10 Apr 2018 07:59
IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE U.S.
IMPORTANT: You must read the following before continuing. The following applies to the admission particulars dated 6 April 2018 (the Admission Particulars and, together with the offering circular dated 14 January 2018, the Final Admission Particulars) following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Final Admission Particulars. In accessing the Final Admission Particulars, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S., EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE FOLLOWING FINAL ADMISSION PARTICULARS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. ANY INVESTMENT DECISION SHOULD BE MADE ON THE BASIS OF THE TERMS AND CONDITIONS OF THE SECURITIES AND THE INFORMATION CONTAINED IN THE FINAL ADMISSION PARTICULARS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.
Confirmation of your Representation: This Final Admission Particulars is being sent at your request and by accepting the e-mail and accessing this Final Admission Particulars, you shall be deemed to have represented to us that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the U.S. and that you consent to delivery of such Final Admission Particulars by electronic transmission.
You are reminded that this Final Admission Particulars has been delivered to you on the basis that you are a person into whose possession this Final Admission Particulars may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Final Admission Particulars to any other person.
The materials relating to any offering of securities described in the Final Admission Particulars do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction.
This Final Admission Particulars has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither Axis Bank Limited, Singapore Branch, Barclays Bank PLC MUFG Securities EMEA plc and Standard Chartered Bank nor any person who controls each of them nor any director, officer, employee nor agent of each of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Final Admission Particulars distributed to you in electronic format and the hard copy version available to you on request from Axis Bank Limited, Singapore Branch, Barclays Bank PLC MUFG Securities EMEA plc and Standard Chartered Bank .
You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.
To the fullest extent permitted by law, neither Axis Bank Limited, Singapore Branch, Barclays Bank PLC MUFG Securities EMEA plc and Standard Chartered Bank nor any person who controls each of them nor any director, officer, employee nor agent of each of them or affiliate of any such person accept any responsibility for the contents of this Final Admission Particulars or for any other statement, made or purported to be made by Axis Bank Limited, Singapore Branch, Barclays Bank PLC MUFG Securities EMEA plc and Standard Chartered Bank or by any person who controls each of them, or by any director, officer, employee or agent of each of them or affiliate of any such person in connection with the Issuer, or the Offering (as defined herein). Axis Bank Limited, Singapore Branch, Barclays Bank PLC MUFG Securities EMEA plc and Standard Chartered Bank accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it might otherwise have in respect of this Final Admission Particulars or any such statement.
The Final Admission Particulars has not been and will not be registered, produced or made available to all as an offer document (whether a prospectus in respect of a public offer or an information memorandum or private placement offer letter or other offering material in respect of any private placement under the Companies Act, 2013 or any other applicable Indian laws) with the Registrar of Companies of India (RoC) or the SEBI or any other statutory or regulatory body of like nature in India,
ADMISSION PARTICULARS
(incorporated with limited liability in the Republic of India)
Issue of
U.S.$400,000,000 4.50 per cent. Notes due 2028
issued pursuant to the
U.S.$6,000,000,000
Medium Term Note Programme
The U.S.$400,000,000 4.50 per cent. Notes due 2028 (the Notes) will be issued by NTPC Limited (the Issuer or NTPC), pursuant to its U.S.$6,000,000,000 Medium Term Note Programme (the Programme). The Notes will bear interest at the rate of 4.50 per cent. per annum from and including 19 March 2018 to but excluding 19 March 2028 and interest will be payable semi-annually on 19 March and 19 September of each year, commencing on 19 September 2018 (the Offering). The Notes will mature on 19 March 2028. Prior to maturity, the Notes will be redeemable by the Issuer, in whole but not in part, in the event of certain changes in Indian tax law. See "Terms and Conditions of the Notes".
The Notes will constitute the direct, unconditional, unsubordinated and (subject to Condition 4) unsecured obligations of the Issuer and will rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to time outstanding.
Application has been made to the London Stock Exchange for the Notes to be admitted to the London Stock Exchange's International Securities Market (ISM). The ISM is not a regulated market for the purposes of Directive 2004/39/EC.
