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Directors Report of NTPC Green Energy Ltd.
Mar 31, 2025
Your Directors have immense pleasure in presenting the third Annual Report on the working of the Company for the financial
year ended on 31st March 2025 together with Audited Standalone and Consolidated Financial Statements, Auditors'' Report and
review by the Comptroller & Auditor General of India for the reporting period.
Major Highlights of your Company for the financial year 2024-25
» Your Company successfully raised ?10,000 crore (approx.) through its Initial Public Offering (IPO) of equity shares and is
now listed on both National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).
» During the financial year, your Company added 176 MW to its operational capacity. As on 31st March 2025, the standalone
operational capacity reached 2,901 MW, while the consolidated operational capacity stood at 5902 MW.
» Your Company achieved highest ever gross generation of 5.88 Billion units on a Standalone basis while 6.90 Billion units
on a consolidated basis during the year.
» The gross generation increased by 3.74% (Standalone) compared to the previous financial year. On a consolidated basis,
the corresponding increase was 20% including JV & Subsidiaries.
» For financial year 2024-25, your Company recorded a total income of ?2,273.14 crore and a Profit After Tax (PAT) of ?489.26
crore. At the consolidated level, the total income was ?2,465.70 crore, with a PAT of ?474.12 crore.
» Investments were made in various joint ventures and subsidiary companies to expand its operations. As on 31st March
2025, your Company had a total of four subsidiaries and four joint ventures.
» ONGC NTPC Green Private Limited (ONGL), a 50:50 joint venture between NGEL and ONGC Green Limited, acquired Ayana
Renewable Power Private Limited for a total consideration of ?6,248.50 crore having an enterprise value of INR 19,500
crore. Your Company contributed ?3,152 crore towards this acquisition as its equity investment in ONGL.
1. FINANCIAL PERFORMANCE
1.1 STANDALONE FINANCIAL RESULTS
The major financial highlights of your Company during 2024-25 and 2023-24 are as follows: -
|
Particulars |
For the year ended |
For the year ended |
|
Revenue |
||
|
Revenue from Operations |
2,022.54 |
1,951.13 |
|
Other income |
250.60 |
77.56 |
|
Total income(A) |
2,273.14 |
2,028.69 |
|
Expenses |
||
|
Employee benefits expense |
62.05 |
37.02 |
|
Finance costs |
656.40 |
679.05 |
|
Depreciation and amortization expenses |
667.27 |
633.09 |
|
Other expenses |
219.65 |
166.22 |
|
Total expenses(B) |
1,605.37 |
1,515.38 |
|
Profit/(Loss) before tax(C)=(A)-(B) |
667.77 |
513.31 |
|
Tax Expenses(D) |
178.51 |
142.84 |
|
Profit for the year (E)=(C)-(D) |
489.26 |
370.47 |
|
Other comprehensive income (F) |
- |
- |
|
Total comprehensive income for the year (G)=(E) (F) |
489.26 |
370.47 |
|
Earnings per equity share (Par value ¥10/- each) |
||
|
Basic & Diluted (?) |
0.69 |
0.78 |
During the financial year, the Company reported a total income of ?2,273.14 crore, registering a growth of 12.06% over
the previous year''s total income of ?2,028.69 crore. This increase was primarily driven by a 3.66% rise in revenue from
operations, which stood at ?2,022.54 crore compared to ?1,951.13 crore in the previous year. The Company achieved a
profit before tax of ?667.77 crore, reflecting a growth of 30.09% over the previous year''s ?513.31 crore. After accounting
for tax expenses of ?178.51 crore, the profit for the year stood at ?489.26 crore, showing a robust increase of 32.07%
compared to ?370.47 crore in the previous year. The consistent increase in revenue, coupled with increase in other
income and improved profitability, underscores the Company''s strong operational and financial performance during
the year.
1.2 CONSOLIDATED FINANCIAL RESULTS
In accordance with the provisions of the Companies Act 2013, and the Accounting Standards issued by the Institute of
Chartered Accountants of India, the Company has prepared the Consolidated Financial Statement for the group, including
subsidiaries, joint venture entities, and associate companies, which forms part of the Annual Report.
The salient features of the Consolidated Financial Statement for the financial year 2024-25 and 2023-24 are as under:
|
Particulars |
For the year ended |
For the year ended |
|
Revenue |
||
|
Revenue from Operations |
2,209.64 |
1,962.60 |
|
Other income |
256.06 |
75.06 |
|
Total income (A) |
2,465.70 |
2,037.66 |
|
Expenses |
||
|
Employee benefits expense |
64.25 |
37.02 |
|
Finance costs |
760.68 |
690.57 |
|
Depreciation and amortization expenses |
758.25 |
642.75 |
|
Other expenses |
228.66 |
181.61 |
|
Total expenses (B) |
1,811.84 |
1,551.95 |
|
Profit before tax and share of profits/(Loss) |
653.86 |
485.71 |
|
Add: Share of profits/(Loss) of joint ventures(D) |
(1.23) |
0.00 |
|
Profit Before Tax (PBT) (E)=(C) (D) |
652.63 |
485.71 |
|
Tax expense (F) |
178.51 |
142.85 |
|
Profit/(Loss) for the year (G)=(E)-(F) |
474.12 |
342.86 |
|
Other comprehensive income (H) |
- |
- |
|
Total comprehensive income for the year (I)=(G) (H) |
474.12 |
342.86 |
|
Earnings per equity share (Par value ?10/- each) |
0.67 |
0.72 |
A statement containing the salient feature of the financial statement of your Company''s Subsidiaries, Associate and Joint
Ventures Companies as per first proviso of section 129(3) of the Companies Act, 2013 is included under AOC-1 in the
consolidated financial statements. The detailed financial results are available in the Financial Statement section of the
report under the Standalone Financial Statement and Consolidated Financial Statement.
2. TRANSFER TO RESERVES
Your Company has not transferred any amount to the Reserves during the financial year 2024-25.
3. DECLARATION OF DIVIDEND
NGEL''s subsidiaries and joint ventures have significant capital expenditure plans in the coming years, necessitating
substantial equity infusion. These requirements are expected to exceed the Company''s internal accruals. In light of this, no
dividend has been proposed for financial year 2024-25.
Your Company has a dividend distribution policy in place in pursuance of the requirements of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
(LODR)"). Dividend distribution policy is available on the Company''s website at https://www.ngel.in/page/policies.
4. CHANGE IN CAPITAL STRUCTURE
During the financial year 2024-25, allotment of 178,03,88,965 equity shares of ?10 (Rupees Ten only) each of aggregate
nominal value of ?1780,38,89,650 for cash on rights basis was done to NTPC Limited on 7th September 2024.
The shareholders of your Company in its extra ordinary general meeting held on 10th September 2024 had accorded
approval for issuing shares of up to ?10000 crore through Initial Public Offer.
Accordingly, your Company had allotted 926,329,669 equity shares of ?10/- per share pursuant to IPO at a securities
premium of ?98 per equity share under fresh issue. The offering received a robust response, with over 20 lakh applications
and was oversubscribed by 2.4 times, reflecting strong investor confidence. The institutional investor segment was
oversubscribed by 3.3 times, while the retail portion was oversubscribed by 3.4 times.
Your Company''s equity shares were listed on both NSE and BSE on 27th November 2024. On its debut, NGEL opened at
?111.50 on NSE, marking a 3.2% premium over the issue price, and achieving a market capitalization of approximately
?94,000 crore. The stock reached an all-time high of ?155.35 on 04th December 2024, reinforcing its status as a leading
player in India''s renewable energy sector.
The paid-up share capital of the Company as on date is ?8426.33 crore.
5. OPERATIONAL PERFORMANCE
During the financial year 2024-25, NGEL Group has added 2,977 MW to its installed capacity and total Group capacity
stands as 5,902 MW as on 31st March 2025 (2925 MW as on 31st March 2024). With this, the installed capacity of your
company on a standalone basis stands as 2901 MW as on 31st March 2025.
Your Company achieved the record power generation of 5.88 billion Units during the financial year 2024-25, which
translates to a year-on-year growth of 3.74%. Generation at group level was 6.90 billion units in the financial year 2024-25,
representing a 20% year-on-year growth.
During the financial year 2023-24, average Capacity Utilization Factor of NGEL Group was 23.86% which has increased to
24.07% in the financial year 2024-25.
5.1 BUSINESS OVERVIEW
Your Company has acquired 15 Renewable Energy (RE) assets and 100% shares of NTPC Renewable Energy Limited (NREL)
from NTPC Ltd. vide Business Transfer Agreement (BTA) and Share Purchase Agreement (SPA), both dated 08th July 2022.
