400 Equity Shares of Rs. 10/- each 8245.46

2. SHARE PREMIUM ACCOUNT 2228.11

Equity Share capital history of NTPC Limited:


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Year of Allotment

No. of Equity Shares

Face Value (Rs.)

Issue price (Rs.)

Consideration in Cash/

other than cash

Nature of allotment

Cumulative Equity Share

Capital (Rs.)

2 1,000 1,000 Cash Subscription to Equity Shares on signing of the Memorandum of Association

2,000

2 1,000 1,000 Cash Release of Equity by GoI for issue of share in favour of nominees of President of India

4,000

1977

258,597 1,000 1,000 Cash Further issue*

258,601,000

1978 550,000 1,000 1,000 Cash Further issue*

808,601,000

1979 1,280,100 1,000 1,000 Cash Further issue*

2,088,701,000


4,551,501,000


7,072,001,000


11,120,131,000


13,949,962,000


19,030,062,000


25,242,338,000

3 1,000 1,000 Cash Release of Equity by GoI for issue of share in favour of nominees of President of India.

25,242,341,000 1986

5,678,196 1,000 1,000 Cash Further issue*

30,920,537,000


36,485,302,000


43,351,952,000


47,038,502,000


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Year of Allotment


Face Value (Rs.)

Issue price (Rs.)

Consideration in Cash/

other than cash

Nature of allotment

Cumulative Equity Share

Capital (Rs.)


57,237,102,000


67,547,794,000


74,899,794,000


79,998,394,000

(13,862,600) 1,000 - - Reduction of Equity Shares upon transfer of assets pertaining to transmission systems to Powergrid Corporation of India Limited as per MoP order dated March 31, 1994

66,135,794,000 1996

7,213,900 1,000 1,000 Cash Further issue*

73,349,694,000

1997 688,100 1,000 1,000 Cash Further issue*

74,037,794,000


75,625,494,000


78,125,494,000

Each Equity Share of the Company of face value Rs. 1,000 has been split into 100 Equity Shares of the face value of Rs. 10 each, pursuant to a shareholders’ resolution dated September 23, 2002. October 27, 2004

432,915,000 10 62 Cash Allotment pursuant to the IPO of our Company

82,454,644,000

Total 8,245,464,400 82,454,644,000 * Allotment of Equity Shares to the President of India acting though the MoP against funds released by the GoI. Further, pursuant to decision of Cabinet Committee of Economic Affairs on October 19,2009, 412,273,220 Equity Shares of Rs.10/- each were offered to public through “Further Public Offering” by Government of India under “Offer for sale” thereby reducing the stake of Government of India from 89.5 % to 84.5%. Post February 18, 2010 Government of India is holding 6,967,361,180 equity shares and balance 1,278,103,220 equity shares are held by Institutional Investors and Public. Ever since, the paid up equity held by Institutional Investors and Public is 15.5%.


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SHAREHOLDING PATTERN (as on 31st December, 2009)

Category code

Category Number of shareholders

Total number of shares

% Shareholding

(A) Shareholding of Promoter and Promoter Group

(1) INDIAN

(a) Individuals /Hindu Undivided Family 0 0 0.00

(b) Central Government/State Government(s)*

1 7379634400 89.50

(c) Bodies Corporate 0 0 0.00

(d) Financial Institutions / Banks 0 0 0.00

(e) Any Others 0 0 0.00

Sub-Total (A) (1) : 1 7379634400 89.50

(2) FOREIGN

(a) Individuals (NRIs/Foreign Individuals) 0 0 0.00

(b) Bodies Corporate 0 0 0.00

(c) Institutions 0 0 0.00

(d) Any Others 0 0 0.00

Sub-Total (A)(2) : 0 0 0.00

Total Share Holding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)

1 7379634400 89.50

(B) PUBLIC SHAREHOLDING

(1) INSTITUTIONS

(a) Mutual Funds /UTI 183 120274848 1.46

(b) Financial Institutions /Banks 61 280187429 3.40

(c) Central Government / State Government(s)

0 0 0.00

(d) Venture Capital Funds 0 0 0.00

(e) Insurance Companies 0 0 0.00 (f) Foreign Institutional Investors 258 195843243 2.38

(g) Foreign Venture Capital Investors 0 0 0.00

(h) Any Others 0 0 0.00

Sub-Total (B)(1) : 502 596305520 7.23

(2) NON-INSTITUTIONS

(a) Bodies Corporate 4298 99983531 1.21

(b) Individuals


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(i) Individual shareholders holding nominal share capital up to Rs.1 lakh

806228 151803248 1.84

(ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakh

419 11158435 0.14

(c) Any Others

Clearing Members 571 1602265 0.02

Non Resident Indians 7900 4307436 0.06 Trusts 84 662510 0.01 Foreign Bodies 1 1500 0.00

Foreign Nationals 4 2555 0.00

Overseas Corporate Bodies 2 3000 0.00

Sub-Total (B)(2) : 819507 269524480 3.27

Total Public Share Holding (B)=(B)(1)+(B)(2) :

820009 865830000 10.50

Total (A)+(B) : 820010 8245464400 100.00

(C) Shares held by custodians, against which Depository Receipts have been issued

0 0 0.00

GRAND TOTAL (A)+(B)+(C) : 820010 8245464400 100.00

*During February, 2010, Government of India has disinvested 412,273,220 Equity Shares. The

shareholding pattern of the Government of India prior to disinvestment (pre-offer) and subsequent upon disinvestment (post offer) is detailed below:

Pre-Offer Post-Offer Shareholders


Percentage of shareholding


Percentage of shareholding

President of India, acting through the MoP

7,379,634,400 89.50 6,967,361,180 84.50

BORROWINGS

The Company raises debt from domestic as well as international markets in both Rupee and foreign currencies. Traditionally, a significant part of external funding was in the form of foreign currency loans from multilateral agencies such as the World Bank and the Asian Development Bank which were guaranteed by the Government of India. In recent years, the Company increased reliance on Rupee and foreign currency denominated commercial borrowings comprising of export credits for imported equipment, syndicated loans and domestic borrowings in Rupees in the form of loans and bonds. The Company has both secured and unsecured borrowings. Secured borrowings account for over 25% of total borrowings as on 31st December 2009 and mainly comprise of bonds issued in domestic market. The details of borrowings is furnished below:

Debt Outstanding (Rs. in crore)

(as on 31st December 2009) (a) Secured Loans 1. Borrowings through issue of Bonds 8575.00 2.Obligations under finance lease 1.45 (b) Unsecured Loans


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1. Long Term Loan from Banks/ Institutions/GOI 16219.39 2. Public Deposits 13.64 (c) Foreign Currency Borrowings 1. Unsecured ECBs/ Syndicated Loan from Banks 9852.35 2. Secured Loans from Banks (Guaranteed by Govt. of India) 561.68 Total 35223.51

VII. SUMMARY TERM SHEET

Issuer NTPC Ltd.

Issue Size Rs. 500 crore with a green shoe option of retaining oversubscription upto Rs 200 crore issued through Fixed Coupon Route on private placement basis.

Issue Objects Financing a part of the capital expenditure on the on-going Capacity Addition Programme, Renovation & Modernisation schemes, Coal Mining projects, LNG business of Company and refinancing of debt.

Instrument Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds in the nature of Debentures (Series-XXXI)

Issuance/ Trading In Demat Mode

Credit Rating “AAA” by CRISIL and “LAAA” by ICRA

Security The proposed Bonds shall be secured by way of Registered and/or Equitable Mortgage(s) by deposit of Title Deeds of the immovable properties (plant and machinery & other fixed assets built on the land as well as work in progress) of the Company. The Security shall be created by way of pari-passu charge with minimum asset coverage of 1.0 times

Face Value Rs. 10,00,000/- per Bond

Issue Price At par (Rs. 10,00,000/- per Bond)

Redemption Price At par (Rs. 10,00,000/- per Bond)

Minimum Subscription 50 Bonds and in multiples of one Bond thereafter

Bond Series Series-XXXI

Put & Call Option No put or call option

Redemption Bullet Repayment on 09.03.2020

Coupon Rate 8.78% p.a. Interest Payment Annual

Interest Payment Date Annually on 15th July of every year and part interest payment on redemption date.

Listing Proposed on the Wholesale Debt Market (WDM) Segment of the Bombay Stock Exchange Limited (BSE)

Trustee IDBI Trusteeship Services Limited, has been appointed by the Company to act as Trustees for and on behalf of the holder(s) of the Bonds

Depository National Securities Depository Ltd. and Central Depository Services (India) Ltd.

Registrars BEETAL Financial & Computer Services Private Limited.

Interest on Application Money

At the respective coupon rate i.e 8.78% from the date of realization of cheque(s)/ demand draft(s)/ RTGS/ECS upto one day prior to the Deemed Date of Allotment

Settlement Payment of interest and repayment of principal shall be made by way of cheque(s)/ interest/ redemption warrant(s)/ demand draft(s)/ credit through RTGS/ECS mechanism

Mode of Subscription Cheque(s)/ demand draft(s) may be drawn in favour of “NTPC Limited " and crossed “Account Payee Only” payable at par at designated centres mentioned elsewhere in the Disclosure Document or remittance through RTGS


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mechanism as per details given in application form

Issue opens on 04.03.2010

Issue Closes on 04.03.2010

Pay-in-Date 04.03.2010

Deemed Date of Allotment

09.03.2010

* subject to deduction of tax at source, as applicable. VIII. TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OF

ISSUANCE, ISSUE SIZE, UTILIZATION OF ISSUE PROCEEDS, STOCK EXCHANGES WHERE SECURITIES ARE PROPOSED TO BE LISTED, REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION, DISCOUNT AT WHICH OFFER IS MADE AND EFFECTIVE YIELD FOR INVESTOR)

PRIVATE PLACEMENT OF 8.78% SECURED NON-CUMULATIVE NON CONVERTIBLE REDEEMABLE TAXABLE BONDS (XXXI SERIES) IN THE NATURE OF DEBENTURES OF RS. 10 LAKH EACH FOR CASH AT PAR AGGREGATING TO RS. 500 CRORE WITH A GREEN SHOE OPTION TO RETAIN OVERSUBSCRIPTION UPTO RS. 200 CRORE Issue Size NTPC Ltd. (the ‘Issuer’ or “NTPC Ltd” or “the Company” or “the Corporation) proposes to raise Rs.500 crore with a green shoe option to retain oversubscription of Rs. 200 crore , by issue of Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds in the nature of Debentures, on Private Placement basis of the face value of Rs.10,00,000/- each by way of private placement ('the Issue’). Registration and Government Approvals The Company can undertake the activities proposed by it in view of the present approvals and no further approval from any government authority(ies) is required by it to undertake the proposed activities save and except those approvals which may be required to be taken in the normal course of business from time to time.