The ISM is a market designated for professional investors. Notes admitted to trading on the ISM are not admitted to the Official List of the UKLA. The London Stock Exchange has not approved or verified the contents of the Final Admission Particulars (as defined herein).
Approval-in-principle has been granted for the listing and quotation of Notes that may be issued pursuant to the Programme and which are agreed at or prior to the time of issue thereof to be so listed on the Singapore Exchange Securities Trading Limited (the SGX-ST). Such permission will be granted when such Notes have been admitted to the Official List of the SGX-ST (the SGX Official List). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission to the SGX Official List of the SGX-ST and quotation of the Notes on the SGX-ST are not to be taken as an indication of the merits of the Issuer or the Notes. For so long as any Notes are listed on the SGX-ST and the rules of the SGX-ST so require, such Notes will be traded on the SGX-ST in a minimum board lot size of S$200,000 or its equivalent in other currencies.
Application has been made to the India International Exchange IFSC Limited (the India INX) for the Notes to be admitted to trading on the India INX. The India INX has not approved or verified the contents of the listing particulars.
Investing in the Notes involves risks. See "Investment Considerations" in the Original Offering Circular (as defined herein) for a discussion of certain factors to be considered in connection with an investment in the Notes.
The Notes are rated "BBB-" by Fitch Ratings Limited, "Baa2" BY Moody's Investors Service Singapore Pte. Ltd. and "BBB-" by S&P Global Ratings. Such ratings of the Notes do not constitute a recommendation to buy, sell or hold the Notes and may be subject to revision or withdrawal at any time by either such rating organisation. Each such rating should be evaluated independently of any other rating of the Notes, of the Issuer's other securities or of the Issuer.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) and may not be offered or sold in the United States unless the Notes are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. The Notes will not be transferable except in accordance with the restrictions described under "Transfer Restrictions" in the Original Offering Circular.
The Notes offered outside the United States in reliance on Regulation S (the Regulation S Notes) will be evidenced by a Regulation S Global Note (as defined in the Original Offering Circular) deposited with a common depositary for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg), and registered in the name of a nominee of such common depositary.
It is expected that delivery of the Regulation S Global Note will be made on 19 March 2018 or such later date as may be agreed (the Closing Date) by the Issuer and the Joint Lead Managers.
For the purposes of the Notes only, this offering circular (the Admission Particulars) is supplemental to, and should be read in conjunction with, the offering circular dated 14 Janaury 2018 (the Original Offering Circular) (the Original Offering Circular together with this Admissions Particulars, the Final Admission Particulars).
Words and expressions defined in the Final Admission Particulars shall have the same meanings where used in this Admission Particulars unless the context otherwise requires or unless otherwise stated herein.
| Joint Lead Managers |
| |
Axis Bank, Singapore Branch | Barclays | MUFG | Standard Chartered Bank |
The date of this Admission Particulars is 9 April 2018.
TABLE OF CONTENTS
PAGE
ABOUT THIS DOCUMENT....................................................................................................... S-1
USE OF PROCEEDS................................................................................................................... S-2
PRICING SUPPLEMENT........................................................................................................... S-3
REVIEWED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31 DECEMBER 2017 S-9
ABOUT THIS DOCUMENT
In the event of any conflict between the description of the Notes in this Admission Particulars and the description of the Notes in the Original Offering Circular, the description of the Notes in this Admission Particulars shall prevail.
The Issuer accepts responsibility for the information contained in the Final Admission Particulars. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in the Final Admission Particulars is in accordance with the facts and does not omit anything likely to affect the import of such information.
There has been no significant change in the financial or trading position of NTPC since the date of the last published reviewed financial information for the nine-month period ended 31 December 2017.
USE OF PROCEEDS
The net proceeds from each issue of Notes will be applied by the Issuer to finance capital expenditure of ongoing and/or new power power projects, coal mining projects, and renovation and modernisation of power stations of the Issuer in accordance with the ECB Guidelines. The use of proceeds will be for projects only
in India.