Details of RE projects under commercial operation as on 31st March 2025 are as under:
|
S. No. |
Projects |
Type |
COD Date |
Commercial Capacity (MW) |
|
1 |
Rajgarh |
Solar |
30th April 2014 |
50 |
|
2 |
Anantpur |
Solar |
10th August 2016 |
250 |
|
3 |
Bhadla |
Solar |
25th March 2017 |
260 |
|
4 |
Mandsaur |
Solar |
01st September 2017 |
250 |
|
5 |
Bilhaur-1 |
Solar |
18th January 2021 |
140 |
|
6 |
Bilhaur-2 |
Solar |
08th April 2021 |
85 |
|
7 |
Jetsar |
Solar |
25th March 2022 |
160 |
|
8 |
Devikot-1 |
Solar |
13th December 2022 |
150 |
|
S. No. |
Projects |
Type |
COD Date |
Commercial Capacity (MW) |
|
9 |
Devikot-2 |
Solar |
13th December 2022 |
90 |
|
10 |
Shimbhoo Ka Burj-1 |
Solar |
06th August 2022 |
250 |
|
11 |
Fatehgarh |
Solar |
05th August 2022 |
296 |
|
12 |
Nokhra |
Solar |
03rd June 2023 |
300 |
|
13 |
Shimbhoo Ka Burj-2 |
Solar |
01st March 2025 |
300 |
|
14 |
Ettayapuram |
Solar |
15th December 2022 |
230 |
|
15 |
Ayodhya |
Solar |
31st July 2024 |
40 |
|
16 |
Rojmal |
Wind |
10th November 2017 |
50 |
|
2901 |
In addition to above, NTPC Renewable Energy Limited (NREL), a wholly owned subsidiary of your Company, has the
following RE Projects under commercial operation:
|
S. No. |
Projects |
Type |
COD Date |
Commercial Capacity (MW) |
|
1 |
Chhattargarh |
Solar |
29th March 2024 |
150 |
|
2 |
Gujarat-II (Mesanka & Radhanpur) |
Solar |
11th December 2024 |
90 |
|
3 |
Gujarat-I (Sadla) |
Solar |
17th January 2025 |
63 |
|
4 |
Shajapur |
Solar |
13th March 2025 |
205 |
|
5 |
Bhensada |
Solar |
20th March 2025 |
320 |
|
6 |
Dayapar-I |
Wind |
04th November 2023 |
50 |
|
878 |
Further, ONGC NTPC Green Private Limited (ONGL) (a 50:50 JV between NTPC Green Energy Limited & ONGC Green Limited)
acquired 100% equity stake in Ayana Renewable Power Private Limited (''Ayana''), a leading renewable energy platform,
acquiring 2123 MW of operating capacity as detailed below:
|
S. No. |
Projects |
Type |
COD Date |
Commercial Capacity (MW) |
|
1 |
Radder Naganur |
Solar |
06th October 2017 |
20 |
|
2 |
Kabbur |
Solar |
10th November 2017 |
20 |
|
3 |
Bhadla |
Solar |
22nd November 2018 |
50 |
|
4 |
Pavagada - I |
Solar |
29th March 2019 |
300 |
|
5 |
Akhadhana |
Solar |
01st January 2020 |
250 |
|
6 |
Ottapidaram |
Solar |
29th January 2020 |
100 |
|
7 |
Anantapur |
Solar |
30th March 2021 |
250 |
|
8 |
Khichiyan - I |
Solar |
22nd December 2021 |
300 |
|
9 |
Khichiyan - II |
Solar |
08th February 2025 |
300 |
|
10 |
Pavagada - II |
Solar |
07th March 2025 |
150 |
|
11 |
Lakkundi |
Wind |
20th February 2024 |
300 |
|
12 |
Amreli |
Wind |
19th March 2025 |
83 |
|
2123 |
The details of operating capacity and projects already awarded as on 31st March 2025 are as under:
|
Particulars |
Operating and Contracted & Awarded Capacity (MW) |
|
|
As at March 31, 2025 |
As at March 31, 2024 |
|
|
Operating |
||
|
Solar (MWs) |
5,419 |
2,825 |
|
Wind (MWs) |
483 |
100 |
|
Total (MWs) |
5,902 |
2,925 |
|
Contracted & awarded* |
||
|
Solar (MWs) |
13,525 |
9,571 |
|
Wind (MWs) |
3,752 |
2,000 |
|
Total (MWs) |
17,277 |
11,571 |
*Megawatts Contracted & Awarded represents the aggregate megawatt rated capacity of renewable power plants as of the reported date which include (i)
PPAs signed with customers, and (ii) capacity won and allotted in auctions and where LoAs have been received.
In line with the commitment of NTPC to add 60 GW renewable capacity by 2032, your Company has taken various initiatives
such as setting up of solar & wind power projects, Ultra-Mega Renewable Energy Power Parks (UMREPP), Green hydrogen
and tie-up for Electrolysers etc.
5.2 COMMERCIAL CAPACITY
During the financial year 2024-25, the expansion boosted your Company''s total commercial capacity to an impressive
2901 MW. Additionally, when considering the collective efforts of your Company and its joint ventures, the aggregate
commercial capacity was further augmented by 2977 MW resulting in an overall commercial capacity of 5,902 MW as per
detail given below: -
|
Description |
Capacity (MW) |
|
NGEL OWNED |
|
|
Solar Based Projects |
2851 |
|
Wind Based Projects |
50 |
|
Sub-Total |
2901 |
|
JOINT VENTURES & SUBSIDIARIES |
|
|
Solar Based Projects |
2568 |
|
Wind Based Projects |
433 |
|
Sub-Total |
3001 |
|
Total |
5902 |
5.3 BILLING AND REALIZATION
During the financial year 2024-25, your Company has successfully realized 100% of its dues. Most of the beneficiaries have
made timely payments and availed the applicable rebates.
Your Company has in place a robust payment security mechanism in the form of Letters of Credit (LC) which has been
opened by all beneficiaries. Parallelly, all the Beneficiary invoices are being entered into the PRAAPTI Portal (Payment
Ratification and Analysis in Power procurement for bringing Transparency in Invoicing of generators) launched by Ministry
of Power (MoP) and in turn outstanding in this portal are being monitored by MoP.
5.4 PROJECT MANAGEMENT
Your Company is committed to delivering under implementation renewable energy projects within scheduled time and
budget maintaining high standards of quality for long term commercial operation. Your Company''s project management
strategy is anchored in detailed planning, scheduling, monitoring and execution of projects, leveraging digital tools to
ensure timely and cost-effective implementation.
Your Company''s Project Management system follows a structured approach covering planning, design, procurement,
construction, and commissioning. To support this, your Company has adopted an Integrated Project Management Control
System (IPMCS), which connects engineering, procurement, and construction functions under a synchronized control
framework. This system effectively avoids siloed working and ensures alignment across internal teams and external
stakeholders.
Proactive project monitoring provides real-time tracking of key milestones, flags bottlenecks, and facilitates management
intervention through video conferencing, live data dashboards, and digital documentation. Online systems are utilized
for CAPEX Monitoring and Project Issues Monitoring to reduce information gaps and avoid delays. To enhance field-level
transparency and progress tracking, software tools are utilized to track engineering, supply, and erection status. Features
like seamless system integration and role-based access enable frequent and accurate progress reporting from project
sites.
To prevent time and cost overruns, variance against baseline schedules and budgets is tracked rigorously using advanced
project management and financial tools. Regular project reviews at project and corporate levels ensure timely corrective
action. In addition, risk analysis is embedded at relevant project stages to mitigate execution and commercial risks. This
methodology further strengthens project governance and accountability.
As our renewables project portfolio expands, your Company plans to further leverage usage of technology (including AI/
Drone based tools) for continuous improvement and process optimization.
5.5 PRINCIPLE BUSINESS ACTIVITIES
Your Company is an umbrella company for the green business initiatives of NTPC and undertakes projects through organic
and inorganic routes and aims to be the flag-bearer of NTPC''s green energy journey to achieve the ambitious target of 60
GW by FY 32.
The Company has strategically diversified its portfolio within the realm of Green Energies and participating in bidding
process, tenders, and Ultra Mega Renewable Energy Power Parks (UMREPP), to achieve growth over the decade and act as
a premier "Green Energy" player in India.
6. RISK ASSESSMENT
Your Company has formulated a Risk Management Policy in compliance with Regulation 17 and 21 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 for framing, implementing and monitoring the risk
management plan for the Company. The purpose of framework of Risk identification is to identify the events that can
have an adverse impact on the achievement of the business objectives. All Risks identified are documented and shall
include internal and external risks including financial, operational, sectoral, sustainability (particularly ESG related risks),
information, cybersecurity risks or any other risks as may be determined. Risk documentation shall include risk description,
category, classification, mitigation plan, responsible function / department. The head of the respective departments
within the Company shall be responsible for implementation of the risk management system as may be applicable to
their areas of functioning and report to the Risk Management Committee.
As on 31st March 2025, your Company had a total of four subsidiaries and four joint ventures.
NGEL Group Companies
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|
SUBSIDIARIES |
JOINT VENTURES |
|||||||||
|
_ |
â |
r |
â |
[i |
||||||
|
* |
* |
r- â.....''......._ |
* |
|||||||
|
r ^ NTPC Renewable |
Green Valley (51% owned by NGEL |
Indian Oil NTPC (50% owned by NGEL |
r ^ |
|||||||
|
r~....... |
..... |
|||||||||
|
r ^ NTPC UP Green Energy (51% owned by NGEL L_J |
NTPC Rajasthan (74% owned by NGEL |
MAHAGENCO NTPC (50% owned by NGEL |
r i AP NGEL Harit Amrit (50% owned by NGEL L_A |
|||||||
The information of Subsidiaries and Joint Venture Companies along with details of partners of joint ventures is given below:
|
Name of |
Status |
Shareholding (%) |
JV partner |
Details |
|
NTPC Renewable |
Wholly Owned Subsidiary |
100 |
NREL has won 2,570 MW of RE capacities in FY 2024-25 As on 31st March 2025, NREL had 878 MW of operational |
|
|
Green Valley |
Subsidiary |
51 |
Damodar Valley |
GVREL was initially incorporated as subsidiary of NREL. The objective of GVREL is to develop renewable energy |
|
parks and projects, leveraging the water bodies and |
|
Name of |
Status |
Shareholding (%) |
JV partner |
Details |
|
NTPC UP Green |
Subsidiary |
51 |
U. P. Rajya |
NUGEL is set up with the objective to develop, operate |
|
NTPC Rajasthan |
Subsidiary |
74 |
Rajasthan Rajya |
NRGEL is focused on the development of renewable |
|
IndianOil NTPC |
Joint Venture |
50 |
Indian Oil |
INGEL is incorporated to develop and supply 650 INGEL is developing 1000 MW wind and 800 MW solar |
|
ONGCNTPC |
Joint Venture |
50 |
ONGC Green |
ONGL is dedicated to accelerating India''s transition to In a landmark move, ONGL has acquired a 100% |
|
AP NGEL Harit |
Joint Venture |
50 |
New & Development |
APNHAL is dedicated to advancing clean energy The joint venture aims to develop up to 25 GW of |
|
Name of |
Status |
Shareholding (%) |
JV partner |
Details |
|
MAHAGENCO |
Joint Venture |
50 |
MAHAGENCO (50%) |
This partnership is strategically formed to accelerate The joint venture was established for the development, |
Further, NTPC-MAHAPREIT Green Energy Limited (NMGEL), a 74:26 joint venture of NGEL and Mahatma Phule Renewable
Energy and Infrastructure Technology Limited (MAHAPREIT) was incorporated on 08th April 2025 with the objective to
develop operate and maintain Renewable Energy Parks including UMREPP/RE Projects comprising of Solar/Wind/Hybrid
with or without Storage up to 10 GW capacities in Maharashtra and any other state in India.