The present issue of Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds is being made pursuant to the Resolution of the Board of Directors of the Company passed in its meeting held on 16th April 2009 wherein the Chairman and Managing Director / Director (Finance) have been authorized to decide the structure, amount, pricing, timing, tenor, number of tranches, mode of issuance i.e. book building, direct or otherwise, execute documents and deeds as may be necessary in respect of the allotment of Bonds and all other details with regard to issuance of bonds in the domestic markets.. The Company has passed a resolution under Section 293(i)(d) of the Companies Act,1956 in the Annual General Meeting held on 17th September 2008, to raise fresh borrowings together with the moneys already borrowed (apart from the temporary loans obtained from the bankers of the Company in the ordinary course of business) aggregating upto Rs. 1,00,000 crore. The aggregate amount of borrowings including the Bonds offered through this document is well within the limits of borrowings mentioned above. The Company can issue the bonds proposed by it in view of the present approvals and no further approvals in general from any Government Authority are required by it to undertake the proposed activity.

Objects of the Issue The funds are being raised for financing a part of the capital expenditure on the on-going Capacity Addition Programme, Renovation & Modernisation schemes Coal Mining projects, LNG business of NTPC and refinancing of debt as approved in the meeting of the Board of Directors held on 16th April 2009. The Main Object clause of the Memorandum of Association of the Company enables it to undertake the activities for which the funds are being raised through the present issue and also the activities which the Company has been carrying on till date.

Utilisation of Issue Proceeds


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The Company is managed by professionals under the supervision of its Board of Directors. Further, the Company is subject to a number of regulatory checks and balances as stipulated in its regulatory environment. Therefore, the management shall ensure that the funds raised via this private placement shall be utilized only towards satisfactory fulfilment of the Objects of the Issue. The Company further confirms that the proceeds of the current issue of Bonds shall not be used for providing loan to or acquisition of shares of any person who is part of the same group or who is under the same management.

Minimum Subscription As the current issue of Bonds is being made on private placement basis, the requirement of minimum subscription shall not be applicable and therefore the Company shall not be liable to refund the issue subscription(s)/ proceed(s) in the event of the total issue collection falling short of issue size or certain percentage of issue size. Underwriting The present Issue of Bonds is on private placement basis and has been underwritten to the extent of Rs. 500 crores. Nature of Bonds The Bonds are to be issued in the form of Secured Non-Convertible Redeemable Bonds in the nature of Debentures (Series-XXXI).The Bonds shall be issued under the Bond Trust Deed which will be executed in favour of the Debenture Trustee.

Security

The Bonds shall be secured by way of Registered and/or Equitable Mortgage(s) by deposit of Title Deeds of the immovable properties (plant and machinery & other fixed assets built on the land as well as work in progress) and/or by hypothecation of movable assets excluding book debts of the Company as may be identified for this purpose. The Security shall be created by way of first/pari-passu charge.

The Company shall at all times maintain a minimum security cover of 1.0 times of the value of all the outstanding secured long term loans and/or debentures outstanding including Bonds proposed to be issued. The said security shall be created in favour of the Trustees within 3 months from the Deemed Date of Allotment or such extended period as may be permitted by the relevant authority(ies). The Security will be created by the Company, as aforesaid, in favour of the Trustee on such of the assets for which the Company obtains, after all due diligence and efforts, the requisite consents and permissions applicable under law or in accordance with the contractual conditions of holding of such assets for creating the above-mentioned charge. The creation of such security shall be sufficient compliance of the Company’s obligation to create security.

Face Value, Issue Price, Effective Yield for Investor Each Bond has a face value of Rs. 10,00,000/- and is issued at par i.e. for Rs. 10,00,000/-. The Bonds shall be redeemable at par i.e. for Rs. 10,00,000/- per Bond. Since there is no premium or discount on either issue price or on redemption value of the Bonds, the effective yield for the investors shall be the same as the coupon rate on the respective bond series.

Terms of Payment

The full face value of the Bonds applied for is to be paid alongwith the application form. Investor(s) need to send in the application form and the cheque(s)/ demand draft(s)/ RTGS/ECS for the full face value of the Bonds applied for.

Face Value per Bond Minimum Application for Amount Payable on

Application per Bond Rs. 10,00,000/- 50 Bonds and in multiples

of one Bond thereafter Rs. 10,00,000/-

Deemed Date of Allotment Interest on Bonds shall accrue to the Bondholder(s) from and including 09.03.2010 which shall be the Deemed Date of Allotment. All benefits relating to the Bonds will be available to the investors from the


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Deemed Date of Allotment. The actual allotment of Bonds may take place on a date other than the Deemed Date of Allotment. The Company reserves the right to modify allotment date/ deemed date of allotment at its sole and absolute discretion without any notice. In case if the issue closing date is changed (pre-poned/ postponed), the Deemed Date of Allotment may also be changed (pre-poned/ postponed) by the Company at its sole and absolute discretion. Letter(s) of Allotment/ Bond Certificate(s)/ Refund Order(s) Issue of Letter(s) of Allotment The beneficiary account of the investor(s) with National Securities Depository Ltd. (NSDL)/ Central Depository Services (India) Ltd. (CDSL)/ Depository Participant will be given initial credit within 2 working days from the Deemed Date of Allotment. The initial credit in the account will be akin to the Letter of Allotment. On completion of the all statutory formalities, such credit in the account will be akin to a Bond Certificate. Issue of Bond Certificate(s) Subject to the completion of all statutory formalities within 3 months from the Deemed Date of Allotment, or such extended period as may be approved by the appropriate authority(ies), the initial credit akin to a Letter of Allotment in the Beneficiary Account of the investor would be replaced with the number of Bonds allotted. The Bonds since issued in electronic (dematerialized) form, will be governed as per the provisions of The Depository Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules notified by NSDL/ CDSL/ Depository Participant from time to time and other applicable laws and rules notified in respect thereof. Depository Arrangements The Company has appointed BEETAL Financial & Computer Services Private Limited, BEETAL House, 3rd Floor, 99, Madangir, New Delhi-110062 [Tel No. (011) 29961281 and 29961282, Fax No. 011-29961284, E-mail: [email protected]] as Registrars & Transfer Agent for the present bond issue. The Company has made necessary depository arrangements with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) for issue and holding of Bonds in dematerialised form. In this context the Company has signed two tripartite agreements as under:

• Tripartite Agreement dated 18.06.2005 between NTPC Limited, BEETAL Financial & Computer Services Private Limited and National Securities Depository Ltd. (NSDL) for offering depository option to the investors.

• Tripartite Agreement dated 03.05.2005 between NTPC Limited, BEETAL Financial & Computer Services Private Limited and Central Depository Services (I) Ltd. (CDSL) for offering depository option to the investors.

Investors can hold the bonds only in dematerialised form and deal with the same as per the provisions of Depositories Act, 1996 as amended from time to time Procedure for applying for Demat Facility

1. The applicant must have at least one beneficiary account with any of the Depository Participants (DPs) of NSDL or CDSL prior to making the application.

2. The applicant must necessarily fill in the details (including the beneficiary account number and Depository Participant’s ID) appearing in the Application Form under the heading ‘Details for Issue of Bonds in Electronic/ Dematerialised Form’.

3. Bonds allotted to an applicant will be credited directly to the applicant’s respective Beneficiary Account(s) with the DP.

4. For subscribing the bonds, names in the application form should be identical to those appearing in the account details in the depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the depository.

5. Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrars to the Issue.

6. If incomplete/incorrect details are given under the heading ‘Details for Issue of Bonds in Electronic/ Dematerialised Form’ in the application form, it will be deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Company.

7. For allotment of Bonds, the address, nomination details and other details of the applicant as registered with DP shall be used for all correspondence with the applicant. The Applicant is therefore responsible for the correctness of iits demographic details given in the application form vis-à-vis those with their DP. In case the information is incorrect or insufficient, the Issuer would not be liable for losses, if any.


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8. It may be noted that Bonds being issued in electronic form, the same can be traded only on the Stock Exchanges having electronic connectivity with NSDL or CDSL. Bombay Stock Exchange Limited., where the Bonds of the Company are proposed to be listed has connectivity with NSDL and CDSL.

9. Interest or other benefits would be paid to those Bondholders whose names appear on the list of beneficial owners given by the Depositories to the Company as on Record Date/ Book Closure Date. In case of those Bonds for which the beneficial owner is not identified by the Depository as on the Record Date/ Book Closure Date, the Company would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to the Company, whereupon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30 days.

Market Lot The market lot will be one Bond (“Market Lot”). Since the Bonds are being issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of Bonds. Trading of Bonds The marketable lot for the purpose of trading of Bonds shall be one Bond i.e. in denomination of Rs.10 lakh. Trading of Bonds would be permitted in demat mode only and such trades shall be cleared and settled in recognised stock exchange(s) subject to conditions specified by SEBI. In case of trading in Bonds which has been made over the counter, the trades shall be executed and reported on a recognized stock exchange having a nation wide trading terminal or such other platform as may be specified by SEBI. Mode of Transfer of Bonds Bonds shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL/ CDSL/ Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Bonds held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. The provisions of The Depositories Act,1996 read with the Companies Act,1956 shall apply for transfer and transmission of Bonds.

Interest on Application Money Interest at the coupon rate @ 8.78% p.a, (subject to deduction of income tax under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof, as applicable) will be paid to all the applicants on the application money for the Bonds. Such interest shall be paid from and including the date of realisation of cheque(s)/ demand draft(s)/ RTGS/ECS upto but excluding the Deemed Date of Allotment. The interest on application money will be computed on the basis of actual number of days elapsed in a year. For this purpose a year would comprise a period of 365 days. In the leap year the month of February shall be considered as of 28 days and the year would be of 365 days. Such interest would be paid on all the valid applications, including the refunds. Where the entire subscription amount has been refunded, the interest on application money will be paid alongwith the Refund Orders. Where an applicant is allotted lesser number of bonds than applied for, the excess amount paid on application will be refunded to the applicant alongwith the interest on refunded money. The interest cheque(s)/ demand draft(s) for interest on application money (alongwith Refund Orders, in case of refund of application money, if any) shall be dispatched by the NTPC within 7 days from the Deemed Date of Allotment and the relative interest warrant(s) alongwith the Refund Order(s), as the case may be, will be dispatched by registered post/courier/speed post to the sole/ first applicant, at the sole risk of the applicant.