PRICING SUPPLEMENT
12 March 2018
NTPC Limited
Issue of U.S.$400,000,000 4.50 per cent. Notes due 2028
under the U.S.$6,000,000,000
Medium Term Note Programme
This document constitutes the Pricing Supplement relating to the issue of Notes described herein.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 14 January 2018 (the Offering Circular). This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering Circular.
MIFID II product governance/Professional investors and ECPs only target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
1. Issuer: | NTPC Limited |
2. (a) Series Number: | 09 |
(b) Tranche Number: | 01 |
(c) Date on which the Notes will be consolidated and form a single Series: | Not Applicable |
3. Specified Currency or Currencies: | U.S. dollars (U.S.$) |
4. Aggregate Nominal Amount: | |
(a) Series: | U.S.$400,000,000 |
(b) Tranche: | U.S.$400,000,000 |
5. (a) Issue Price: | 99.324 per cent. of the Aggregate Nominal Amount |
(b) Proceeds: | U.S.$397,296,000 |
6. (a) Specified Denominations: | U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof |
(b) Calculation Amount: | U.S.$1,000 |
7. (a) Issue Date: | 19 March 2018 |
(b) Interest Commencement Date: | Issue Date |
8. Maturity Date: | 19 March 2028 |
9. Interest Basis: | 4.50 per cent. Fixed Rate |
| (further particulars specified below) |
10. Redemption/Payment Basis: | Redemption at par |
11. Change of Interest Basis or Redemption/Payment Basis: | Not Applicable
|
12. (a) Date of board approval for issuance of Notes obtained: | 19 April 2017
|
(b) Date of regulatory approval/consent for issuance of Notes obtained: | Not Applicable
|
13. Listing: | Singapore Exchange Securities Trading Limited, India International Exchange IFSC Limited and London Stock Exchange's International Securities Market |
14. Method of distribution: | Syndicated |
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |
15. Fixed Rate Note Provisions: | Applicable |
(a) Rate(s) of Interest: | 4.50 per cent. per annum payable semi-annually in arrear on each Interest Payment Date |
(b) Interest Payment Date(s): | 19 March and 19 September in each year from and including 19 September 2018 up to and including the Maturity Date. |
(c) Fixed Coupon Amount(s): | U.S.$22.50 per Calculation Amount |
(d) Broken Amount(s): | Not Applicable |
(e) Day Count Fraction: | 30/360 |
(f) Other terms relating to the method of calculating interest for Fixed Rate Notes: | None |
16. Floating Rate Note Provisions | Not Applicable |
17. Zero Coupon Note Provisions | Not Applicable |
18. Index Linked Interest Note Provisions | Not Applicable |
19. Dual Currency Interest Note Provisions | Not Applicable |
PROVISIONS RELATING TO REDEMPTION | |
20. Notice periods for Condition 8.2 (Redemption and Purchase - Redemption for tax reason): | Minimum period: 30 daysMaximum period: 60 days |
21. Issuer Call: | Not Applicable |
22. Investor Put: | Not Applicable |
23. Final Redemption Amount: | U.S.$1,000 per Calculation Amount |
24. Early Redemption Amount payable on redemption for taxation reasons or on event of default: | U.S.$1,000 per Calculation Amount
|
GENERAL PROVISIONS APPLICABLE TO THE NOTES | |
25. Form of Notes: | Registered Notes: |
| Registered Global Note (U.S.$400,000,000 nominal amount) registered in the name of a nominee for a common depositary for Euroclear and Clearstream |
26. Additional Financial Centre(s): | Not Applicable |
27. Talons for future Coupons to be attached to Definitive Notes in bearer form (and dates on which such Talons mature): | No |
28. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: | Not Applicable |
29. Details relating to Instalment Notes: | Not Applicable |
30. Redenomination applicable: | Redenomination not applicable |
31. Permitted Security Interest Date: | 12 March 2018 |
32. Other terms or special conditions: | Use of proceeds: The net proceeds from each issue of Notes will be applied by the Issuer to finance capital expenditure of ongoing and/or new power projects, coal mining projects, and renovation and modernisation of power stations of the Issuer in accordance with the ECB Guidelines. The use of proceeds will be for projects only in India. |
DISTRIBUTION | |
33. (a) If syndicated, names of Joint Lead Managers: | Axis Bank Limited, Singapore Branch, Barclays Bank PLC, MUFG Securities EMEA plc and Standard Chartered Bank |
(b) Stabilising Manager(s) (if any): | Barclays Bank PLC |
34. If non-syndicated, name of relevant Dealer: | Not Applicable |