A Joint Venture agreement between NGEL and Chhattisgarh State Power Generation Company Limited (CGSPGCL) with
equity participation in the ratio of 74:26 by NGEL and CGSPGCL respectively, was entered, to develop, operate and
maintain Renewable Energy Park including UMREPP and Project(s) in State of Chhattisgarh or any other identified locations
comprising of Solar/Wind/Hybrid up to 2 GW capacities and identification of reservoirs for Development of Floating Solar
Projects and to supply renewable power generated by the Company to CSPGCL/DISCOMs of State of Chhattisgarh/Other
DISCOMS, C&I Customers, etc. anywhere in India.
7.1 MATERIAL SUBSIDIARIES
As on 31st March 2025, NTPC Renewable Energy Limited (NREL) is a material subsidiary as defined under Regulation 16(1)
(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Your Company has framed its policy for identification of material subsidiary. The policy is available on
https://www.ngel.in/page/policies.
The financial & operational performance of Subsidiaries and JV Companies as on 31st March 2025 is given below:
|
Name of Company |
Status |
Details |
||
|
NTPC Renewable |
Wholly Owned |
NTPC Renewable Energy Ltd. (NREL) is a wholly owned subsidiary. NREL is presently As on 31st March 2025, NREL had 878 MW of operational capacity and 13,178 MW RE Paid up equity share capital of NREL as on 31st March 2025 is ?7,494.46 crore. |
||
|
Green Valley |
Subsidiary |
GVREL is a 51:49 subsidiary of NGEL in joint venture with Damodar Valley Corporation GVREL was initially incorporated as subsidiary of NREL. Pursuant to the Share Purchase Paid up equity share capital GVREL as on 31st March 2025 is ?190.10 crore. |
||
|
NTPC Rajasthan |
Subsidiary |
NRGEL is a 74:26 Subsidiary in joint venture with Rajasthan Rajya Vidyut Utpadan Paid up equity share capital of NRGEL as on 31st March 2025 is ?0.10 crore. |
||
|
NTPC UP Green |
Subsidiary |
NUGEL is a 51:49 Subsidiary in joint venture with U. P. Rajya Vidyut Utpadan Nigam |
||
|
IndianOil NTPC |
Joint Venture |
INGEL is a 50:50 Joint Venture Company of NGEL and IOCL. As on 31st March, 2025, Paid up equity share capital of INGEL as on 31st March 2025 is ?96.10 crore. |
||
|
ONGC NTPC Green |
Joint Venture |
ONGPL is a 50:50 Joint Venture Company of NGEL and ONGC Green Limited, Paid up equity share capital of ONGPL as on 31st March 2025 is ?6,305.10 crore. |
||
|
MAHAGENCO |
Joint Venture |
MNGEPL is a 50:50 Joint Venture Company of NGEL and MAHAGENCO, incorporated |
||
|
NTPC Green Energy |
on 25.11.2024. The company is set up with the objective to develop, operate and Paid up equity share capital of MNGEPL as on 31st March 2025 is ?0.10 crore. |
|
Name of Company |
Status |
Details |
|
AP NGEL Harit |
Joint Venture |
APNHAL is a 50:50 Joint Venture Company of NGEL and NREDCAP. The foundation Paid up equity share capital of APNHAL as on 31st March 2025 is ?0.10 crore. |
The financial performance of our subsidiaries and joint venture companies is outlined in the AOC-1 (Annexed to the Consolidated
Financial Statement).
8. STATUTORY DISCLOSURES AND DECLARATIONS UNDER SECTION 134 OF THE COMPANIES ACT, 2013
READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014
8.1 BOARD OF DIRECTOR''S & KEY MANAGERIAL PERSONNEL
As of 31st March 2025, your Company''s Board had six members comprising of three Functional Directors including
Chairman and Managing Director and three Independent Directors including one Woman Independent Director:
|
Name |
Designation |
|
Shri Gurdeep Singh |
Chairman & Managing Director |
|
Shri Jaikumar Srinivasan |
Director (Finance) |
|
Shri Shanmugha Sundaram Kothandapani |
Director (Projects) |
|
Shri Viveka Nand Paswan |
Independent Director |
|
Shri Bimal Chand Oswal |
Independent Director |
|
Smt. Sajal Jha |
Independent Director |
Ministry of Power acting on behalf of President of India, vide its letter no. 8/4/2020-Th-I (part-III)(276348) dated 8th May
2025, in supersession of its order dated 04th November 2024 wherein the aforesaid mentioned Independent Directors
were appointed, has conveyed the appointment of Shri Deepak Babu, Shri Brajesh Kumar Singh and Ms. Phalguni Patra as
Independent Directors on the Board of NTPC Green Energy Limited for a period of three years w.e.f. the date of notification
of order, or until further orders, whichever is earlier. Accordingly, the Board of your Company was reconstituted w.e.f. 14th
May 2025. The present Board structure is as under:
|
Name |
Designation |
|
Shri Gurdeep Singh |
Chairman & Managing Director |
|
Shri Jaikumar Srinivasan |
Director (Finance) |
|
Shri Shanmugha Sundaram Kothandapani |
Director (Projects) |
|
Shri Deepak Babu |
Independent Director |
|
Shri Brajesh Kumar Singh |
Independent Director |
|
Ms. Phalguni Patra |
Independent Director |
Details of Key Managerial Personnel as on 31st March 2025 were as under:
|
Name |
Designation |
|
Shri Rajiv Gupta* |
Chief Executive Officer |
|
Shri Neeraj Sharma |
Chief Financial Officer |
|
Shri Manish Kumar |
Company Secretary |
*Shri Rajiv Gupta ceased to be Chief Executive Officer of the Company w.e.f. 10th May 2025 and Shri Sarit Maheshwari was appointed as Chief Executive Officer
in his place w.e.f. 10th May 2025.
The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate
Governance Report, which forms part of this Annual Report.
In terms of the requirement of SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 [SEBI (LODR)], the
Board has identified core skills, expertise, and competencies of the Directors in the context of the Company''s business
for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the
Corporate Governance Report, which forms part of this Annual Report.
8.2 DETAILS OF MEETINGS
A. NUMBER OF MEETINGS OF THE BOARD
The Board convened 20 (twenty) meetings during the year under review. The interval between any two meetings did
not exceed 120 days, in compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR). Detailed
information regarding the Board meetings and Directors'' attendance is provided in the Corporate Governance Report,
which forms part of this Annual Report.
B. NUMBER OF MEETINGS OF INDEPENDENT DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and SEBI (LODR), a separate meeting of the Independent
Directors of the Company was convened during the financial year 2024-25. This meeting was held on 22nd March 2025.
The primary purpose of this meeting was to review the performance of the Board as a whole, the performance of the
Non-Independent Directors, and the Chairman of the Company, while also assessing the quality, quantity, and timeliness
of the flow of information between the management and the Board. Such evaluations are essential for ensuring effective
corporate governance and enhancing the overall performance of the Company.
All Independent Directors of the Company at that time, Shri Bimal Chand Oswal, Shri Viveka Nand Paswan and Smt. Sajal
Jha were present and actively participated in the deliberations.
C. COMMITTEES OF THE BOARD
In accordance with the requirements of the Companies Act and SEBI (LODR), the Company has constituted various
statutory committees. In addition, the Board has established other committees to oversee specific business operations
and governance matters. As of 31st March 2025, the Board had the following committees:
|
STATUTORY COMMITTEES |
OTHER COMMITTEES |
|
» Audit Committee |
» IPO Committee |
|
» Nomination & Remuneration Committee |
» Post Allotment Committee |
|
» Stakeholder Relationship Committee |
|
|
» Risk Management Committee |
|
|
» Corporate Social Responsibility Committee |
Corporate Governance Report, which forms an integral part of this Annual Report, provides comprehensive and detailed
information regarding the composition of the various Committees of the Board, including the structure, roles, and
responsibilities of each Committee. It also outlines any changes in their composition that occurred during the financial
year, highlighting appointments, resignations, or reconstitutions. Furthermore, the Report includes a summary of the
meetings held by these Committees throughout the year.
8.3 DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have submitted their declarations to the Board of Directors, affirming that
they meet the criteria of independence pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and
Regulation 16 of SEBI (LODR). Further, in compliance with the provisions of Section 150 of the Companies Act, 2013 read
with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have
successfully registered themselves with the online databank maintained by the Indian Institute of Corporate Affairs (IICA).
All Independent Directors of the Company possess the requisite integrity, expertise, and experience to fulfil their roles and
responsibilities effectively.
8.4 POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION
Your Company is a Government Company and its directors are appointed by the Government of India. The Ministry of
Power, Government of India, vide Office Order No. 8/4/2020/Th.1 dated 28th August 2024, has conveyed that Shri Gurdeep
Singh, Chairman and Managing Director (CMD), Shri Jaikumar Srinivasan, Director (Finance), and Shri Shanmugha
Sundaram Kothandapani, Director (Projects) of NTPC Limited shall hold additional charge of the posts of Chairman &
Managing Director, Director (Finance), and Director (Projects), respectively, of NGEL. The remuneration of the aforesaid
Functional Directors was borne by the holding company, NTPC Limited.
Independent Directors were paid a sitting fee of ?30,000 (Rupees Thirty Thousand only) for each meeting of the Board and
Committees that they attended.