Interest on the Bonds The Bonds shall carry interest at coupon rate i.e @ 8.78% p.a [subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof for which a certificate will be issued by the Company]. The first interest shall be computed from the Deemed Date of Allotment till 14.07.2010 and will be paid on 15.07.2010.Thereafter interest payment shall be made annually on 15th July, each year till final maturity of the Bonds so as to include the previous interest payment date and exclude the current interest payment date. Final interest payment for the broken period shall be made on the date of


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redemption. Interest on Bonds will cease from the date of final redemption in all events. The Company retains the right to revise (pre-pone/ postpone) the above interest payment date(s) at its sole and absolute discretion. If any interest payment date falls on a day which is not a Business Day (‘Business Day’ being a day on which Commercial Banks are open for Business in the city of Delhi), then payment of interest will be made on the next day that is a business day but without liability for making payment of interest for the intervening period. Computation of Interest The interest shall be computed on the basis of actual number of days elapsed in a year on the face value of principal outstanding on the Bonds at the applicable coupon rate rounded off to the nearest Rupee. For this purpose a year would comprise a period of 365 days.

Record Date The ‘Record Date’ for the Bonds shall be 20 days prior to each interest payment and/ or principal repayment date. Interest and/or principal repayment shall be made to the person whose name appears as sole/ first in the register of bondholders/ beneficiaries position of the Depositories on record date. In the event of the Company not receiving any notice of transfer at least 20 days before the respective due date of payment of interest and at least 20 days prior to the maturity date, the transferees for the Bonds shall not have any claim against the Company in respect of interest so paid to the registered bondholder. Deduction of Tax at Source Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. For seeking TDS exemption/ lower rate of TDS, relevant certificate(s)/ document(s) must be lodged at least 15 days before the payment of interest becoming due with the Registrars, BEETAL Financial & Computer Services Private Limited, House, BEETAL House, 3rd Floor 99, Madangir, New Delhi-110062 [Tel No. (011) 29961281 and 29961282, Fax No. 011-29961284, E-mail: [email protected]] or directly to Power Bonds Section of the Company located at Core-5, 4th Floor, SCOPE Complex, Lodi Road, New Delhi-110003. Tax exemption certificate/ declaration of non-deduction of tax at source on interest on application money, should be submitted along with the application form. Where any deduction of Income Tax is made at source, the Company shall send to the Bondholder(s) a Certificate of Tax Deduction at Source. Regarding deduction of tax at source and the requisite declaration forms to be submitted, prospective investors are advised to consult their own tax consultant(s). Redemption The face value of the Bond will be redeemed at par on 09.03.2020. The Bond will not carry any obligation, for interest or otherwise, after the date of redemption. The Bonds held in the dematerialised form shall be taken as discharged on payment of the redemption amount by the Company on maturity to the registered Bondholders whose name appear in the Register of Bondholders on the record date. Such payment will be a legal discharge of the liability of the Company towards the Bondholders. In case if the principal redemption date falls on a day which is not a Business Day (‘Business Day’ being a day on which Commercial Banks are open for Business in the city of Delhi), then the payment due shall be made on the next Business Day but without liability for making payment of interest for the intervening period. Settlement/ Payment on Redemption Payment on redemption will be made by way of cheque(s)/ redemption warrants(s)/ demand draft(s)/ credit through RTGS system/ECS in the name of the Bondholders whose name appear on the List of Beneficial Owners given by Depository to the Company as on the Record Date/ Book Closure Date. The Bonds shall be taken as discharged on payment of the redemption amount by the Company on maturity to the list of Beneficial Owners as provided by NSDL/ CDSL/ Depository Participant. Such


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payment will be a legal discharge of the liability of the Company towards the Bondholders. On such payment being made, the Company shall inform NSDL/ CDSL/ Depository Participant and accordingly the account of the Bondholders with NSDL/ CDSL/ Depository Participant shall be adjusted (debited). The Company’s liability to the Bondholders towards all their rights including for payment or otherwise shall cease and stand extinguished from the due date of redemption in all events. Further the Company will not be liable to pay any interest or compensation from the date of redemption. On the Company dispatching/ crediting the amount to the Beneficiary(ies) as specified above in respect of the Bonds, the liability of the Company shall stand extinguished. Effect of Holidays Should any of dates defined above or elsewhere in the Disclosure Document, excepting the Deemed Date of Allotment, fall on a Saturday, Sunday or a Public Holiday, the next working day shall be considered as the effective date(s). List of Beneficial Owners /Register of Beneficial Owners

The Company shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be. The depositories shall maintain a register and an index of Beneficial Owners in the manner provided in Sections 150,151 and 152 of the Companies Act, 1956. Who Can Apply The following categories are eligible to apply for this private placement of Bonds:

• Financial Institutions. • Insurance Companies. • Scheduled Commercial Banks and Subsidiaries of Nationalised Banks. • State Co-operative Banks. • Mutual Funds. • Provident Funds, Superannuation Funds, Gratuity Funds. • Statutory Corporations, Boards etc. • Registered Trusts. • Corporate Bodies. • Foreign Institutional Investors. • Registered Societies.

Documents to be provided by applicants Investors need to submit duly certified true copies of the following documents, as may be applicable to them, alongwith the Application Form:-

Financial Institutions, Insurance Companies, Statutory Corporations, Boards, Corporate Bodies, Foreign Institutional Investors:-

i. Resolution authorising the investment and containing operating instructions; and ii. Specimen Signatures of authorised signatories. iii. SEBI Registration Certificate (for FIIs only).

Scheduled Commercial Banks, Subsidiaries of Nationalised Banks, State Co-operative Banks:-

i. Power of Attorney; and ii. Specimen Signatures of authorised signatories.

Mutual Funds:-

i. SEBI Registration Certificate; ii. Resolution passed by the competent authority authorising the investment and containing

operating instructions; and iii. Specimen Signatures of authorised signatories.

Provident Funds, Superannuation Funds, Gratuity Funds:-

i. Resolution passed by the competent authority authorising the investment; and ii. Specimen Signatures of authorised signatories.


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Registered Trusts, Registered Societies:-

i. Constitution of the Institutions such as Trust Deed/Bye-laws/Resolutions etc.; ii. Resolution authorising the investment and containing operating instructions; and iii. Specimen Signatures of authorised signatories.

In addition to above, the investors may also attach such other documents as may be considered necessary by them. For investments made under Power of Attorney, certified true copy of notarised/registered Power of Attorney or other authority may also be submitted. However, out of the aforesaid class of investors eligible to invest, this Disclosure Document is intended solely for the use of the person to whom it has been sent by the Company for the purpose of evaluating a possible investment opportunity by the recipient(s) in respect of the securities offered herein, and it is not to be reproduced or distributed to any other persons (other than professional advisors of the prospective investor receiving this Disclosure Document from the Company. Application under Power of Attorney or by Limited Companies In case of applications made under a Power of Attorney or by a Limited Company or a Body Corporate or Registered Society or Mutual Fund, and scientific and/or industrial research organisations or Trusts etc, the relevant Power of Attorney or the relevant resolution or authority to make the application, as the case may be, together with the certified true copy thereof along with the certified copy of the Memorandum and Articles of Association and/or Bye-Laws as the case may be must be attached to the Application Form or lodged for scrutiny separately with the photocopy of the application form, quoting the serial number of the application form and the Bank’s branch where the application has been submitted, at the office of the Registrars to the Issue after submission of the application form to the Bankers to the issue or any of the designated branches as mentioned on the reverse of the Application Form, failing which the applications are liable to be rejected. Such authority received by the Registrars to the Issue more than 10 days after closure of the subscription list may not be considered. Mode of Subscription/ How to Apply This being a private placement offer, investors who are established/ resident in India and who have been addressed through this communication directly, only are eligible to apply. Copies of Disclosure Document and Application form may be obtained from the Registered Office of NTPC Ltd. Applications for the Bonds must be in the prescribed form (enclosed) and completed in BLOCK LETTERS in English and as per the instructions contained therein. Applications should be for a minimum of 50 Bonds and in multiples of one Bond thereafter. All cheques/ demand drafts should be in favour of “NTPC Limited" and crossed “Account Payee Only”. The entire amount of Rs. 10 lakh (Rs. Ten Lakh only) per Bond is payable on application. Alternatively, investors can remit their application money by way of electronic transfer of funds through RTGS mechanism for credit in the account of “NTPC Limited, New Delhi or at the designated branches as per the details given in the general instructions to the applicants , attached to the application form. Applications complete in all respects (along with all necessary documents as detailed in this Disclosure Document) must be submitted before the last date indicated in the issue time table or such extended time as decided by the Issuer, at any of the designated collection centres, accompanied by the subscription amount by way of cheque(s)/ demand draft(s) drawn on any bank including a co-operative bank which is situated at and is a member of the Bankers’ clearing house located at a place where the application form is submitted. Cash, outstation cheques, money orders, postal orders and stockinvest shall not be accepted. The Company assumes no responsibility for any applications/ cheques/ demand drafts lost in mail. Detailed instructions for filling up the application form and list of collection centres are provided elsewhere in this Disclosure Document. Applications for the Bonds must be in the prescribed form (enclosed) and completed in BLOCK LETTERS in English and as per the instructions contained therein. Applications not completed in the prescribed manner are liable to be rejected. The name of the applicant’s bank, type of account and account number must be filled in the Application Form. This is required for the applicant’s own safety and these details will be printed on the refund orders and interest/ redemption warrants.