35. Whether TEFRA D or TEFRA C rules applicable or TEFRA rules not applicable: | TEFRA not applicable |
36. Whether Category 1 or Category 2 applicable in respect of the Notes offered and sold in reliance on Regulation S: | Category 1
|
37. Additional selling restrictions: | Not Applicable |
OPERATIONAL INFORMATION | |
38. Any clearing system(s) other than Euroclear and Clearstream and the relevant identification number(s): | Not Applicable |
39. Delivery: | Delivery against payment |
40. Additional Paying Agent(s) (if any): | Not Applicable |
ISIN: | XS1792122266 |
Common Code: | 179212226 |
Financial Instrument Short Name: | NTPC LIMITED/4.5EMTN 20280319 |
Classification of Financial Instruments Code: | DTFXFR |
Legal Entity Identifier: | 335800Q4TRGJXNLVMB81 |
SUPPLEMENTAL INFORMATION TO THE OFFERING CIRCULAR
The following is an update to the risk factor on page 76 in the Offering Circular, which should be read in conjunction with all other information in the section entitled "Risk Factors" in the Offering Circular.
Certain contractors with whom the Issuer operates are subject to U.S. and international trade restrictions, economic embargoes and sanctions.
In response to the actions and policies of the Government of the Russian Federation, including actions in Ukraine and the purported annexation of Ukraine, the United States and the EU have initiated sanctions relating to Russia and Ukraine. Specifically, the U.S. has authorised sanctions against: (i) individuals and entities determined to be contributing to the on-going situation in Ukraine (U.S. Executive Order 13660); (ii) officials of the Russian Government and any individual or entity that is owned or controlled by, that has acted for or on behalf of, or that has provided material or other support to, a senior Russian government official (U.S. Executive Order 13661); and (iii) persons and entities operating in key Russian business sectors, including financial services, energy, metals and mining, engineering, and defence and related materials (U.S. Executive Order 13662). The U.S. has also authorised so-called "sectoral sanctions" against various Russian entities pursuant to U.S. Executive Order 13662 in the form of four Directives which embody specific prohibitions on dealings with these entities. These "sectoral sanctions" are incorporated into the Sectoral Sanctions Identification List. Numerous individuals and some entities have been sanctioned pursuant to these measures.
The Issuer is currently working on the construction of a thermal power plant in each of Barh, Bihar (the Barh Stage-I project) and Sipat, near Bilaspur (the Sipat Stage-I project). The Issuer had entered into engineering, procurement and construction contracts with a contractor called Power Machines PJSC, a Russian entity which provides power generation equipment, in relation to the provision of turbine generator systems for the Sipat Stage-I Project and Barh Stage-I Project in 2004 and 2005, respectively (the Power Machine Contracts). On 26 January 2018, Power Machines PJSC was included in the "Specially Designated Nationals and Blocked Persons" list maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control. The quantum of the Power Machines Contracts is less than 1% of the Issuer's total revenue. Subject to extensions under certain circumstances, the Power Machine Contracts in relation to the Sipat Stage-I Project and the Barh Stage-I project are scheduled to expire in or around March 2018 and September 2018 respectively. The Issuer will not use the proceeds from the issue of the Notes to pay any outstanding amounts due under the Power Machine Contracts. As of the date hereof, save for the Power Machines Contracts, the Company does not have any relationship with entities that are the subject of U.S. or international sanctions.
There can be no assurance that further or expanded sanctions with respect to Russia or Ukraine will not affect the Issuer's operations that involve the use of Russian contractors. There can be no assurance that other persons and entities that the Issuer, now or in the future, engages in transactions and employment will not be subject to U.S. and international sanctions, which could have a negative impact on its ability to raise funds in international capital markets and on the marketability of its securities. Furthermore, as a result of its business activities with entities that are subject to sanctions, the Issuer may itself become subject to sanctions, in addition to negative media or investor attention, which may adversely affect the Issuer.