8.5 STATE OF THE COMPANY''S AFFAIR
The state of affairs of your Company is comprehensively discussed in the Management Discussion and Analysis Report,
which is at Annexure II and forms an integral part of this Annual Report.
8.6 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of investments made, loans granted, and guarantees extended by the Company during the financial year 2024¬
25 under Section 186 of the Companies Act, 2013 are disclosed at Note 7 to the standalone financial statements for the
financial year 2024-25.
8.7 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year under review, your Company has entered into Related Party Transactions with its subsidiaries
and joint venture companies for providing Project Management Consultancy services in compliance with the provisions
of Companies Act, 2013 and SEBI (LODR).
Pursuant to Section 134(3)(h) of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014, the
particulars of contracts or arrangements with related parties, as referred to in Section 188(1) of the Act, are disclosed in
Form AOC-2 and annexed to this Report as Annexure-V.
In compliance with statutory requirements, the Company''s Policy on Materiality of Related Party Transactions is available
on the Company''s website at https://ngel.in/page/policies .
8.8 INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Your Company has established an adequate internal control system that is commensurate with its size and the nature of its
business operations. The Company complies with all applicable Accounting Standards in maintaining its books of account
and in the preparation of financial statements.
During the year under review, the internal controls were evaluated and tested, and no reportable material weaknesses in
their design or operation were identified. The Audit Committee regularly reviews the Internal Financial Controls to ensure
their effectiveness in achieving the intended objectives.
The Independent Auditor''s Report on the adequacy and operating effectiveness of the Company''s Internal Financial
Controls, as required under Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013, issued by the Statutory
Auditors, is annexed to the Financial Statements.
For the Financial Year 2024-25, the Internal Audit was conducted by M/s Agarwal A Kumar & Associates, Chartered
Accountants, Chandigarh, an independent internal audit firm. The auditors submitted their observations, all of which
were duly addressed by the management. Upon review of the management''s responses, the auditors raised no further
observations.
8.9 IMPLEMENTATION OF RISK MANAGEMENT AND HEALTH, SAFETY AN ENVIRONMENT POLICIES
As per SEBI (LODR), the Company has a Board Level Risk Management Committee, which as on 31st March 2025, comprised
of Director (Projects), Director (Finance), Independent Director and Chief Executive Officer.
The primary mandate of the Risk Management Committee encompasses the identification and thorough review of
potential risks, followed by the development of robust action plans and strategic initiatives aimed at mitigating these
risks effectively.
The Risk Management Committee meets periodically and monitors the top risks through reporting of key risk indicators,
prepare mitigation plans and monitors their implementation. The risk assessment and the progress of the mitigation
measures are reported regularly to the Board of Directors. Moreover, the Risk Management Committee seamlessly
coordinates its functions with other committees as necessary.
8.10 CORPORATE SOCIAL RESPONSIBILITY (CSR)
As on 31st March 2025, the composition of the CSR Committee was as follows:
|
Name |
Position in Committee |
|
Shri Jaikumar Srinivasan |
Chairman (Executive Director) |
|
Shri Viveka Nand Paswan |
Member (Independent Director) |
|
Shri Shanmugha Sundaram Kothandapani |
Member (Executive Director) |
Shri Viveka Nand Paswan ceased to be Director and member of the Committee w.e.f. 8th May 2025. In his place Shri Deepak
Babu, Independent Director has been appointed as member of CSR Committee.
The terms of reference of the CSR Committee and details of the meetings are provided in the Corporate Governance
Report, which forms an integral part of this Report. Your Company has also formulated a CSR Policy, which is available on
the website of your Company at https://www.ngel.in/page/csr--corporate-social-responsibility- . Annual Report on CSR
activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended ("CSR Rules")
is annexed as Annexure-III and forms an integral part of this Report.
In accordance with Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility
Policy) Rules, your Company was required to spend 2% of the average net profits of the three immediately preceding
financial years towards CSR activities. Accordingly, your Company was required to incur CSR expenditure amounting to
?5.70 crore (i.e. 2% of Average Net Profit of financial year 2022-23 & 2023-24) in the financial year 2024-25.
During the year, your Company had a shortfall in CSR expenditure of ?5.70 crore as the identification and due diligence
process for suitable CSR projects took longer than anticipated, leading to delays in project approvals. However, your
Company remains committed to identifying appropriate CSR opportunities. In line with statutory provisions, the company
has deposited unspent amount of Rs. 5.70 crore in PM CARES Fund.
8.11 MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF THE REPORT
There is no material change/ commitment affecting the financial position of the Company which have occurred between
the end of financial year of the Company to which financial statement relates and signing of this report.
8.12 REPORTING OF FRAUD BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported any instances of
fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.
Accordingly, no such details are required to be disclosed in the Board''s Report.
8.13 PERFORMANCE EVALUATION OF THE DIRECTORS AND THE BOARD
Ministry of Corporate Affairs (MCA), through its General Circular dated June 5, 2015, exempted Government Companies
from the provisions of Section 178(2) of the Companies Act, 2013, which mandates performance evaluation of directors by
the Nomination & Remuneration Committee. The same circular also exempts Government Companies from Section 134(3)
(p), which requires disclosure in the Board''s Report regarding the evaluation of the Board, its Committees, and individual
Directors which requires mentioning the manner of formal evaluation of its own performance by the Board and that of
its Committees and Individual Director in Board''s Report, if directors are evaluated by the Ministry or Department of the
Central Government which is administratively in charge of the company, or, as the case may be, the State Government as
per its own evaluation methodology.
In this regard, the Department of Public Enterprises (DPE) has established a performance appraisal mechanism for all
functional directors and has initiated evaluation processes for Independent Directors, as directors are appointed/re-
appointed by the Government of India.
Your Company enters into a Memorandum of Understanding (MOU) with NTPC each year, demarcating key performance
parameters for the company. The performance of the Company is evaluated vis-a-vis MOU entered into with the Holding
Company.
Additionally, in compliance with Regulation 25 of the SEBI (LODR), the Independent Directors held a separate meeting on
22nd March 2025, to evaluate the performance of the Board as a whole, as well as that of the non-independent directors,
including the Chairman & Managing Director.
8.14 CHANGE IN NATURE OF BUSINESS
There was no change in the nature of the business of your Company during the financial year 2024-25.
8.15 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO
The details of conservation of energy, technology absorption and foreign exchange earning & outgo are attached in
Annexure-IV of this report.
8.16 DEPOSITS
During the financial year 2024-25, your Company did not accept any deposits from the public as defined under Section 73
of the Companies Act, 2013.
8.17 COST AUDIT
In accordance with Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 (as
amended), the Board of Directors, on the recommendation of the Audit Committee, approved the appointment of M/s H.
Tara & Co., Cost Accountants, as Cost Auditors for auditing the cost records of the Company for the financial year 2024-25.
8.18 SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS AND TRIBUNALS
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status
and Company''s operations in future.
8.19 EXTRACT OF ANNUAL RETURN
In accordance with Section 92(3) of the Companies Act, 2013, read with Section 134(3)(a) and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Annual Return for the financial year ended 31st March 2025 is available
on the Company''s website at https://ngel.in/page/annual-returns.
8.20 COMPANIES WHICH HAVE BECOME/ CEASED TO BE COMPANY''S SUBSIDIARIES, JOINT VENTURES, AND
ASSOCIATES COMPANIES DURING THE YEAR
During the financial year 2024-25, following entities are added to the list of subsidiaries and joint ventures of NGEL:
|
Name of the Company |
JV/ Subsidiary |
Date of Incorporation |
|
ONGC NTPC GREEN PRIVATE LIMITED (ONGPL) |
Joint Venture |
18th November 2024 |
|
MAHAGENCO NTPC Green Energy Private Limited (MNGEL) |
Joint Venture |
25th November 2024 |
|
NTPC UP Green Energy Limited (NUGEL) |
Subsidiary |
01st January 2025 |
|
NTPC Rajasthan Green Energy Limited (NRGEL) |
Subsidiary |
8th January 2025 |
|
AP NGEL HARIT AMRIT LIMITED (APNHAL) |
Joint Venture |
6th February 2025 |
NTPC-MAHAPREIT Green Energy Limited (NMGEL) was incorporated on 08th April 2025 as a subsidiary of NGEL after the
end of financial year 2024-25.
8.21 SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The status of cases received / disposed-off during the financial year 2024-25 is as follows:
|
No of cases under process/investigation as on 31st March 2024 |
NIL |
|
No of complaints received during FY 2024-25 |
NIL |
|
No of complaints disposed-off during FY 2024-25 |
NIL |
|
No of cases pending for more than 90 days |
NIL |
Your Company have formed Internal Committee as per statutory requirement for addressing and resolving the complaints
related to Sexual Harassment.
8.22 STATEMENT ON MATERNITY BENEFIT COMPLIANCE
Your Company is in compliance with the applicable provisions of Maternity Benefit Act 1961.
8.23 ONE-TIME SETTLEMENT AND TAKING OF LOANS
During the financial year 2024-25, no event has taken place that gives rise to reporting of details w.r.t. difference between
amount of the valuation done at the time of onetime settlement and the valuation done while taking loans from the Banks
or Financial Institutions.
8.24 INSOLVENCY BANKRUPTCY CODE
During the financial year 2024-25, no application was made or any proceedings were pending under the Insolvency and
Bankruptcy Code, 2016.
9. PARTICULARS OF EMPLOYEES
As per provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, company is required to disclose the ratio of the remuneration of
each director to the median employee''s remuneration and details of employees receiving remuneration exceeding limits
as prescribed from time to time in the Directors'' Report. However, as per notification dated 5th June, 2015 issued by the
Ministry of Corporate Affairs, Government Companies are exempted from complying with provisions of Section 197 of the
Companies Act, 2013. Therefore, such particulars have not been included and do not form part of this Directors'' Report.