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The applicant should mention their Permanent Account Number (PAN) allotted under the Income-Tax Act, 1961 or where the same has not been allotted, the GIR No. and the Income tax Circle/Ward/District. As per the provision of Section 139A(5A) of the Income Tax Act, PAN/GIR No. needs to be mentioned on the TDS certificates. Hence, the investor should mention his PAN/GIR No. if the investor does not submit Form 15AA/other evidence, as the case may be for non-deduction of tax at source. In case neither the PAN nor the GIR Number has been allotted, the applicant shall mention “Applied for” and in case the applicant is not assessed to income tax, the applicant shall mention ‘Not Applicable’ (stating reasons for non applicability) in the appropriate box provided for the purpose. Application Forms without this information will be considered incomplete and are liable to be rejected. Unless the Company specifically agrees in writing with or without such terms or conditions it deems fit, a separate single cheque/ demand draft must accompany each Application Form. Applicants are requested to write their names and application serial number on the reverse of the instruments by which the payments are made. No separate receipts shall be issued for the application money. However, Bankers to the Issue at their Designated Branch(es) receiving the duly completed Application Forms will acknowledge the receipt of the applications by stamping and returning the acknowledgment slip to the applicant. Applications shall be deemed to have been received by the Issuer Company only when submitted to Bankers to the Issue at their designated branches or on receipt by the Registrar as detailed above and not otherwise. All applicants are requested to tick the relevant column “Category of Investor” in the Application Form. For further instructions, please read General Instructions along with the Application Form carefully. Force Majeure The Company reserves the right to withdraw the issue prior to the closing date in the event of any unforeseen development adversely affecting the economic and regulatory environment. The Company reserves the right to change the Issue Schedule. Applications under Power of Attorney A certified true copy of the power of attorney or the relevant authority as the case may be alongwith the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any, must be lodged alongwith the submission of the completed Application Form. Further modifications/ additions in the power of attorney or authority should be notified to the Company or to its Registrars or to such other person(s) at such other address(es) as may be specified by the Company from time to time through a suitable communication. Application by Mutual Funds In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple applications, provided that the application made by the Asset Management Company/ Trustees/ Custodian clearly indicate their intention as to the scheme for which the application has been made. Right to Accept or Reject Applications The Company reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The rejected applicants will be intimated along with the refund warrant, if applicable. Interest on application money on rejected applications will be paid from the date of realisation of the cheque(s)/ demand drafts(s) till one day prior to the date of refund. The application forms that are not complete in all respects are liable to be rejected and would not be paid any interest on the application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to:

a. Number of bonds applied for is less than the minimum application size; b. Applications exceeding the issue size; c. Bank account details not given; d. Details for issue of bonds in electronic/ dematerialised form not given; PAN/GIR and IT

Circle/Ward/District not given; e. In case of applications under Power of Attorney by limited companies, corporate bodies, trusts,

etc. relevant documents not submitted;


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In the event, if any Bond(s) applied for is/ are not allotted in full, the excess application monies of such Bonds will be refunded, as may be permitted. PAN/GIR Number All applicants should mention their Permanent Account Number or the GIR Number allotted under Income Tax Act, 1961 and the Income Tax Circle/ Ward/ District. In case where neither the PAN nor the GIR Number has been allotted, the fact of such a non-allotment should be mentioned in the Application Form in the space provided. Signatures Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be attested by an authorized official of a Bank or by a Magistrate/ Notary Public under his/her official seal. Bondholder not a Shareholder The bondholders will not be entitled to any of the rights and privileges available to the shareholders. If, however, any resolution affecting the rights attached to the Bonds is placed before the members of the Company, such resolution will first be placed before the bondholders for their consideration. Modification of Rights The rights, privileges, terms and conditions attached to the Bonds may be varied, modified or abrogated with the consent, in writing, of those holders of the Bonds who hold at least three fourth of the outstanding amount of the Bonds or with the sanction accorded pursuant to a resolution passed at a meeting of the Bondholders, provided that nothing in such consent or resolution shall be operative against the Company where such consent or resolution modifies or varies the terms and conditions of the Bonds, if the same are not acceptable to the Company. Future Borrowings

The Company will be entitled to borrow/raise loans or avail of Financial Assistance in whatever form and to issue Debentures/Bonds/other Securities in any manner on such terms and conditions as the Company may think appropriate without any consent of Bondholders under any series .

Purchase/ Sale of Bonds The Company may, at any time and from time to time, purchase Bonds at discount, at par or at premium in the open market or otherwise in accordance with the applicable laws. Such Bonds, at the option of the Company, may be cancelled, held or resold at such price and on such terms and conditions as the Company may deem fit and as permitted by law. Right to Re-Issue of Bonds Where the Company has redeemed any such Bonds, subject to provisions of Section 121 of The Companies Act, 1956 and other applicable provisions, the Company shall have and shall be deemed always to have had the right to keep such bonds alive for the purpose of re-issue and in exercising such right, the Company shall have and shall be deemed always to have had the power to re-issue such bonds as per the provisions of law either by reissuing the same bonds or by issuing other bonds in their place. Bond/ Debenture Redemption Reserve (DRR) The Company shall create a Bond/Debenture Redemption Reserve in accordance with Section 117 C of the Companies Act,1956.

Disputes & Governing laws and jurisdiction The Bonds shall be construed to be governed in accordance with Indian laws and rules framed there under. The Courts in New Delhi alone shall have exclusive jurisdiction in connection with any dispute/difference between the Company and the Beneficial Owners of Bonds under these presents.

Notices

The notices to the Beneficial Owners of Bonds required to be given by the Company shall be deemed to have been given if sent by Registered Post/ Speed Post/ Courier/Ordinary Post to the Registered Beneficial Owner of Bonds and /or if an advertisement is given in a newspaper circulating in the neighbourhood of the Registered Office of the Company and/ or if communication in this regard has been effected to the depositories.


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All notices to be given by the Beneficial Owners of Bonds shall be sent by Registered Post or by Hand

Delivery to the Company or such persons, at such address, as may be notified by the Company from time to time.

Tax Benefits to the Bondholders of the Company The holder(s) of the Bonds are advised to consider in their own case, the tax implications in respect of subscription to the Bonds after consulting their own tax advisor/ counsel. COMPLIANCE OFFICER AND COMPANY SECRETARY Shri A.K Rastogi Company Secretary, NTPC Limited, NTPC Bhawan,, SCOPE Complex, Lodi Road, New Delhi –110 003, Tel. ; 011 24360071 Fax.: 011 24360241 E-mail:[email protected] The investors can contact the Compliance Officer in case of any pre-issue/ post-issue related problems such as non-credit of letter(s) of allotment/ bond certificate(s) in the demat account, non-receipt of refund order(s), interest warrant(s)/ cheque(s) etc.

IX. CREDIT RATING & RATIONALE THEREOF

The Credit Rating Information Services of India Limited (CRISIL) vide letter dated 22.4.2009 has assigned “AAA” (pronounced 'Triple A”) rating to the Bonds being issued under the current placement. This rating indicates highest safety with regard to timely payment of interest and principal on the instrument. CRISIL has further reaffirmed the rating vide its letter dated 23.2.2010. Copies of the letters dated 22.4.2009 & 23.2.2010 from CRISIL are enclosed elsewhere in this Disclosure Document. The Investment Information & Credit Rating Agency Limited (ICRA) has assigned "LAAA" (pronounced as ‘L triple A’) rating to the Bonds being issued under the current placement. This is the highest credit quality rating assigned by ICRA and indicates the lowest credit risk carried by the instrument. ICRA has further reaffirmed the rating vide its letter dated 25.2.2010. Copies of the letters dated 22.4.2009 & 25.2.2010 from ICRA are enclosed elsewhere in this Disclosure Document. Other than the two credit ratings mentioned hereinabove, the Company has not sought any other credit rating from any other credit rating agency(ies) for the Bonds offered for subscription under the terms of this Disclosure Document. The above ratings are not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agencies have the right to suspend, withdraw the rating at any time on the basis of new information etc.

X. NAME OF DEBENTURE TRUSTEE In accordance with the provisions of Section 117B of the Companies Act, 1956 (1 of 1956) and Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the Company has appointed IDBI Trusteeship Services Limited, to act as Trustees (“Trustees”) for and on behalf of the holder(s) of the Bonds. The address and contact details of the Trustees are as under:

IDBI Trusteeship Services Ltd. Registered Office Asian Building, Ground Floor 17, R Kamani Marg Mumbai – 400 001


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Tel No. (022) 40807000 Fax No. 91-22-66311776

E-mail: [email protected] A copy of letter dated 22.4.2009 from IDBI Trusteeship Services Limited, conveying their consent to act as Trustee for the current issue of Bonds is enclosed elsewhere in this Disclosure Document. The Company hereby undertakes that a Trust Deed shall be executed by it in favour of the Trustees within three months of the closure of the Issue. The Trust Deed shall contain such clauses as may be prescribed under section 117A of the Companies Act, 1956 and those mentioned in Schedule IV of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993. Further the Trust Deed shall not contain any clause which has the effect of (i) limiting or extinguishing the obligations and liabilities of the Trustees or the Company in relation to any rights or interests of the holder(s) of the Bonds, (ii) limiting or restricting or waiving the provisions of the Securities and Exchange Board of India Act, 1992 (15 of 1992); Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and circulars or guidelines issued by SEBI, (iii) indemnifying the Trustees or the Company for loss or damage caused by their act of negligence or commission or omission. The Bondholder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Trustees or any of their agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Bonds as the Trustees may in their absolute discretion deem necessary or require to be done in the interest of the holder(s) of the Bonds. Any payment made by the Company to the Trustees on behalf of the Bondholder(s) shall discharge the Company pro tanto to the Bondholder(s). The Trustees shall protect the interest of the Bondholders in the event of default by the Company in regard to timely payment of interest and repayment of principal and shall take necessary action at the cost of the Company. No Bondholder shall be entitled to proceed directly against the Company unless the Trustees, having become so bound to proceed, fail to do so. In the event of Company defaulting in payment of interest on Bonds or redemption thereof, any distribution of dividend by the Company shall require approval of the Trustees.

XI. STOCK EXCHANGE WHERE SECURITIES ARE PROPOSED TO BE LISTED

8.78% Secured Non-Convertible Redeemable Bonds in the nature of Debentures (Series-XXXI) are proposed to be listed on the Wholesale Debt Market (WDM) Segment of the Bombay Stock Exchange Limited. The Company has obtained an in-principle approval from the BSE for listing of said Bonds on its Wholesale Debt Market (WDM) Segment. The Company shall make an application to the BSE to list the Bonds to be issued and allotted under this Disclosure Document and complete all the formalities relating to listing of the Bonds within 10 weeks from the date of closure of the Issue. If such permission is not granted within 10 weeks from the date of closure of the Issue or where such permission is refused before the expiry of the 10 weeks from the closure of the Issue, the Company shall forthwith repay without interest, all monies received from the applicants in pursuance of the Disclosure Document, and if such money is not repaid within 8 days after the Company becomes liable to repay it (i.e. from the date of refusal or 10 weeks from the date of closing of the subscription list, whichever is earlier), then the Company and every director of the Company who is an officer in default shall, on and from expiry of 8 days, will be jointly and severally liable to repay the money, with interest at the rate of 15 per cent per annum on application money, as prescribed under Section 73 of the Companies Act, 1956. In connection with listing of Bonds with BSE, the Company hereby undertakes that: (a) It shall comply with conditions of listing of Bonds as may be specified in the Listing Agreement

with BSE. (b) Ratings obtained by the Company shall be periodically reviewed by the credit rating agencies

and any revision in the rating shall be promptly disclosed by the Company to BSE. (c) Any change in rating shall be promptly disseminated to the holder(s) of the Bonds in such

manner as BSE may determine from time to time. (d) The Company, the Trustees and BSE shall disseminate all information and reports on Bonds

including compliance reports filed by the Company and the Trustees regarding the Bonds to the holder(s) of Bonds and the general public by placing them on their websites.