1.
LISTING APPLICATION
This Pricing Supplement comprises the final terms required to list the issue of Notes described herein pursuant to the U.S.$6,000,000,000 Medium Term Note Programme of NTPC Limited.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Pricing Supplement.
Signed on behalf of the Issuer:
By: _________________________________________
Duly authorised
REVIEWED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31 DECEMBER 2017
INDEPENDENT AUDITORS' REVIEW REPORT
To
The Board of Directors,
NTPC Limited,
New Delhi.
We have reviewed the accompanying statement of Standalone Unaudited Financial Results of NTPC Limited for the quarter and nine-months ended 31 December 2017 prepared by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as modified by the Circular No. CIR/CFD/FAC/62/2016 dated 5 July 2016. This statement is the responsibility of the Company's Management and has been approved by the Board of Directors. Our responsibility is to issue a report on these financial statements based on our review.
We have conducted our review in accordance with the Standard on Review Engagement (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
Without modifying our report, attention is invited to Note No. 3 (a) & 3 (b) to the statement of standalone unaudited financial results referred to above regarding accounting of sales on provisional basis & measurement of GCV of coal.
Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of Standalone Unaudited Financial Results read with notes thereon, prepared in accordance with applicable Indian Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and other recognised accounting practices and policies thereon has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as modified by the Circular No. CIR/CFD/FAC/62/2016 dated 5 July 2016 including the manner in which it is to be disclosed, or that it contains any material misstatement.
For T.R. Chadha & Co. LLP Chartered Accountants FRN 006711N/N500028
| For PSD & Associates Chartered Accountants FRN 004501C | For Sagar & Associates Chartered Accountants FRN 003510S |
(Neena Goel) Partner M. No.057986
| (Prakash Sharma) Partner M. No.072332 | (V. Vidyasagar Babu) Partner M. No.027357 |
For Kalani & Co. Chartered Accountants FRN 000722C
| For P. A. & Associates Chartered Accountants FRN 313085E | For S. K. Kapoor & Co. Chartered Accountants FRN 000745C |
(Vikas Gupta) Partner M. No.077076
| (S. S. Poddar) Partner M. No.051113 | (V.B. Singh) Partner M. No.073124 |
For B M Chatrath & Co.LLP Chartered Accountants FRN 301011E/E300025
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(P R Paul) Partner M. No.051675 |
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Place : New Delhi
Dated: 31 January 2018
NTPC LIMITEDSTATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE-MONTHS ENDED 31 DECEMBER 2017
₹ Crore
SI.No. | Particulars | Quarterended 31.12.2017(Unaudited) | Quarterended30.09.2017(Unaudited) | Quarterended31.12.2016(Unaudited) | Nine months ended31.12.2017(Unaudited) | Nine months ended31.12.2016(Unaudited) |
1 | 2 | 3 | 4 | 5 | 6 | 7 |
1 | Revenue | |||||