9.1 SCs/STs EMPLOYEES
In respect of SC/ST employees of NGEL, the total strength category-wise includes 33 Scheduled Caste (SC) employees
and 11 Scheduled Tribe (ST) employees. A total of 12 SC vacancies and 5 ST vacancies have been filled, with no backlog
vacancies applicable. During the year, promotions of SC/ST employees across different categories were carried out as per
applicable policy. Similarly, no steps were required for filling reserved vacancies for SCs/STs, including backlog or current
vacancies, in view of the non-applicability of such provisions during the year.
9.2 WELFARE OF PERSONS WITH DISABILITIES
As per OM dated 20.08.2014 of Ministry of Personnel, Public Grievances and Pensions, Department of Personnel and
Training, GOI, data on the percentage employment of Persons with Disabilities (PwDs) in keeping with the Policy of 3%
reservation on Government jobs with PwDs is required to be given in the Annual Report. NGEL has filled 1 vacancy under
PwDs category.
10. AUDITORS
10.1 STATUTORY AUDITOR
In accordance with the provisions of Section 139(5) of the Companies Act, 2013, the Comptroller and Auditor General of
India (C&AG) has appointed M/s P. R. Mehra & Co., Chartered Accountants, New Delhi, as the Statutory Auditors of your
Company for the financial year 2024-25.
10.2 INTERNAL AUDITOR
Your Company had, on the recommendation of the Audit Committee, appointed M/s Agarwal A Kumar & Associates,
Chartered Accountants, Chandigarh as the Internal Auditors of the Company for the financial year 2024-25. During the
year under review, the firm conducted the internal audit and submitted its report to the Board of Directors.
10.3 SECRETARIAL AUDITOR
Pursuant to provision of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, your Company has appointed M/s A. K. Rastogi & Associates, Company Secretaries as
the Secretarial Auditor of the Company for the financial year 2024-25.
11. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARKS OR DISCLAIMER MADE BY AUDITORS
11.1 STATUTORY AUDITORS'' REPORT
The Statutory Auditors of the Company have given an unqualified report on the accounts of the Company for the financial
year 2024-25. However, they have drawn attention under ''Emphasis of Matter'' to the following notes of the Standalone
Financial Statements:
(i) Note No. 33(a) regarding obtaining periodic balance confirmations from parties and banks and of reconciliation of
balances with customers appearing under trade receivables. Some of balances appearing under trade payable/ other
payables/ other payables and advances given are subject to confirmation/ reconciliation and adjustment, if any will
be accounted for on confirmation/ reconciliation of the same.
(ii) Note No. 2(b) & 50(c) regarding lease of land for a period of 33 years for development of Green Hydrogen Hub in
Andhra Pradesh and amortization of leasehold land. Amount paid and expenses incurred till 31st March 2025 of
?1,005.16 are disclosed as "Right of Use" (ROU) leasehold land asset under Property, Plant & Equipment in Note 2 and
amortization of ROU asset has commenced from the date of commencement of lease, i.e., 19th February 2024 even
though the project is under evaluation by the Company as on date.
11.2 REVIEW OF ACCOUNTS BY THE COMPTROLLER & AUDITOR GENERAL OF INDIA
The Comptroller & Auditor General of India (C&AG), through letter dated 30 July, 2025 has given Comment on the
Standalone and Consolidated Financial Statements of your Company for the year ended 31st March 2025 after conducting
supplementary audit under Section 143(6)(a) read with Section 129(4) of the Companies Act, 2013.
Comment of C&AG along with Management reply for both the standalone and consolidated financial statements of your
Company for the year ended 31st March 2025 are enclosed.
11.3 SECRETARIAL AUDIT REPORT
Secretarial Audit Report submitted by the Secretarial Auditor in prescribed Form MR-3 is annexed to this Report as
Annexure- VI. There are no qualifications or observations or other adverse remarks or disclaimer of the Secretarial Auditors
in the report for the financial year 2024-25.
As required under SEBI (LODR), Secretarial Audit Report of NTPC Renewable Energy Limited, which is a material subsidiary,
is enclosed along with Secretarial Audit Report of the Company. There is no adverse comment/remark in the Secretarial
Audit Report of NTPC Renewable Energy Limited.
12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
BRSR has been prepared as per the key principles defined under Regulation 34(2)(f) of SEBI (LODR) as amended from time
to time, which cover topics across all ESG dimensions.
Further SEBI vide its circular no. SEBI/HO/CFD/CFD-SE-2/P/ CIR/2023/122 dated July 12, 2023, read with circular dated
November 11,2024 updated the format of BRSR to incorporate BRSR core, a subset of BRSR indicating specific Key
Performance Indicators (KPIs)/metrics under 9 ESG attributes which are subject to mandatory reasonable assessment or
assurance by an independent assurance provider.
In accordance with this requirement, BRSR report and reasonable assurance report provided by Bureau Veritas India
Private Limited on the sustainability disclosures in the BRSR Core is enclosed at Annexure VII.
13. ACCOUNTING STANDARDS
The Financial Statements of the Company as at and for the financial year ended 31st March 2025 have been prepared
in accordance with the Indian Accounting Standards (Ind-AS) notified under section 133 of the Companies Act, 2013
and applicable provisions of Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting
Standards) Amendment Rules 2016.
14. SECRETARIAL STANDARDS
Your Company follows the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and
approved by the Central Government under Section 118(10) of the Companies Act, 2013.
15. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
A Whistle Blowing Policy has been approved by the Board of Director on 9th September 2024 and is available on the
Company''s website at https://ngel.in/page/policies.
The Company''s whistle blowing policy provides adequate safeguard against victimization of Director(s) or employee(s) or
any other person who avail the mechanism and also provide for direct access to the Chairman of the audit committee in
appropriate cases.
16. CREDIT RATING
Your Company''s financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The
details of credit ratings are disclosed in the Management Discussion and Analysis Report, which forms part of the Annual
Report.
17. KEY FINANCIAL RATIOS
Key Financial Ratios for the financial year ended 31st March 2025, have been provided under Note 53 of the Notes to
the Accounts of the Standalone Financial Statement and in the Management Discussion Analysis Report placed at
Annexure-II and forming a part of the Directors'' Report.
18. HUMAN RESOURCE
Your Company is proud of its people, who are its most important asset and its sole differentiating factor of competitive
advantage, driving desired business outcomes.
For building competence for current / future roles and areas of diversification and sustaining an enabling Performance
Culture, your Company has institutionalized the:
(i) Need based training for all executives.
(ii) Tie-ups with internal and external experts for bringing in niche expertise and outside perspective.
Your Company has embraced technology and digitalization and put in place enabling Systems, for providing superior
employee experience. These include ERP, ECM (paperless office), Recruitment portal, KEKA Payroll Software, Presence 360
App etc.
Your Company is organising series of engaging and meaningful events for welfare and development of human resources,
throughout the financial year reflecting the organization''s commitment to cultural, constitutional and environmental
value.
19. CORPORATE GOVERNANCE REPORT
In accordance with regulation 34(3) of SEBI (LODR), a detailed report on Corporate Governance along with certificate on
status of compliances of SEBI (LODR) are enclosed as Annexure-I.
20. IMPLEMENTATION UNDER THE RIGHT TO INFORMATION ACT, 2005
Right to Information (RTI) Act, 2005 has empowered the Indian citizen to access information from public authorities,
resulting in transparency and accountability to the working of the authorities. Your Company has appropriate mechanism
to provide information to citizens under the provisions of Right to Information (RTI) Act, 2005.
The status of RTI received during the FY 2024-25 is as follows:
|
Pending Application |
RTI Application |
Pending |
|||
|
in the beginning of FY |
RTI Application |
Rejected |
Information provided |
Returned to |
Applications at |
|
NIL |
70 |
NIL |
70 |
NIL |
NIL |
21. INFORMATION TECHNOLOGY
Information and Communication Technology is playing pivotal role in improvement across various functions in the
Company. Your Company has implemented state of art IT solutions like SAP, paper less office system etc. for enhanced
productivity.
Your Company is implementing Remote Asset Monitoring Center a centralized system for monitoring of all NGEL(Solar/
Wind) Sites. System provides AI/ML-based analytics, which will enable advanced assessment of plant performance, early
detection of anomalies, and data-driven decision-making.
No major Cyber Security breach was observed across NGEL sites during FY 2024-25. A comprehensive Cyber security audit
is planned to be conducted for all NGEL sites in FY 2025-26.
This has helped our organization earn a reputation as a company that leverages cutting-edge technology, while also
supporting the vision of Digital India, as envisioned by our Honorable Prime Minister.
22. PROCUREMENT FROM MSEs
The Government of India has notified the Public Procurement Policy for Micro and Small Enterprises (MSEs) Order, 2012.
Your group company has registered a procurement of Goods & Services worth INR 39.14 crore from MSE vendors out of
which procurement from SC/ ST-MSE vendors was ?0.58 crore and Woman-MSE vendors was ?5.26 crore. Total Procurement
during the financial year 2024-25 by NGEL & its subsidiaries stand at ?55.82 crore.
23. AWARDS AND RECOGNITION
At NTPC Green Energy Limited, excellence and innovation in green energy are at the heart of everything we do. Our
commitment to sustainable development, operational efficiency, and environmental stewardship continues to earn
industry-wide recognition. Over the past year, NGEL has been honored with several prestigious awards and accolades that
reflect our leadership in renewable energy, technological advancement, and responsible business practices.
» NGEL Ayodhya Solar was conferred with Swarna Shakti Award on 13th February 2025.
» NGEL was awarded with prestigious Tusker National Award for excellence in Corporate Communication on 17th May 2025.
» 150 MW Chhatargarh project conferred with prestigious IINA-GOLD Award on 14th June 2025.
24. DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) & 134(5) of the Companies Act, 2013, your Directors state that:
I. In the preparation of the annual accounts for the year ended 31st March 2025, the applicable accounting standards
had been followed along with proper explanation relating to material departures;
II. The Directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at
the end of the financial year 2024-25 and of the profit of the Company for that period;
III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
IV. The Directors had prepared the Annual Accounts on a going concern basis.
V. The directors had laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively; and
VI. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
25. ACKNOWLEDGMENT
On behalf of the Directors of the Company, I would like to place on record our deep appreciation for the support and co¬
operation extended by Ministry of Power, Ministry of New & Renewable Energy (MNRE) and the Bankers of the Company.