(e) Trustees shall disclose the information to the holder(s) of the Bonds and the general public by issuing a press release in any of the following events:


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i. default by the Company to pay interest on Bonds or redemption amount; ii. revision of rating assigned to the Bonds;

(f) The information referred to in para (e) above shall also be placed on the websites of the Trustees, Company and BSE.

XII DETAILS OF OTHER BORROWINGS (DETAILS DEBT SECURITIES ISSUED IN THE PAST,

PARTICULARS OF DEBT SECURITIES ISSUED FOR CONSIDERATION OTHER THAN CASH OR AT A PREMIUM OR DISCOUNT OR IN PURSUANCE OF AN OPTION, HIGHEST TEN HOLDERS OF EACH CLASS OR KIND OF SECURITIES, DEBT EQUITY RATIO)

1. DETAILS OF BORROWINGS

(Rs. in crore) (As on 31st December 2009)

(a) Secured Loans 1. Borrowings through issue of Bonds 10.00% Secured Non-Convertible Taxable Bonds of Rs. 10,00,000/- each with five equal Separately Transferable Redeemable Principal Parts (STRPP) redeemable at par at the end of the 6th year and in annual installments thereafter upto the end of 10th year respectively from 5th September 2001 (Twelfth Issue - Private Placement)

200.00

9.55% Secured Non-Cumulative Non-Convertible Taxable Redeemable Bonds of Rs. 10,00,000/- each redeemable at par in ten equal annual installments commencing from the end of 6th year and upto the end of 15th year respectively from 18th April 2002 (Thirteenth Issue -Part A - Private Placement)

600.00

9.55% Secured Non-Cumulative Non-Convertible Taxable Redeemable Bonds of Rs. 10,00,000/- each with ten equal Separately Transferable Redeemable Principal Parts (STRPP) redeemable at par at the end of the 6th year and in annual installments thereafter upto the end of 15th year respectively from 30th April 2002 (Thirteenth Issue - Part B - Private Placement)

600.00

8.00% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 10,00,000/- each redeemable at par on 10th April 2018 (Sixteenth Issue -Private Placement)

100.00

8.48% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 10,00,000/- each redeemable at par on 1st May 2023 (Seventeenth Issue - Private Placement)

50.00

5.95% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 10,00,000/- each with five equal Separately Transferable Redeemable Principal Parts (STRPP) redeemable at par at the end of 6th year and in annual installments thereafter upto the end of 10th year respectively from 15th September 2003 (Eighteenth Issue - Private Placement)

400.00

7.50% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 10,00,000/- each redeemable at par on 12th January 2019 (Nineteenth Issue - Private Placement)

50.00

7.552% Secured Non Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 20,00,000/- each with twenty equal Separately Transferable Redeemable Principal Parts (STRPP) redeemable at par semi-annually commencing from 23rd September 2009 and ending on 23rd March 2019 (Twentieth Issue - Private Placement)

475.00

7.7125% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 20,00,000/- each with twenty equal Separately Transferable Redeemable Principal Parts (STRPP) redeemable at par semi-annually commencing from 2nd August 2010 and ending on 2nd February 2020 (Twenty first issue - Private Placement)

1000.00

8.1771% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 20,00,000/- each with twenty equal Separately Transferable Redeemable Principal Parts (STRPP) redeemable at par semi-annually commencing from 2nd July 2011 and ending on 2nd January 2021 (Twenty second issue - Private Placement)

500.00

8.3796% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 20,00,000/- each with twenty equal Separately Transferable Redeemable Principal Parts (STRPP) redeemable at par semi-annually commencing from 5th August 2011 and ending on 5th February 2021 (Twenty third issue - Private Placement)

500.00

8.6077% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 500.00


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20,00,000/- each with twenty equal Separately Transferable Redeemable Principal Parts (STRPP) redeemable at par semi-annually commencing from 9th September 2011 and ending on 9th March 2021 (Twenty fourth issue - Private Placement) 9.37% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 70,00,000/- each with fourteen Separately Transferable Redeemable Principal Parts (STRPP) redeemable at par semi-annually commencing from 4th June 2012 and ending on 4th December 2018 (Twenty fifth issue - Private Placement)

500.00

9.06% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 70,00,000/- each with fourteen Separately Transferable Redeemable Principal Parts (STRPP) redeemable at par semi-annually commencing from 4th June 2012 and ending on 4th December 2018 (Twenty sixth issue - Private Placement)

500.00

11.25% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 10,00,000/- each redeemable at par in 5 equal annual instalments commencing from 6th November 2019 and ending on 6th November 2023 (Twenty seventh issue - Private Placement)

350.00

11.00% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 10,00,000/- each redeemable at par on 21st November 2018 (Twenty eighth issue - Private Placement)

1000.00

8.65% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds redeemable at par on 4th February 2019 (Twenty ninth issue - Private Placement)

550.00

7.89% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds redeemable at par on 4th February 2019 (Thirtieth issue - Private Placement)

700.00

Obligations under finance lease 1.45 (b) Unsecured Loans 1. Long Term Loan from Banks/ Institutions/GOI 16219.39 2. Public Deposits 13.64 (c) Foreign Currency Borrowings 1. Unsecured ECBs/ Syndicated Loan from Banks 9852.35 2. Secured Loans from Banks (Guaranteed by Govt. of India) 561.68 Total 35223.51

2. TERMS OF ASSETS CHARGED AS SECURITY

(As on 31st December,2009) (Rs. Crore) Sl Name of the

Lender/Bond Series & Principal Terms

Amount Outstanding

Details of assets charged as security Principal Terms (Coupon Rate / Nature of Loan/Bonds/ Redemption)

1 Series XII 200.00 Secured by (I) English mortgage, on first charge basis, of the office premises of the Company at Mumbai, (II) Hypothecation of all the present and future movable assets (excluding receivables) of Singrauli Super Thermal Power Station, Anta Gas Power Station, Auraiya Gas Power Station, Barh Super Thermal Power Project, Farakka Super Thermal Power Station, Kahalgaon Super Thermal Power Station, Koldam Hydel Power Project, Simhadri Super Thermal Power Project, Sipat Super Thermal Power Project, Talcher Thermal Power Station, Talcher Super Thermal Power Project, Tanda Thermal Power Station, Vindhyachal Super Thermal Power Station, National Capital Power Station, Dadri Gas Power Station, Feroze Gandhi Unchahar Power Station, Loharinag

10.00% Secured Non-Convertible Taxable Bonds of Rs. 10,00,000/- each with five equal Separately Transferable Redeemable Principal Parts (STRPP) redeemable at par at the end of the 6th year and in annual installments thereafter upto the end of 10th year respectively from 5th September 2001


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Pala Hydro Power Project and Tapovan-Vishnugad Hydro Power Project as first charge, ranking pari-passu with charge, if any, already created in favour of the Company's Bankers on such movable assets hypothecated to them for working capital requirement and (III) Equitable Mortgage ,by way of first charge, by deposit of title deeds of the immovable properties pertaining to Singrauli Super Thermal Power Station.

2 Series XIII A 600.00 Secured by (I) English mortgage,on first pari-passu charge basis, of the office premises of the Company at Mumbai, (II) Hypothecation of all the present and future movable assets (excluding receivables) of Singrauli Super Thermal Power Station, Anta Gas Power Station, Auraiya Gas Power Station, Barh Super Thermal Power Project, Farakka Super Thermal Power Station, Kahalgaon Super Thermal Power Station, Koldam Hydel Power Project, Simhadri Super Thermal Power Project, Sipat Super Thermal Power Project, Talcher Thermal Power Station, Talcher Super Thermal Power Project, Tanda Thermal Power Station, Vindhyachal Super Thermal Power Station, National Capital Power Station, Dadri Gas Power Station, Feroze Gandhi Unchahar Power Station, Loharinag Pala Hydro Power Project and Tapovan-Vishnugad Hydro Power Project as first charge, ranking pari-passu with charge, if any, already created in favour of the Company's Bankers on such movable assets hypothecated to them for working capital requirement and (III) Equitable mortgage of the immovable properties, on first pari-passu charge basis, pertaining to Singrauli Super Thermal Power Station by extension of charge already created.

9.55% Secured Non-Cumulative Non-Convertible Taxable Redeemable Bonds of Rs. 10,00,000/- each redeemable at par in ten equal annual installments commencing from the end of 6th year and upto the end of 15th year respectively from 18th April 2002

3 Series XIII B 600.00 Secured by (I) English mortgage,on first pari-passu charge basis, of the office premises of the Company at Mumbai, (II) Hypothecation of all the present and future movable assets (excluding receivables) of Singrauli Super Thermal Power Station, Anta Gas Power Station, Auraiya Gas Power Station, Barh Super Thermal Power Project, Farakka Super Thermal Power Station, Kahalgaon Super Thermal Power Station, Koldam Hydel Power Project, Simhadri Super Thermal Power Project, Sipat Super

9.55% Secured Non-Cumulative Non-Convertible Taxable Redeemable Bonds of Rs. 10,00,000/- each with ten equal Separately Transferable Redeemable Principal Parts (STRPP) redeemable at par at the end of the 6th year and in annual installments thereafter upto the end of 15th year respectively from 30th April 2002


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Thermal Power Project, Talcher Thermal Power Station, Talcher Super Thermal Power Project, Tanda Thermal Power Station, Vindhyachal Super Thermal Power Station, National Capital Power Station, Dadri Gas Power Station, Feroze Gandhi Unchahar Power Station, Loharinag Pala Hydro Power Project and Tapovan-Vishnugad Hydro Power Project as first charge, ranking pari-passu with charge, if any, already created in favour of the Company's Bankers on such movable assets hypothecated to them for working capital requirement and (III) Equitable mortgage of the immovable properties, on first pari-passu charge basis, pertaining to Singrauli Super Thermal Power Station by extension of charge already created.