(a) Revenue from operations | 20774.37 | 19698.75 | 19395.92 | 60352.44 | 57856.77 | |
(b) Other income | 313.47 | 261.60 | 250.17 | 1237.68 | 598.68 | |
Total revenue (a+b) | 21087.84 | 19960.35 | 19646.09 | 61590.12 | 58455.45 | |
2 | Expenses | |||||
(a) Fuel | 12406.89 | 11398.80 | 12080.43 | 35745.80 | 35625.77 | |
(b) Electricity purchased | 386.05 | 261.26 | - | 784.88 | - | |
(c) Employee benefits expense | 1294.26 | 1000.99 | 843.00 | 3366.46 | 2686.91 | |
(d) Finance costs | 1065.01 | 919.47 | 909.03 | 2880.08 | 2699.28 | |
(e) Depreciation, amortisation & impairment expense | 1881.37 | 1712.68 | 1485.31 | 5164.05 | 4314.65 | |
(f) Other expenses | 1410.17 | 1597.46 | 1220.58 | 4697.96 | 3722.57 | |
Total expenses (a+b+c+d+e+f) | 18443.75 | 16890.66 | 16538.35 | 52639.23 | 49049.18 | |
3 | Profit before exceptional items, tax & regulatory deferral account balances (1‑2) | 2644.09 | 3069.69 | 3107.74 | 8950.89 | 9406.27 |
4 | Movements in regulatory deferral account balances | (59.31) | 153.08 | (25.20) | 322.04 | (26.32) |
5 | Profit before exceptional items & tax (3+4) | 2584.78 | 3222.77 | 3082.54 | 9272.93 | 9379.95 |
6 | Exceptional items - impairment loss on investment | - | - | - | - | - |
7 | Profit before tax (5-6) | 2584.78 | 3222.77 | 3082.54 | 9272.93 | 9379.95 |
8 | Tax expense: | |||||
(a) Current tax | 37.17 | 690.06 | 557.51 | 1430.38 | 1891.89 | |
(b) Tax expense/(saving) pertaining to movements in regulatory deferral | (12.66) | 32.67 | (5.38) | 68.73 | (5.62) | |
account balances | ||||||
(c) Deferred tax | 607.87 | 1048.93 | 649.15 | 2837.90 | 1395.60 | |
(d) Less: Deferred asset for deferred tax liability | 408.41 | 987.49 | 588.00 | 2481.66 | 1207.78 | |
Total tax expense (a+b+c-d) | 223.97 | 784.17 | 613.28 | 1855.35 | 2074.09 | |
9 | Profit after tax from continuing operations (7-8) | 2360.81 | 2438.60 | 2469.26 | 7417.58 | 7305.86 |
10 | Other comprehensive income | |||||
Items that will not be reclassified to profit or loss (net of tax) | ||||||
(a) Net acturial gains/(losses) on defined benefit plans | (28.40) | (25.36) | (90.96) | (80.46) | (130.64) | |
(b) Net gains/(losses) on fair value of equity instruments | (4.98) | 31.56 | (1.20) | 30.36 | 11.34 | |
Total other comprehensive income (net of tax) (a+b) | (33.38) | 6.20 | (92.16) | (50.10) | (119.30) | |
11 | Total comprehensive income (9+10) | 2327.43 | 2444.80 | 2377.10 | 7367.48 | 7186.56 |
12 | Paid-up equity share capital (Face value of share ₹ 10/- each) | 8245.46 | 8245.46 | 8245.46 | 8245.46 | 8245.46 |
13 | Reserves excluding revaluation reserve as per balance sheet | |||||
14 | Earnings per share (for continuing operation) - (of ₹ 10/- each) (not annualised) (in ₹) (including movements in regulatory deferral account balances): | |||||
(a) Basic | 2.86 | 2.96 | 2.99 | 9.00 | 8.86 | |
(b) Diluted | 2.86 | 2.96 | 2.99 | 9.00 | 8.86 | |
15 | Earnings per share (for continuing operation) - (of ₹ 10/- each) (not annualised) (in ₹) (excluding movements in regulatory deferral account balances): | |||||
(a) Basic | 2.92 | 2.81 | 3.02 | 8.69 | 8.89 | |
(b) Diluted | 2.92 | 2.81 | 3.02 | 8.69 | 8.89 |
See accompanying notes to the financial results.