The Directors also express their gratitude to the shareholders for their continued confidence in the Company. The Board
appreciates the valuable contributions of contractors and vendors in the implementation of various Company projects.
We also acknowledge the constructive suggestions received from the Office of the Comptroller & Auditor General of India,
the Statutory Auditors and the Cost Auditors. Furthermore, we extend our heartfelt appreciation to the entire NTPC family
for their tireless efforts and contributions at all levels, ensuring the Company''s continued growth and excellence.
For and on behalf of the Board of Directors
Sd/-
Gurdeep Singh
Place: New Delhi Chairman & Managing Director
Date: 05 August, 2025 (DIN: 00307037)
Mar 31, 2024
Your Directors have immense pleasure in presenting the
Second Annual Report on the working of the Company for
the financial year ended on 31st March, 2024 together with
Audited Standalone and Consolidated Financial Statements,
Auditors'' Report and review by the Comptroller & Auditor
General of India for the reporting period.
1. FINANCIAL PERFORMANCE
Your Company was incorporated under Companies Act, 2013
on 7th April, 2022 as a wholly owned subsidiary of NTPC
Limited. It was incorporated to plan, promote and organize
an integrated development of power generation through non-
conventional/ renewable energy sources and to acquire
renewable energy assets from NTPC and/ or from market.
Your Company was incorporated with initial Authorized share
capital of '' 10 lakh which was subsequently raised to '' 10,000
Crore. The initial Paid-up capital of the Company was '' 5 Lakh.
The Paid- up capital of the Company as on 31st March 2024
was '' 5719.61 Crore. The paid up capital as on 30.09.2024 is
'' 7500 Crore.
1.1 STANDALONE FINANCIAL REVIEW:
The major financial highlights of your Company during 2023¬
24 are as follows: -
'' Crore
|
Particulars |
For the year ended |
|
Revenue |
|
|
Revenue from Operations |
1951.13 |
|
Other income |
77.56 |
|
Total income(A) |
2028.69 |
|
Expenses |
|
|
Employee benefits expense |
37.02 |
|
Finance costs |
679.05 |
|
Depreciation and amortization expenses 633.09 |
|
|
Other expenses |
166.22 |
|
Total expenses(B) |
1515.38 |
|
Profit/(Loss) before tax(C)=(A)-(B) |
513.31 |
|
Tax Expenses(D) |
142.84 |
|
Profit for the year (E)=(C)-(D) |
370.47 |
|
Other comprehensive income (F) |
0 |
|
Total comprehensive income for |
370.47 |
During the year ended on 31st March 2024, your company
has recorded a profit of '' 370.47 Crore and total revenue
from operations of '' 1951.13 Crore.
1.2 CONSOLIDATED FINANCIAL RESULTS
In accordance with the provisions of the Companies Act 2013,
and the Accounting Standards issued by the Institute of
Chartered Accountants of India, the Company has prepared
the Consolidated Financial Statement for the group, including
subsidiaries, joint venture entities, and associate companies,
which forms part of the integrated report.
|
/ |
Subsidiary Companies |
|
|
|
NTPC Ltd |
¦ / |
||
|
\ |
huas |
||
The salient features of the consolidated financial statement
for the financial year 2023-24 was as under:
Rs. Crore
|
Particulars |
For the year ended |
|
Revenue |
|
|
Revenue from Operations |
1962.60 |
|
Other income |
75.06 |
|
Total income(A) |
2037.66 |
|
Expenses |
|
|
Employee benefits expense |
37.02 |
|
Finance costs |
690.57 |
|
Depreciation and amortization |
642.75 |
|
Other expenses |
181.61 |
|
Total expenses(B) |
1551.95 |
|
Profit before tax and share of profits/ |
485.71 |
|
Add: Share of profits/(Loss) of joint |
0.00 |
|
Profit Before Tax (PBT) (E)=(C) (D) |
485.71 |
|
Tax expense(F) |
142.85 |
|
Profit/(Loss) for the period(G)=(E)-(F) |
342.86 |
A statement containing the salient feature of the financial
statement of your Company''s Subsidiaries, Associate and Joint
Ventures Companies as per first proviso of section 129(3) of
the Companies Act, 2013 is included under AOC-1 in the
consolidated financial statements. The detailed financial
results are available in the Financial Statement section of the
report under the Standalone Financial Statement and
Consolidated Financial Statement.
2. BUSINESS REVIEW:
Your Company has acquired 15 Renewable Energy (RE) assets
and 100% shares of NTPC Renewable Energy Limited (NTPC
REL) from NTPC Ltd. vide Business Transfer Agreement (BTA)
and Share Purchase Agreement (SPA), both dated 08th July
2022. On Closing Date i.e. 28th February 2023, consideration
for the said acquisition was fixed at '' 12,010.55 crore.
Details of RE projects under commercial operation as on 31
March 2024 are as under:
|
Sr. No. |
Projects |
Type |
Capacity (MW) |
COD Date |
Commercial Capacity(MW) |
|
1 |
Rajgarh |
Solar |
50 |
30-Apr-14 |
50 |
|
2 |
Anantpur |
Solar |
250 |
10-Aug-16 |
250 |
|
3 |
Bhadla |
Solar |
260 |
25-Mar-17 |
260 |
|
4 |
Mandsaur |
Solar |
250 |
01-Sep-17 |
250 |
|
5 |
Bilhaur-1 |
Solar |
140 |
18-Jan-21 |
140 |
|
6 |
Bilhaur-2 |
Solar |
85 |
08-Apr-21 |
85 |
|
7 |
Jetsar |
Solar |
160 |
25-Mar-22 |
160 |
|
8 |
Devikot-1 |
Solar |
150 |
13-Dec-22 |
150 |
|
9 |
Devikot-2 |
Solar |
90 |
13-Dec-22 |
90 |
|
10 |
Shimbhoo |
Solar |
250 |
06-Aug-22 |
250 |
|
11 |
Fatehgarh |
Solar |
296 |
05-Aug-22 |
296 |
|
12 |
Nokhra |
Solar |
300 |
03-Jun-23 |
300 |
|
13 |
Shimbhoo |
Solar |
300 |
29-Sep-22 |
150 |
|
14 |
Ettayapuram |
Solar |
230 |
15-Dec-22 |
230 |
|
15 |
Ayod hya |
Solar |
40 |
27-Jan-24 |
14 |
|
16 |
Rojmal |
Wind |
50 |
10-Nov-17 |
50 |
|
2901 |
2725 |
In addition to above, NTPC REL, a wholly owned subsidiary
of NTPC Green Energy, has commissioned its first wind and
solar project at Dayapar 50 MW and Chhattargarh 150 MW
respectively in FY24. Accordingly, on consolidated basis, total
installed capacity as 31st March 2024 was 2925 MW.
The details of operating capacity and projects already
awarded to the Group as on 31st March 2024 are as under:
|
Particulars |
Company Operating and Contracted |
|
|
& Awarded Capacity (MW) |
||
|
As at |
As at |
|
|
March 31, 2024 |
March 31, 2023 |
|
|
Operating |
||
|
Solar (MWs) |
2,825 |
2,561 |
|
Wind (MWs) |
100 |
50 |
|
Total (MWs) |
2,925 |
2,611 |
|
Contracted & Awarded |
||
|
Solar (MWs) |
9,571 |
5,750 |
|
Wind (MWs) |
2,000 |
500 |
|
Total (MWs) |
11,571 |
6,250 |
We were established to be the renewable energy arm for
the NTPC Group and to help achieve its medium-term target
of achieving 60 GW of renewable capacity by 2032. Your
Company has taken various initiatives such as setting up of
solar & wind power projects, Ultra-Mega Renewable Energy
Power Parks (UMREPP), Green hydrogen and tie-up for
Electrolysers etc.
The Company has signed joint venture agreements with
ONGC Green Energy Limited, Maharashtra State Power
Generation Company (MAHAGENCO), and Uttar Pradesh
Rajya Vidyut Utpadan Nigam Limited (UPRVUNL), MAHAPREIT
and RVUNL and has also signed MOUs or term sheets with
other public sector undertakings (PSUs) and private
corporations, including Greenko ZeroC Private Limited.
Your Company has signed a lease deed on 19 February 2024
for 1,200 acres of land for a period of 33 years with Andhra
Pradesh Industrial Infrastructure Corporation Limited
("APIIC") for the development of the Green Hydrogen Hub in
Andhra Pradesh.
Your company has been awarded the ''Green Ribbon
Champions'' title by Network 18 media house for its
commitment to sustainability.
3. OPERATIONAL PERFORMANCE:
As of 31st March 2024, your Company had 2,925 MW Capacity
on consolidated basis operating across six states. Your
company, along with the NTPC Group, believes it has strong
in-house experience in renewable energy project execution
and procurement.
During FY 2023-24, your company has generated 5712 MU.
The average CUF was 23.86%.
The Company''s projects generate renewable power and feed
that power into the grid, supplying a utility or offtaker with
energy. For the Company''s operational projects, we have
entered into long-term Power Purchase Agreements ("PPAs")
or Letters of Award ("LoAs") with an offtaker that is either a
Central government agency like the Solar Energy Corporation
of India ("SECI") or a State government agency or public utility.
4. ISSUE OF SECURITIES/CHANGES IN SHARE CAPITAL
During the financial year 2023-24, the Company has alloted
100 crore Equity Shares @ '' 10 each amounting to '' 1000
Crore to its promoter on right basis. The amount has been
utilized towards reimbursement of expenditure incurred on
land at Pudimadaka by NTPC. In addition to above, allotment
of 178,03,88,965 equity shares of '' 10 (Rupees Ten only) each
of aggregate nominal value of '' 1780,38,89,650 for cash on
rights basis was done to NTPC Limited on 7th September 2024.