4 Series XVI 100.00 Secured by (I) English mortgage,on first pari-passu charge basis, of the office premises of the Company at Mumbai and (II) Equitable mortgage, by way of first charge, by deposit of title deeds of the immovable properties pertaining to National Capital Power Station.

8.00% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 10,00,000/- each redeemable at par on 10th April 2018

5 Series XVII 50.00 Secured by (I) English mortgage,on first pari-passu charge basis, of the office premises of the Company at Mumbai and (II) Equitable mortgage, by way of first charge, by deposit of title deeds of the immovable properties pertaining to National Capital Power Station.

8.48% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 10,00,000/- each redeemable at par on 1st May 2023

6 Series XVIII 400.00 Secured by (I) English mortgage,on first pari-passu charge basis, of the office premises of the Company at Mumbai, (II) Hypothecation of all the present and future movable assets (excluding receivables) of Singrauli Super Thermal Power Station, Anta Gas Power Station, Auraiya Gas Power Station, Barh Super Thermal Power Project, Farakka Super Thermal Power Station, Kahalgaon Super Thermal Power Station, Koldam Hydel Power Project, Simhadri Super Thermal Power Project, Sipat Super Thermal Power Project, Talcher Thermal Power Station, Talcher Super Thermal Power Project, Tanda Thermal Power Station, Vindhyachal Super Thermal Power Station, National Capital Power Station, Dadri Gas Power Station, Feroze Gandhi Unchahar Power Station, Loharinag Pala Hydro Power Project and Tapovan-Vishnugad Hydro Power

5.95% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 10,00,000/- each with five equal Separately Transferable Redeemable Principal Parts (STRPP) redeemable at par at the end of 6th year and in annual installments thereafter upto the end of 10th year respectively from 15th September 2003


- 53 –

Project as first charge, ranking pari-passu with charge, if any, already created in favour of the Company's Bankers on such movable assets hypothecated to them for working capital requirement and (III) Equitable mortgage of the immovable properties, on first pari-passu charge basis, pertaining to National Capital Power Station by extension of charge already created.

7 Series XIX 50.00 Secured by (I) English mortgage,on first pari-passu charge basis, of the office premises of the Company at Mumbai and (II) Hypothecation of all the present and future movable assets (excluding receivables) of Singrauli Super Thermal Power Station, Anta Gas Power Station, Auraiya Gas Power Station, Barh Super Thermal Power Project, Farakka Super Thermal Power Station, Kahalgaon Super Thermal Power Station, Koldam Hydel Power Project, Simhadri Super Thermal Power Project, Sipat Super Thermal Power Project, Talcher Thermal Power Station, Talcher Super Thermal Power Project, Tanda Thermal Power Station, Vindhyachal Super Thermal Power Station, National Capital Power Station, Dadri Gas Power Station, Feroze Gandhi Unchahar Power Station, Loharinag Pala Hydro Power Project and Tapovan-Vishnugad Hydro Power Project as first charge, ranking pari-passu with charge, if any, already created in favour of the Company's Bankers on such movable assets hypothecated to them for working capital requirement.

7.50% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 10,00,000/- each redeemable at par on 12th January 2019

8 Series XX 475.00 Secured by (I) English mortgage,on first pari-passu charge basis, of the office premises of the Company at Mumbai and (II) Equitable mortgage, by way of first charge, by deposit of title deeds of the immovable properties pertaining to Ramagundam Super Thermal Power Station.

7.552% Secured Non Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 20,00,000/- each with twenty equal Separately Transferable Redeemable Principal Parts (STRPP) redeemable at par semi-annually commencing from 23rd September 2009 and ending on 23rd March 2019


- 54 –

9 Series XXI 1000.00 Secured by (I) English mortgage,on first pari-passu charge basis, of the office premises of the Company at Mumbai, (II) Hypothecation of all the present and future movable assets (excluding receivables) of Barh Super Thermal Power Project as first charge, ranking pari passu with charge already created in favour of Trustee for other Series of Bonds and (III) Equitable mortgage of the immovable properties, on first pari-passu charge basis, pertaining to Ramagundam Super Termal Power Station by extension of charge already created.

7.7125% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 20,00,000/- each with twenty equal Separately Transferable Redeemable Principal Parts (STRPP) redeemable at par semi-annually commencing from 2nd August 2010 and ending on 2nd February 2020

10 Series XXII 500.00 Secured by (I) English mortgage,on first pari-passu charge basis, of the office premises of the Company at Mumbai and (II)Equitable mortgage, by way of first charge, by deposit of the title deeds of the immovable properties pertaining to Sipat Super Thermal Power Project.

8.1771% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 20,00,000/- each with twenty equal Separately Transferable Redeemable Principal Parts (STRPP) redeemable at par semi-annually commencing from 2nd July 2011 and ending on 2nd January 2021

11 Series XXIII 500.00 Secured by (I) English mortgage,on first pari-passu charge basis, of the office premises of the Company at Mumbai and (II)Equitable mortgage, by way of first charge, by deposit of the title deeds of the immovable properties pertaining to Sipat Super Thermal Power Project.

8.3796% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 20,00,000/- each with twenty equal Separately Transferable Redeemable Principal Parts (STRPP) redeemable at par semi-annually commencing from 5th August 2011 and ending on 5th February 2021

12 Series XXIV 500.00 Secured by (I) English mortgage,on first pari-passu charge basis, of the office premises of the Company at Mumbai and (II)Equitable mortgage, by way of first charge, by deposit of the title deeds of the immovable properties pertaining to Sipat Super Thermal Power Project.

8.6077% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds of Rs. 20,00,000/- each with twenty equal Separately Transferable Redeemable Principal Parts (STRPP) redeemable at par semi-annually commencing from 9th September 2011 and ending on 9th March 2021

13 Series XXV 500.00 Secured by (I) English mortgage,on first pari-passu charge basis, of the office premises of the Company at Mumbai and (II)Equitable mortgage of the immovable properties, on first pari-passu charge basis, pertaining to Sipat Super Thermal Power Project by extension of charge already created.

9.37% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds with fourteen Separately Transferable Redeemable Principal Parts (STRPP) redeemable at par semi-annually commencing


- 55 –

from 4th June 2012 and ending on 4th December 2018

14 Series XXVI 500.00 Secured by (I) English mortgage,on first pari-passu charge basis, of the office premises of the Company at Mumbai and (II)Equitable mortgage of the immovable properties, on first pari-passu charge basis, pertaining to Sipat Super Thermal Power Project by extension of charge already created.

9.06% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds with fourteen Separately Transferable Redeemable Principal Parts (STRPP) redeemable at par semi-annually commencing from 4th June 2012 and ending on 4th December 2018

15 Series XXVII 350.00 Secured by (I) English mortgage,on first pari-passu charge basis, of the office premises of the Company at Mumbai and (II)Equitable mortgage of the immovable properties, on first pari-passu charge basis, pertaining to Sipat Super Thermal Power Project by extension of charge already created.

11.25% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds redeemable in 5 equal instalments commencing from 6th November 2019 and ending on 6th November 2023.

16 Series XXVIII 1000.00 Secured by (I) English mortgage,on first pari-passu charge basis, of the office premises of the Company at Mumbai and (II)Equitable mortgage of the immovable properties, on first pari-passu charge basis, pertaining to Sipat Super Thermal Power Project by extension of charge already created.

11.00% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds redeemable at par on 21st November 2018

17 Series XXIX 550.00 Secured by (I) English mortgage,on first pari-passu charge basis, of the office premises of the Company at Mumbai and (II)Equitable mortgage of the immovable properties, on first pari-passu charge basis, pertaining to Sipat Super Thermal Power Project by extension of charge already created.

8.65% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds redeemable at par on 4th February 2019.

18 Series XXX 700.00 Secured by (I) English mortgage,on first pari-passu charge basis, of the office premises of the Company at Mumbai and (II)Equitable mortgage of the immovable properties, on first pari-passu charge basis, pertaining to Sipat Super Thermal Power Project by extension of charge already created.

7.89% Secured Non-Cumulative Non-Convertible Redeemable Taxable Bonds redeemable at par on 5th May 2019.

19 IBRD-3632-O. Term Loan from International Bank For Reconstruction & Development, Washington, USA.

561.68 Secured by English mortgage/ hypothecation of all the present and future fixed and movable assets of Rihand Super Thermal Power Station as first charge ranking pari-passu with charge already created, subject to however, Company’s Banker’s first charge on certain movable assets hypothecated to them for working capital requirement.

Interest Rate -Currency Weighted LIBOR Based Variable Rate + a margin of 1 %. The Loan is repayable by June 15, 2013. Guaranteed by Government of India.

19 Obligations under finance lease

1.45 Secured against fixed assets obtained under finance lease


- 56 –

��

2. DEBT EQUITY RATIO (Rs. Crore) Particulars Pre-Issue (as on

31.12.2009) Bonds proposed to be issued under Series XXXI

Post Issue of Bonds of Rs. 700 Crore

DEBT Secured 9138.13 700.00* 9838.13 Unsecured 26085.38 26085.38 Total Debt 35223.51 35923.51 SHAREHOLDERS’S FUNDS

Share Capital 8245.46 8245.46 Reserve & Surplus (excluding Revaluation Reserve)

55835.20 55835.20

NET WORTH 64080.66 64080.66 DEBT EQUITY RATIO 0.55 0.56

* Bonds amounting to Rs 500 crores with green shoe option of Rs. 200 crores proposed to be issued under Series XXXI. 4. TOP 10 EQUITY SHAREHOLDERS (as on 31.12.2009) Sr. No.