SEGMENT-WISE REVENUE, RESULTS, ASSETS AND LIABILITIES FOR THE QUARTER AND NINE-MONTHS ENDED 31 DECEMBER 2017
₹ Crore | ||||||
SI.No. | Particulars | Quarter ended 31.12.2017 (Unaudited) | Quarter ended 30.09.2017 (Unaudited) | Quarter ended 31.12.2016 (Unaudited) | Nine months ended 31.12.2017 (Unaudited) | Nine months ended 31.12.2016 (Unaudited) |
1 | 2 | 3 | 4 | 5 | 6 | 7 |
1 | Segment revenue | |||||
- Generation | 20557.76 | 19505.08 | 19555.62 | 59993.16 | 58163.36 | |
- Others | 449.07 | 313.61 | 48.08 | 945.21 | 126.30 | |
- Un-allocated | 81.01 | 141.66 | 42.39 | 651.75 | 165.79 | |
- Total | 21087.84 | 19960.35 | 19646.09 | 61590.12 | 58455.45 | |
2 | Segment results (Profit before tax and interest) | |||||
- Generation | 3869.85 | 4248.78 | 4236.32 | 12353.10 | 12813.83 | |
- Others | 31.93 | 27.13 | 20.52 | 72.85 | (53.10) | |
- Total | 3901.78 | 4275.91 | 4256.84 | 12425.95 | 12760.73 | |
Less | ||||||
(i) Unallocated finance costs | 1065.01 | 919.47 | 909.03 | 2880.08 | 2699.28 | |
(ii) Other unallocable expenditure net of unallocable income | 251.99 | 133.67 | 265.27 | 272.94 | 681.50 | |
Profit before tax | 2584.78 | 3222.77 | 3082.54 | 9272.93 | 9379.95 | |
3 | Segment assets | |||||
- Generation | 149426.06 | 143210.62 | 122990.13 | 149426.06 | 122990.13 | |
- Others | 4273.87 | 3444.60 | 3090.76 | 4273.87 | 3090.76 | |
- Un-allocated | 94152.99 | 96167.33 | 107368.64 | 94152.99 | 107368.64 | |
- Total | 247852.92 | 242822.55 | 233449.53 | 247852.92 | 233449.53 | |
4 | Segment liabilities | |||||
- Generation | 14231.39 | 14173.98 | 14133.16 | 14231.39 | 14133.16 | |
- Others | 2414.20 | 2403.21 | 1735.89 | 2414.20 | 1735.89 | |
- Un-allocated | 129684.66 | 127076.03 | 120720.35 | 129684.66 | 120720.35 | |
- Total | 146330.25 | 143653.22 | 136589.40 | 146330.25 | 136589.40 | |
The operations of the Company are mainly carried out within the country and therefore, geographical segments are not applicable. | ||||||
Notes:
1. The above results have been reviewed by the Audit Committee of the Board of Directors in the meeting held on 31 January 2018 and approved by the Board of Directors in the meeting held on the same day.
2. The statutory auditors of the Company have carried out the limited review of the financial results for the quarter and nine-months ended 31 December 2017 as required under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
3. (a) The Central Electricity Regulatory Commission (CERC) notified the Tariff Regulations, 2014 in February 2014 (Regulations, 2014). The CERC has issued tariff orders for all the stations except five stations for the period 2014-19, under Regulations, 2014, and beneficiaries are billed based on such tariff orders issued by the CERC. For other stations, beneficiaries are billed in accordance with the principles given in the Regulations 2014. The energy charges in respect of the coal based stations are provisionally billed based on the GCV of coal 'as received', measured at wagon top samples in respect of most of the stations barring a few on the grounds of safety issues and for the quantity supplied through conveyors/road and other difficulties. The amount provisionally billed for the quarter and nine-months ended 31 December 2017 is ₹ 20,181.11 crore and ₹ 58,864.74 crore respectively (previous quarter and nine-months ₹ 18,457.79 crore and ₹ 55,595.31 crore).
(b) The Company has filed a writ petition before the Hon'ble Delhi High Court contesting certain provisions of the Regulations, 2014. As per directions from the Hon'ble High Court on the issue of point of sampling for measurement of GCV of coal on 'as received' basis, CERC has issued an order dated 25 January 2016 (subject to final decision of the Hon'ble High Court) that samples for measurement of coal on 'as received' basis should be collected from wagon top at the generating stations. The Company's review petition before the CERC in respect of the above order was dismissed vide their order dated 30 June 2016. Vide order dated 10 November 2016, the Hon'ble Delhi High Court has permitted the Company to approach the CERC with the difficulties being faced in implementation of the order of CERC in this regard and the Company has filed a petition with the CERC. Pending disposal of the petition by the CERC and ratification by the Hon'ble Delhi High Court, measurement of GCV of coal is being done from wagon top samples in respect of most of the stations excepting a few on the grounds of safety issues and for the quantity supplied through conveyors/road & other difficulties.