The paid-up share capital of the Company as on date is
'' 7500 Crore.
Raising of funds through IPO:
The shareholders of your Company in its extra ordinary
general meeting held on 10th September 2024 had accorded
approval for issuing shares of upto '' 10000 Crore through
Initial Public Offer. Your Company filed Draft Red Herring
Prospectus with the SEBI and Stock Exchanges on 18th
September 2024.
5. DIVIDEND:
The Company''s subsidiaries/ JVs namely NTPC REL, GVREL
and INGEL''s CAPEX plans require large equity infusion in
coming years which will be more than the internal accruals
of the Company. Keeping in view the same, no dividend is
proposed by your Board of Directors for financial year 2023¬
24. The Dividend Distribution Policy was approved by the
Board of Directors on 9th September 2024 and is available
on the Company''s website at https://ngel.in/page/policies.
6. DEPOSITS:
The Company has not accepted any deposits from public and
as such, no amount on account of principal or interest on
deposits from public was outstanding as on the date of the
Balance Sheet.
7. VIGILANCE MECHANISM:
A Whistle Blowing policy has been approved by the Board of
Director on 9th September 2024 and is available on the
Company''s website at https://ngel.in/page/policies.
The Company''s whistle blowing policy provides an adequate
safeguard against victimization of Director(s) or employee(s)
or any other person who avail the mechanism and also
provide for direct access to the Chairman of the audit
committee in appropriate or exceptional cases.
8. HUMAN RESOURCE:
As on 31st March 2024, total number of employees on
consolidated basis were 206. All employees are posted on
secondment basis from NTPC Limited.
9. JOINT VENTURE/SUBSIDIARIES:
The information of Subsidiaries and JV Companies along with
details of partners of joint ventures as on 31st March 2024 is
given below:
|
Name of |
Status |
Details |
|
NTPC Renewable |
Wholly Owned Subsidiary |
NTPC Renewable Energy Ltd. (NTPC |
|
As on 31st March 2024, NTPC REL had |
||
|
IndianOil |
Joint Venture |
INGEL is a 50:50 Joint Venture Company |
|
Green Valley Renewable Energy Limited |
Subsidiary |
GVREL is a 51:49 subsidiary of NGEL in |
|
The Company was initially incorporated |
Your Company has also signed joint venture agreements to
produce renewable power with Oil and Natural Gas
Corporation (ONGC), Maharashtra State Power Generation
Company (MAHAGENCO), Uttar Pradesh Rajya Vidyut
Utpadan Nigam Limited (UPRVUNL) and have signed MOUs
or term sheets with other PSUs/private corporates including
Greenko ZeroC Private Limited.
Material Subsidiaries
As your company is gearing up to listing its shares, it has
framed its policy for identification of material subsidiary
pursuant to provisions of SEBI (Listing Obligations &
Disclosures Requirements) Regulations, 2015. The policy is
available on HYPERLINK "https://www.ngel.in/page/
policies". As per the policy, NTPC Renewable Energy Limited
will be its material subsidiaries.
10. INFORMATION PURSUANT TO STATUTORY AND
OTHER REQUIREMENTS
10.1 Statutory Auditors & Auditors'' Report
As per the provisions of Section 139 of the Companies Act
2013, the Statutory Auditors of your Company are appointed
by the Comptroller & Auditor General of India (C&AG). M/s P
R Mehra & Co., New Delhi was appointed as Statutory
Auditors for the financial year 2023-24. The financial
statements of the Company for the Financial Year 2023-24
were audited by the statutory auditors and there is no adverse
remarks or comments in their report.
10.2 Review of Accounts by the Comptroller & Auditor
General of India
The Comptroller & Auditor General of India, through letter
dated 23rd July 2024, has given Comment on the Standalone
and Consolidated Financial Statements of your Company for
the year ended 31st March 2024 after conducting
supplementary audit under Section 143 (6) (a) read with
Section 129 (4) of the Companies Act, 2013.
Comment of C&AG along with Management reply for both
the standalone and consolidated financial statements of your
Company for the year ended 31st March 2024 are being
enclosed as Annexure-VI.
10.3 Cost Audit
As per the provisions of Section 148 of the Companies Act,
2013_read with Companies (Cost Records and Audit) Rules,
2014, the Audit Committee recommended and the Board of
Directors appointed M/s. R. J. Goel & Co., Cost Accountants,
Delhi as Cost Auditors for the financial year 2023-24.
10.4 Secretarial Auditors & Secretarial Audit Report
As per the provisions of the Section 204 of the Companies
Act, 2013 and Rules made there under, a company, whose
paid-up share capital or loan or turnover is above the
prescribed limit, existing on the last date of latest audited
financial statement, such company needs to appoint a
secretarial auditor. Since your company is falling in such
category of companies in the financial year under review, your
company has appointed M/s A.K.Rastogi & Associate as their
Secretarial Auditors. The Report given by the Secretarial
Auditors is annexed as Annexure IV. There is no adverse
comment or observation in the secretarial audit report.
10.5 Secretarial Standards
Your Company follows the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and
approved by the Central Government under Section 118(10)
of the Companies Act, 2013.
10.6 Particulars of Contracts or Arrangements with Related
Parties
During the financial year, your company has entered into
Related Party Transactions with the holding Company i.e.
NTPC Limited. Transactions were done with the approval of
the Board. It is also pertinent to mention that first and second
proviso of Section 188 are not applicable in case of transaction
between two Government companies. Form AoC-2 containing
details of other related party transactions are enclosed with
Directors Report as Annexure-III.
Further, policy on Materiality of Related Party Transactions
and also, dealing with Related Party Transactions of the
Company has been approved by the Board of Directors on 9th
September 2024 and is uploaded on the Company''s website
at https://www.ngel.in/page/policies.
10.7 Material Changes and Commitments
There is no material change/ commitment affecting the
financial position of the Company which have occurred
between the end of financial year of the Company to which
financial statement relates and signing of this report.
10.8 Internal Control
Your Company has an adequate internal control system
commensurate with the size of the Company and nature of
business.
10.9 Particulars of Loans Guarantees or Investments under
Section 186
There is no loan / advance made by your company during FY
2023-24 covered under section 186 of the Companies Act.
As on 31st March 2024, your Company has invested
'' 1,444.46 Crore Crore in NTPC REL, a wholly owned
subsidiary. Details related to investment are given in the notes
to the Financial Statements. Further, as on 31st March 2024,
your company had invested '' 5 lakh in Indianoil NTPC Green
Energy Limited
10.10 Conservation of Energy, Technology Absorption and
Foreign Exchange Earning & Outgo
Conservation of Energy:
Your Company is engaged in the business of generation of
energy using renewable sources and thereby using eco¬
friendly source of generation of energy.
Energy conservation measures taken:
Some of the key energy conservation measures implemented
during the financial year 2023-24 in various areas are as
under:
1. Incorporating Robotic Cleaning Storage Technologies
to reduce auxiliary power consumption at various
stations.
2. Using artificial intelligence ("AI") enabled tools for
forecasting and scheduling, utilizing drones.
3. Implement new technologies i.e. new turbines, solar
modules, which are capable of higher generation
levels.
Technology absorption:
Your Company has an experienced in-house engineering team
which constantly evaluates the latest technological
advancements for all our projects, and which provides
maximum performance for the invested capital. Your
Company is also taking business development activities by
exploring various new emerging energy technologies. Your
company has been relentlessly engaging with external and
internal stakeholders for latest technology scanning and
adoption of the latest industry standards and practices in the
dynamic renewable energy spectrum for accelerating the
business growth of your company.
Foreign exchange earnings and Outgo:
There is no foreign exchange earnings and outgo during the
financial year 2023-24.
10.11 Dematerialization of Shares
Your Company has entered its shares into Dematerialized
mode. In this regard, M/s KFIN Technologies Limited (KFIN) is
appointed as Registrar & Share Transfer Agent (RTA) for
transfer. Your Company has entered into tripartite agreement
with National Depository Services Limited (NSDL) and Central
Depository Services (India) Limited for providing facility of
dematerialization of shares of the Company. All the shares of
your company is in dematerialized form.
11. CORPORATE GOVERNANCE REPORT & MANAGEMENT
DISCUSSION & ANALYSIS REPORT
In compliance with the provisions of DPE Guidelines on
Corporate Governance, Corporate Governance Report and
Management Discussion & Analysis Report for the FY 2023¬
24 are enclosed at Annex- I and II respectively.
12. RISK MANAGEMENT
Your Company is not mandatorily required to frame risk
management policy during the Financial Year 2023-24.
However, being a wholly owned subsidiary of NTPC Limited,
your Company is covered under the Risk Management Policy
of NTPC Limited and all risk factors affecting the Company
are being reviewed by the Risk Management Committee of
NTPC Limited.
Further, in compliance with Regulation 17 and 21 of the SEBI
Listing Regulations, the Board of Directors has formulated a
Risk Management Policy on 9th September 2024 for framing,
implementing and monitoring the risk management plan for
the Company. The purpose of framework of Risk identification
is to identify the events that can have an adverse impact on
the achievement of the business objectives. All Risks
identified are documented and shall include internal and
external risks including financial, operational, sectoral,
sustainability (particularly ESG related risks), information,
cybersecurity risks or any other risks as may be determined.
Risk documentation shall include risk description, category,
classification, mitigation plan, responsible function /
department. The head of the respective departments within
the Company shall be responsible for implementation of the
risk management system as may be applicable to their areas
of functioning and report to the Risk Management
Committee.
13. PARTICULARS OF EMPLOYEES AND REMUNERATION
As per provisions of Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
company is required to disclose the ratio of the remuneration
of each director to the median employee''s remuneration and
details of employees receiving remuneration exceeding limits
as prescribed from time to time in the Directors'' Report.
However, as per notification dated 5th June, 2015 issued by
the Ministry of Corporate Affairs, Government Companies
are exempted from complying with provisions of Section 197
of the Companies Act, 2013. Therefore, such particulars have
not been included and do not form part of this Directors''
Report.