Name of Shareholder Address Number of Shares Held

% Share-holding

1. PRESIDENT OF INDIA* ROOM NO 408, MINISTRY OF POWER SHRAM SHAKTI BHAWAN, RAFI MARG, NEW DELHI 110001

7379634400 89.50%

2. LIC OF INDIA MONEY PLUS INVESTMENT DEPARTMENT 6TH FLOOR, WEST WING, CENTRAL OFFICE,YOGAKSHEMA, JEEVAN BIMA MARG, MUMBAI 400021

75664809 0.92%

3. LIFE INSURANCE CORPORATION OF INDIA

INVESTMENT DEPARTMENT 6TH FLOOR, WEST WING, CENTRAL OFFICE,YOGAKSHEMA, JEEVAN BIMA MARG, MUMBAI 400021

74718953 0.91%

4. LIC OF INDIA - MARKET PLUS


50047190 0.61%

5. LIC OF INDIA - MARKET PLUS -1


32609289 0.40%

6. CAPITAL WORLD GROWTH AND INCOME FUND INC.

HSBC SECURITIES SERVICES 2ND FLOOR "SHIV", PLOT NO 139-140 B WESTERN EXPRESS HIGHWAY, SAHAR RD JUNCT, VILLE PARLE-E,MUMBAI 400057

29619270 0.36%

7. ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED

DEUTSCHE BANK AG DB HOUSE, HAZARIMAL SOMANI MARG, NEXT TO STERLING THEATRE, P.O.BOX NO.1142, FORT, MUMBAI 400001

25650598 0.31%

8 LIFE INSURANCE CORPORATION OF INDIA-PROFIT PLUS

HDFC BANK LTD CUSTODY SERVICES TRADE WORLD A WING GR FLOOR KAMLA MILLS COMPOUND S B MARG LOWER PAREL WEST MUMBAI-400013

15009652 0.18%

9. ICICI PRUDENTIAL INFRASTUCTURE FUND

HDFC BANK LTD CUSTODY SERVICES TRADE WORLD A WING GR FLOOR KAMLA MILLS COMPOUND S B MARG

14949576 0.18%


- 57 –

LOWER PAREL WEST MUMBAI-400013

10. JANUS CONTRARIAN FUND DEUTSCHE BANK AG DB HOUSE, HAZARIMAL SOMANI MARG, NEXT TO STERLING THEATRE, P.O.BOX NO.1142, FORT, MUMBAI 400001

12481587 0.15%

* The PRESIDENT OF INDIA (selling shareholder) has offered 412,273,220 Equity Shares through Further Public Offer in February 2010

5. TOP 10 HOLDERS OF BONDS (SERIES-WISE as on 31.12.2009)

Series XII Sl.No

Name of the Bondholder Address No of Bonds /STRPP held

% holding

1 LIFE INSURANCE CORPORATION OF INDIA

INVESTMENT DEPARTMENT,6TH FLOOR,WEST WING,CENTRAL OFFICE,YOGAKSHEMA,MUMBAI-400021

3470 34.70%

2 ARMY GROUP INSURANCE FUND

AGI BHAWAN,RAO TULA RAM MARG, PB 14,PO VASANT VIHAR, NEW DELHI-110057

1360 13.60%

3 HINDUSTAN PETROLEUM CORPORATION LIMITED PROVIDENT FUND

17 J TATA ROAD,PO BOX NO 11041,MUMBAI-400020

500 5.00%

4 AVIVA LIFE INSURANCE COMPANY INDIA LIMITED PROVIDENT FUND

CITIBANK N A,CUSTODY SERVICES, 3RD FLR, TRENT HOUSE, G BLOCK, PLOT NO 60, BKC, BANDRA EAST,MUMBAI-400051

469 4.69%

5 BOARD OF TRUSTEES M .S. R.T.C. CPF

MAHARASHTRA STATE ROAD TRANSPORT CORPORATION,VAHATUK BHAVAN,DR ANANDRAO NAIR,MUMBAI CENTRAL,MUMBAI-40008

435 4.35%

6 KOTAK MAHINDRA OLD MUTUAL LIFE INSURANCE LIMITED

DEUTSCHE BANK AG,DB HOUSE,HAZARIMAL SOMANI MARG, NEXT TO STERLING THEATRE,FORT,MUMBAI-400001

430 4.30%

7 OIL AND NATURAL GAS CORPORATION LIMITED EMPLOYEES CONTRIBUTORY PROVIDENT FUND

TEL BHAWAN,DEHRADUN 350 3.50%

8 TATA CONSULTANCY SERVICES EMPLOYEES PROVIDENTFUND

HDFC BANK LTD CUSTODY SERVICES,KAMALA MILLS COMPOUND,SENAPATI BAPAT MARG,LOWER PAREL,MUMBAI-400013

300 3.00%

9 THE ORIENTAL INSURANCE COMPANY (EMPLOYEES) PENSION FUND TRUST

PENSION FUND SECTION,ORIENTAL HOUSE IST FLOOR, A 25/27 ASAF ALI ROAD, DELHI-110002

275 2.75%

10 MADHYA BIHAR GRAMIN BANK

H/O MEENA PLAZA, SOUTH OF MUSEUM, PATNA (BIHAR)-800001

250 2.50%

SERIES XIII -A



7500 100%

SERIES XIII -B



60000 100%

SERIES XVI

1 NTPC SELF CONTRIBUTORY SUPERANNUATION BENEFIT(PENSION) TRUST

C/O IDBI CAPITAL MARKET SERVICE SLIMITED, 8TH FLOOR,BAKHTAWAR,229,NARIMAN POINT,MUMBAI-400021

150 15%


- 58 –

2 NATIONAL THERMAL POWER CORPORATION LIMITED EMPLOYEES PROVIDENT FUND TRUST

NTPC BHAWAN,SCOPE COMPLEX,NEW DELHI-100003

600 60%

3 NATIONAL THERMAL POWER CORPORATION EMPLOYEES GRATUITY FUND

NTPC SCOPE COMPLEX,CORE-7,LODHI ROAD,NEW DELHI-110003

250 25%

SERIES XVII

1 BUREAU OF ENERGY EFFICIENCY

HALL NO IV, 2ND FLOOR,NBCC TOWER, 15 BHIKAJI CAMA PLACE, NE DELHI-110066

500 100%

SERIES XVIII


INVESTMENT DEPARTMENT, 6TH FLOOR, WEST WING, CENTRAL OFFICE, YOGAKSHEMA, JEEVAN BIMA MARG, MUMBAI-400 021.

4000 20.00%

2 CENTRAL BANK OF INDIA TREASURY DEPARTMENT, CHANDRAMUKHI BUILDING, NARIMAN POINT, MUMBAI-400 021.

2250 11.25%

3 ARMY GROUP INSURANCE FUND

AGI BHAWAN, RAO TULA RAM MARG, PB 14, PO VASANT VIHAR, NEW DELHI-110057.

1800 9.00%

4 PUNJAB NATIONAL BANK DEUTSCHE BANK AG, DB HOUSE, HAZARIMAL SOMANI MARG, NEXT TO STERLING THEATRE, FORT P.O. BOX NO:1142, MUMBAI-400 001.

1350 6.75%

5 THE NEW INDIA ASSURANCE COMPANY

NEW INDIA ASSURANCE BLDG., 87, M.G. ROAD, FORT, MUMBAI-400 001

1250 6.25%

UNION BANK OF INDIA C/O ILFS, ILFS HOUSE, PLOT NO.14, RAHEJA VIHAR, CHANDIVALI, ANDHERI (E), MUMBAI-400 072.

1000 5.00% 6

INDIAN OVERSEAS BANK TREASURY (DOMESTIC), CENTRAL OFFICE, 763, ANNA SALAI, CHENNAI-600 002.

1000 5.00%

7 BAJAJ AUTO LIMITED BOMBAY/PUNE ROAD, AKURDI,PUNE-411035

750 3.75%

TATA AIG LIFE INSURANCE COMPANY

HSBC SECURITIES SERVICES, 2ND FLOOR, "SHIV", PLOT NO: 139-140 B, WESTERN EXP. HIGHWAY, SAHAR, VILE PARLE-E, MUMBAI-400 057.

500 2.50%

BANK OF INDIA TREASURY BRANCH, HEAD OFFICE, STAR HOUSE, 7TH FLOOR, C-5, 'G' BLOCK, BANDRA (EAST), MUMBAI-400 051

500 2.50%

BANK OF INDIA GRATUITY FUND

TERMINAL BENEFITS DIV, H R DEPT, 3RD FLR, H O STAR HOUSE, C-5,’G’ BLOCK B K C BANDRA (E), MUMBAI-400051

500 2.50%

GENERAL INSURANCE CORPORATION OF INDIA

SURAKSHA, 170, J. TATA ROAD, CHURCH GATE, MUMBAI-400 020.

500 2.50%

8

THE J AND K BANK LTD. INVESTMENT DEPTT (DEBT), 5TH FLOOR, MERCHANT CHAMBERS, 41, NEW MARINE LINES, MUMBAI-400 020.

500 2.50%

NATIONAL INSURANCE COMPANY LTD.

INV DEPTT., EVEREST HOUSE, 4TH FLOOR, 46C, J.N. ROAD, CALCUTTA-700 071

400 2.00% 9

THE ORIENTAL INSURANCE COMPANY

ORIENTAL HOUSE, P.B. 7037, A-25/27, ASAF ALI ROAD, NEW DELHI-110 002.

400 2.00%

10 CESC LIMITED PROVIDENT FUND

CESC HOUSE. CHOWRINGHEE SQUARE, KOLKATA -700001

265 1.32%

SERIES XIX


- 59 –

1 NATIONAL THERMAL POWER CORPORATION LIMITED EMPLOYEES PROVIDENT FUND TRUST

NTPC BHAWAN,SCOPE COMPLEX,NEW DELHI-100003

500 100%

SERIES XX


YOGAK SHEMA,JEEVAN BIMA MARG,MUMBAI-400021

47500 100%

SERIES XXI



100000 100%

SERIES XXII



50000 100%

SERIES XXIII



50000 100%

SERIES XXIV



50000 100%

SERIES XXV



10000 100%

SERIES XXVI



10000 100%

SERIES XXVII

1. NTPC EMPLOYEES PROVIDENT FUND TRUST

SCOPE COMPLEX, LODHI ROAD, NEW DELHI-100003

3500 100%

SERIES XXVIII 1 CBT EPF EPF A/C ICICI

PRUDENTIAL AMC LTD C/O HDFC BANK LTD CUSTODY SERVICES., LODHA-1,THINK TECHNO CAMPUS,OF FLR 8, NEXT TO KANJURMARG STN,KANJURMARG EAST,MUMBAI-400042

4400 44%

2 CBT EPF EPS A/C HSBC AMC LTD

C/O HDFC BANK LTD CUSTODY SERVICES., LODHA-1,THINK TECHNO CAMPUS,OF FLR 8, NEXT TO KANJURMARG STN,KANJURMARG EAST,MUMBAI-400042

3400 34%

3 CBT EPF EPF A/C RELIANCE CAPITAL AMC LTD


1300 13%

4 CBT EPF EDLI A/C HSBC AMC LTD


400 4%

5 CBT EPF PG A/C ICICI PRUDENTIAL AMC LTD

C/O HDFC BANK LTD CUSTODY SERVICES., LODHA-1,THINK TECHNO

400 4%


- 60 –

CAMPUS,OF FLR 8, NEXT TO KANJURMARG STN,KANJURMARG EAST,MUMBAI-400042

6 CBT EPF SPF A/C ICICI PRUDENTIAL AMC LTD


100 1%

SERIES XXIX



2450 44.54%

2 CBT EPF EPF A/C RELIANCE CAPITAL AMC LTD


1150 20.91%

3 AXIS BANK LIMITED

11TH FLOOR, MAKER TOWER F, CUFFE PARADE, COLABA, MUMBAI-400005

500 9.1%

HDFC TRUSTEE COMPANY LIMITED A/C HDFC INCOMEFUND

C/O HDFC BANK LTD CUSTODY SERVICES, TRADE WORLD, A WING, GROUND FLOOR, KAMLA MILLS COMPOUND, SENAPATI BAPAT MARG, LOWER PAREL(WEST), MUMBAI-400 013.