14. BOARD OF DIRECTOR''S & KEY MANAGERIAL
PERSONNEL
The Board of Directors of your Company as on 31st March
2024, comprised of:-
(i) Shri K. Shanmugha Sundaram, Chairman
(ii) Shri Jaikumar Srinivasan, Director
(iii) Shri Ajay Dua, Director
(iv) Ms. Sangeeta Kaushik, Director
The constitution of the Board has undergone change w.e.f.
09.09.2024 as under:
1. Shri Gurdeep Singh, Chairman & Managing Director
2. Shri Jaikumar Srinivasan, Director (Finance)
3. Shri K. Shanmugha Sundaram, Director (Projects)
4. Shri Ajay Dua, Non-Executive Director
5. Ms. Sangeeta Kaushik, Non-Executive Director
6. Ms. Ritu Arora, Non-Executive Director
Details of Key Managerial Personnel are as under:
1. Shri Rajiv Gupta, Chief Executive Officer
2. Shri Neeraj Sharma, Chief Financial Officer
3. Shri Manish Kumar, Company Secretary
Details of changes in Board members and key managerial
personnel are given in Corporate Governance Report at
Annexure- I.
Board Diversity: The Company recognizes and embraces the
importance of a diverse board in its success. The Board has
adopted the Board Diversity Policy which sets out the
approach to the diversity of the Board of Directors.
15. PERFORMANCE EVALUATION OF THE DIRECTORS AND
THE BOARD:
Ministry of Corporate Affairs (MCA) through General Circular
dated 5th June 2015 has exempted Government Companies
from the provisions of Section 178 (2) of the Companies Act
2013 which requires performance evaluation of Board of
Directors by the Nomination and Remuneration Committee.
16. BOARD MEETINGS:
The meetings of the Board of Directors are convened by giving
appropriate advance notices. To address any urgent needs,
sometimes Board meetings are also called at a shorter notice
subject to observance of statutory provisions. In case of
urgency, resolutions are also passed through circulation, if
permitted under the statute.
Detailed agenda notes, management reports and other
explanatory statements are circulated before the Board
Meeting in a defined format amongst the Board Members
for facilitating meaningful, informed and focused discussions
in the meeting. Video-conferencing facilities for participation
in Board/Committee meetings are also being provided to the
Directors.
Twelve (12) meetings of the Board of Directors were held
during the year under review and gap between two meetings
did not exceed one hundred and twenty days. The said
meetings were held on 12th May, 2023, 25th July, 2023, 14th
August, 2023, 26th August, 2023, 01st September, 2023, 26th
September, 2023, 25th October, 2023, 08th December, 2023,
20th December, 2023, 23rd January, 2024, 28th February, 2024,
20th March, 2024.
Details of Board meetings and attendance of directors are
given in the Corporate Governance Report.
17. COMMITTEES OF THE BOARD
As per the provisions of Rule 4 of the Companies
(Appointment and Qualification of Directors) Rules, 2014,
unlisted wholly owned subsidiaries are exempted from
creation of Audit Committee & Nomination & Remuneration
Committee. However, for better Governance, the Board of
Directors of your Company in its meeting held on 9th
September 2024 had constituted various Committees details
of which are as under:
AUDIT COMMITTEE
|
Name of the Director |
Position in Committee |
|
Shri Ajay Dua |
Chairman (Non-Executive Director) |
|
Ms. Sangeeta Kaushik |
Member (Non-Executive Director) |
|
Ms. Ritu Arora |
Member (Non-Executive Director) |
NOMINATION AND REMUNERATION COMMITTEE
|
Name of the Director |
Position in Committee |
|
Shri Ajay Dua |
Chairman (Non-Executive Director) |
|
Ms. Sangeeta Kaushik |
Member (Non-Executive Director) |
|
Ms. Ritu Arora |
Member (Non-Executive Director) |
STAKEHOLDER''S RELATIONSHIP COMMITTEE
|
1 Name of the Director |
Position in Committee |
|
Ms. Sangeeta Kaushik |
Chairperson (Non-Executive Director) |
|
Shri Ajay Dua |
Member (Non-Executive Director) |
|
Ms. Ritu Arora |
Member (Non-Executive Director) |
RISK MANAGEMENT COMMITTEE
|
1 Name of the Director |
Position in Committee |
|
Shri K. S. Sundaram |
Chairman (Executive Director) |
|
Ms. Sangeeta Kaushik |
Member (Non-Executive Director) |
|
Shri Rajiv Gupta |
Member (Chief Executive Officer) |
The details of terms of reference and attendance of Directors
at various Committee meetings are discussed in Corporate
Governance Report.
18. CORPORATE SOCIAL RESPONSIBILITY
During the year under review, the constitution of CSR
Committee is in line with the previous year. Your company
has constituted a CSR Committee for fulfillment of its CSR
initiatives. The members of the as on 31st March 2024 were
as under:
|
Name of the Director |
Position in Committee |
|
Shri Ajay Dua |
Member (Non-Executive Director) |
|
Ms. Sangeeta Kaushik |
Member (Non-Executive Director) |
The Committee was reconstituted by the Board of Directors
on 9th September 2024. The present constitution of CSR
Committee is as under:
|
Name of the Director |
Position in Committee |
|
Shri Jaikumar Srinivasan |
Chairman (Executive Director) |
|
Shri Ajay Dua |
Member (Non-Executive Director) |
|
Ms. Sangeeta Kaushik |
Member (Non-Executive Director) |
The scope of CSR Committee is as per the provisions of Section
135 of the Companies Act, 2013.
As per preceding financial year''s (2022-23) financial
statements, your company was required to incur CSR
expenditure amounting to '' 1.13 crore (2% of average net
profit as per Section 135 of Companies Act, 2013). In line
with the provisions of Section 135 of the Companies Act, 2013
entire amount was deposited in PM Cares fund as per
recommendation of the CSR Committee. Annual Report on
CSR for the FY 2023-24 is enclosed as Annexure-V.
19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS, COURTS AND TRIBUNALS
No significant and material order has been passed by the
regulators, courts, tribunals impacting the going concern
status and Company''s operations in future.
20. PROCUREMENT FROM MSEs
During the financial year, no payment has been delayed
beyond 45 days to any Micro and Small Enterprises (MSEs)
(including MSEs owned by SC/ST entrepreneurs).
21. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
All the employees of the Company are on secondment basis
from holding company viz. NTPC. In line with the requirement
of Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013, all the
employees are regulated under the NTPC''s Policy on
Prevention, Prohibition and Redressal of Sexual Harassment
of Women at Workplace. No case under Sexual Harassment
of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013 had been reported during FY 2023-24.
22. Extract of Annual Return
Annual Return pursuant to Section 92 (3) of the Companies
Act, 2013, read with Section 134(3)(a) and rule 12(1) of the
Company (Management & Administration) Rules, 2014 for
the Financial Year ended 31st March 2024 is available on the
Company''s website i.e. https://ngel.in/page/annual-returns.
23. DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) & 134(5) of the
Companies Act, 2013, your Directors state that:
i. In the preparation of the annual accounts for the year
ended March 31, 2024, the applicable accounting
standards had been followed along with proper
explanation relating to material departures;
ii. The Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
company at the end of the financial year 2023-24 and
of the profit of the company for that period;
iii. The Directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act
2013 for safeguarding the assets of the company and
for preventing and detecting fraud and other
irregularities.
iv. The Directors had prepared the Annual Accounts on a
going concern basis; and
v. The Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.
24. ACKNOWLEDGMENT
On behalf of the Directors of the Company, I would like to
place on record our deep appreciation for the support and
co-operation extended by NTPC Limited, Ministry of Power,
Ministry of New & Renewable Energy (MNRE), Comptroller
& Auditor General of India, Statutory Auditors and the
Bankers of the Company.
For and on behalf of the Board of Directors
Sd/-
Gurdeep Singh
Chairman & Managing Director
(DIN: 00307037)
Place: New Delhi
Date: 23.09.2024
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NTPC Green Energy Ltd. Corporate Announcements
- Book Closure
- Board Meetings
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FY26 Market Review: Inside Nifty-Sensex's Sharpest Yearly Crash Since COVID; What's Next For Investors? -
Intraday Stocks To Buy Today, March 27: Top Picks By Anand James of Geojit Investments On Friday -
Indian equities open higher as Nifty tops 23,100 and Sensex climbs over 700 points -
Intraday Stocks To Buy Today, March 25: Top Picks By Anand James of Geojit Investments On Wednesday
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Stock Market Today: Nifty Closes Near 23,000, Sensex Up 1.8%: IndiGo, L&T, Eternal, Asian Paints Top Gainers -
Steel Stock Gains 5.14% On Getting NCLT Nod For Key Merger; Do You Own? -
Stock Market Opens Strong: Nifty Up 1.5%, Sensex Rallies 1,516 Pts; Rupee Recovers as Trump Delays Iran Strike -
D-Street Mayhem: Rs 15 Lakh Cr Wiped Out As Nifty-Sensex Close 2.5% Lower, Rupee In Free-Fall Amid Iran-US War -
Indian equities outlook today as Bank Nifty remains weak and Nifty tests support -
Stock Market Crash: Sensex, Nifty Hit 1-Year Low; How US-Israel-Iran War Wiped Out Rs 4,753,333 Crore -
Intraday Stocks To Buy Today, March 23: Top Picks By Anand James of Geojit Investments On Monday
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Nifty, Sensex Down 8% Amid Iran-US War, Crude Oil At Sky High: How Past Geopolitical Crises Have Shaped Market -
Stock Market Weekly Wrap: Sensex, Nifty End In Green Amid Iran-US War, Crude Surge, Rupee Slide -
Nifty Falls as Global Cues Persist and Gulf Tensions Weigh on Indian Markets -
Intraday Stocks To Buy Today, March 20: Top Picks By Anand James of Geojit Investments On Friday
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Nifty, Sensex Stage Sharp Rebound After Biggest Crash; IT Stocks in Green | Why Is Stock Market Rising Today?
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