250 4.54%

ICICI PRUDENTIAL LIFE INSURANCE COMPANY LTD

DEUTSCHE BANK AG, DB HOUSE, HAZARIMAL SOMANI MARG, NEXT TO STERLING THEATRE, FORT, P.O. BOX NO. 1142, MUMBAI-400001.

250 4.54%

4

SBI LIFE INSURANCE CO. LTD


250 4.54%

CBT EPF EDLI A/C HSBC AMC LTD


150 2.72% 5

MAX NEW YORK LIFE INSURANCE COMPANY LIMITED

HSBC SECURITIES SERVICES, 2ND FLOOR “SHIV” PLOT NO 139-140 B, WESTERN EXP HIGHWAY, SAHAR RD JUNCT, VILE PARLE-E,MUMBAI-400057

150 2.72%

ING VYSYA LIFE INSURANCE COMPANY LIMITED

CITI BANK N.A.,CUSTODY SERVICES ,3RD FLR, TRENT HOUSE, G BLOCK, PLOT NO 60, BKC, BANDRA-EAST, MUMBAI-400051

100 1.82%

CBT EPF EPF A/C ICICIPRUDENTIAL AMC LTD


100 1.82%

6

TATA AIG LIFE INSURANCE COMPANY LIMITED

HSBC SECURITIES SERVICES, 2ND FLOOR, SHIV PLOT NO.139-140 B, WESTREN EXP HIGHWAY, SAHAR ROAD JUNCTION, VILLE PARLE EAST, MUMBAI-400057.

100 1.82%


- 61 –

7 BIRLA SUN LIFE INSURANCE COMPANY LIMITED


50 0.91%

SERIES XXX



1801 25.73%

2 SBI LIFE INSURANCE CO. LTD

MR. S.RAMAKRISHNAN DY.MANAGER,INVST, 2ND FLR, TURNER MORRISON BUILDING, G N VAIDYA MARG, FORT, MUMBAI-400023

900 12.86%

3 CBT EPF EPF A/C ICICI PRUDENTIAL AMC LTD


850 12.14%

4 ICICI LOMBARD GENERAL INSURANCE COMPANY LTD

C/O STANDARD CHARTERED BANK SECURITIES SERVICES, 23-25, M G ROAD, FORT, MUMBAI-400001

500 7.14%

5 ING VYSYA LIFE INSURANCE COMPANY LIMITED

CITIBANK N A, CUSTODY SERVICES, 3RD FLR, TRENT HOUSE, G BLOCK, PLOT NO 60, BKC, BANDRA -EAST, MUMBAI-400051

400 5.71%

6 CBT EPF EDLI A/C HSBC AMC LTD

HDFC BANK LTD CUSTODY SERVICES,TRADE WORLD A WING GR FLOOR, KAMAKA MILLS COMPOUND S B MARG, LOWER PAREL, MUMBAI-400013

349 4.98%

7 MAX NEW YORK LIFE INSURANCE COMPANY LIMITED

HSBC SECURITIES SERVICES, 2ND FKOOR "SHIV" PLOT NO 139-140 B, WESTERN EXP HIGHWAY, SAHAR RD JUNCT, VILE PARLE-E, MUMBAI-400057

300 4.28%

HDFC TRUSTEE COMPANY LTD HDFC MF MONTHLY INCOME PLAN LONG TERM PLAN


250 3.57%

CBT EPF EPF A/C RELIANCE CAPITAL AMC LTD


250 3.57%

CORPORATION BANK CORPORATION BANK, GENERAL ACCOUNT, INVESTMENT DIVISION, 15 MITTAL CHAMBERS, IST FLOOR, NARIMAN POINT, MUMBAI-400021

250 3.57%

8

ARMY GROUP INSURANCE FUND

AGI BHAWAN , RAO TULA RAM MARG, POST VASANT VIHAR,NEW DELHI-110057

250 3.57%

9 NATIONAL INSURANCE COMPANY LTD

INV DEPT, EVEREST HOUSE, 4TH FLOOR, 46 C, J.N ROAD, CALCUTTA -700071

200 2.85%

HDFC STANDARD LIFE INSURANCE COMPANY LIMITED


150 2.14% 10

ICICI PRUDENTIAL LIFE INSURANCE COMPANY LTD

DEUTSCHE BANK AG, DB HOUSE, HAZARIMAL SOMANI MARG, NEXT TO STERLING THEATRE, FORT, P/O BOX NO.1142, MUMBAI-400001

150 2.14%


- 62 –

KOTAK MAHINDRA OLD MUTUAL LIFE INSURANCE LIMITED


150 2.14%

Note: Series XIII-A, XIII-B,XVII and XIX to XXVII have single Bondholder only. Series XVI and Series XXVIII have 3 & 6 Bondholders respectively.

6. PARTICULARS OF DEBT SECURITIES ISSUED (I) FOR CONSIDERATION OTHER THAN CASH, WHETHER IN WHOLE OR PART, (II) AT A PREMIUM OR DISCOUNT, OR (III) IN PURSUANCE OF AN OPTION

The Company confirms that other than and to the extent mentioned elsewhere in this Disclosure Document, it has not issued any shares or debt securities or agreed to issue any shares or debt securities for consideration other than cash, whether in whole or in part, at a premium or discount or in pursuance of an option since inception.

XIII. SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES AND OTHER BORROWINGS

The Company hereby confirms that:

a) The main constituents of the Company’s borrowings have been in the form of borrowings from

Banks and Financial Institutions, Bonds etc. b) The Company has been servicing all its principal and interest liabilities on time and there has

been no instance of delay or default since inception. c) The Company has neither defaulted in repayment/ redemption of any of its borrowings nor

affected any kind of roll over against any of its borrowings in the past.

XIV. UNDERTAKING REGARDING COMMON FORM OF TRANSFER The Bonds shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL/ CDSL/ Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Bonds held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the Company. The Company undertakes that it shall use a common form/ procedure for transfer of Bonds issued under terms of this Disclosure Document. XV. MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE

The Company hereby declares that there has been no material event, development or change at the time of issue which may affect the issue or the investor’s decision to invest/ continue to invest in the debt securities of the Company. XVI. PERMISSION/ CONSENT FROM PRIOR CREDITORS

The Company hereby confirms that it is entitled to raise money through current issue of Bonds without the consent/ permission/ approval from the Bondholders/ Trustees/ Lenders/ other creditors of the Company. The Company has taken consent from the existing charge holders for creation of security for the Bonds on pari passu basis. In future, the Trustees shall provide consent to create


- 63 –

pari-passu charge subject to Company’s complying with the requisite terms of the Bonds issued without making any reference to the Beneficial Owners.

XVII. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF

THE ISSUER

By very nature and volume of its business, the Company is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Company. However, the contracts referred to in Para A below (not being contracts entered into in the ordinary course of the business carried on by the Company) which are or may be deemed to be material have been entered into by the Company. Copies of these contracts together with the copies of documents referred to in Para B may be inspected at the Corporate Office of the Company between 10.00 a.m. and 2.00 p.m. on any working day until the issue closing date. A. MATERIAL CONTRACTS

a. Copy of letter appointing M/s BEETAL Financial & Computer Services Private Limited as Registrar and Transfer Agent.

b. Copy of letter appointing IDBI Trusteeship Services Limited, as Trustee to the Bondholders. B. DOCUMENTS

a. Memorandum and Articles of Association of the Company as amended from time to time. b. Board Resolution dated April 16, 2009 authorizing issue of Bonds offered under terms of

this Disclosure Document. c. Letter of consent from IDBI Trusteeship Services Limited for acting as Trustee for and on

behalf of the holder(s) of the Bonds. d. Letter of consent dated 22.4.2009 from BEETAL Financial & Computer Services Private

Limited for acting as Registrars to the Issue. e. Letter of consent dated 26.02.2010 from State Bank of India for acting as Banker to the

Issue. f. Copy of application made to the BSE for grant of in-principle approval for listing of Bonds. g. Letter from BSE conveying its in-principle approval for listing of Bonds. h. Letters dated 22.4.2009 and 23.2.2010 from CRISIL conveying/reaffirming the credit rating

for the Bonds of the Company and the rating rationale pertaining thereto. i. Letters dated 21.4.2009 and 25.2.2010 from ICRA conveying/reaffirming the credit rating for

the Bonds of the Company and the rating rationale pertaining thereto. j. Tripartite Agreement between the NTPC, NSDL and BEETAL Financial & Computer

Services Private Limited for issue of Bonds in dematerialised form. k. Tripartite Agreement between the NTPC, CDSL and BEETAL Financial & Computer

Services Private Limited for issue of Bonds in dematerialised form.

Any of the contracts or documents mentioned in this Information Memorandum may be amended or modified at any time if so required in the interest of the Company or if required by the other parties, without reference to the Bondholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes. XVIII. DECLARATION

It is hereby declared that this Disclosure Document contains full disclosures in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008. The Company also confirms that this Disclosure Document does not omit disclosure of any material fact which may make the statements made therein, in light of the circumstances under which they are made, misleading. The Disclosure Document also does not contain any false or misleading statement. The Company accepts no responsibility for the statement made otherwise than in the Disclosure Document or in any other material issued by or at the instance of the Company and that any one placing reliance on any other source of information would be doing so at his own risk.


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Signed pursuant to the authority granted by Board of Directors of the Company at its meeting held on 16.04.2009. for NTPC Ltd. -sd/- (A.K.Rastogi Company Secretary Place : New Delhi Date :26.02.2010