Sales for the quarter and nine-months ended 31 December 2017 have been provisionally recognized at ₹ 20,640.46 crore and ₹ 59,566.31 crore respectively (previous quarter and nine-months ₹ 18,739.00 crore and ₹ 56,483.22 crore) on the said basis.
(c) Sales for the quarter and nine-months ended 31 December 2017 include ₹ 11.83 crore and (-) ₹ 11.41 crore respectively (previous quarter and nine-months ₹ 374.05 crore and ₹ 471.84 crore) pertaining to previous years recognized based on the orders issued by the CERC/Appellate Tribunal for Electricity (APTEL).
(d) Sales for the quarter and nine-months ended 31 December 2017 include (-) ₹ 105.61 crore (previous quarter and nine-months ₹ Nil) on account of income tax recoverable from beneficiaries as per Regulations, 2004. Sales for the quarter and nine-months ended 31 December 2017 also include ₹ 17.48 crore and ₹ 52.46 crore respectively (previous quarter and nine-months ₹ 12.31 crore and ₹ 36.94 crore) on account of deferred tax materialized which is recoverable from beneficiaries as per Regulations, 2014.
4. The commercial operation date (COD) of Barh Stage-II (Unit IV - 660 MW) declared by the Company as 14 November 2014 was challenged by one of its beneficiaries. CERC vide order dated 20 September 2017 directed to consider the COD of Barh Stage II (Unit IV) as 8 March 2016 in place of 14 November 2014. The Company filed an appeal against this order in APTEL which has been admitted. Pending disposal of the appeal and considering the said order of the CERC, sales of ₹ 416.08 crore recognized till 31 March 2017 has been provided for/reversed and sales for the current quarter and nine-months ended 31 December 2017 has been recognized as per the said order.
5. Employee benefits expense for the quarter and nine-months ended 31 December 2017 are higher by ₹ 446.89 crore and ₹ 792.49 crore respectively as compared to the corresponding periods of the previous year on account of provision towards pay revision of the employees due w.e.f. 1 January 2017 and a surge in encashment of earned leaves by the employees. This increase has been partly offset by reduction in employee benefits expense due to separation of employees.
6. Provision for current tax for the quarter and nine-months ended 31 December 2017 includes (-) ₹ 563.03 crore, being tax related to earlier years (previous quarter and nine-months (-) ₹ 107.56 crore).
7. During the quarter, one thermal unit of 250 MW at Bongaigaon w.e.f. 01 November 2017 and one thermal unit of 800 MW at Kudgi w.e.f. 31 December 2017 have been declared commercial.
8. The Board of Directors has recommended interim dividend of ₹ 2.73 per equity share (face value of ₹ 10/- each) for the financial year 2017-18 in their meeting held on 31 January 2018.
9. For all secured bonds issued by the Company, 100% security cover is maintained for outstanding bonds. The security has been created on fixed assets through English/Equitable mortgage as well as hypothecation of movable assets of the Company.
10. Previous periods figures have been regrouped/reclassified wherever considered necessary.
For and on behalf of Board of Directors
(SAPTARSHI ROY)
DIRECTOR (HR & FINANCE)
Place: New Delhi
Date : 31 January 2018
THE ISSUER | |
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NTPC Limited | |
NTPC Bhawan | |
SCOPE Complex | |
7, Institutional Area | |
Lodi Road | |
New Delhi 110 003 | |
India | |
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JOINT LEAD MANAGERS | |
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Axis Bank Limited, Singapore Branch9 Raffles PlaceRepublic Plaza #48-01/02Singapore 048619 | Barclays Bank PLC5 The North Colonnade Canary Wharf London E14 4BB United Kingdom |
MUFG Securities EMEA plc Ropemaker Place 25 Ropemaker Street London EC2Y 9AJ United Kingdom | Standard Chartered Bank 8 Marina Boulevard, Level 20 Marina Bay Financial Centre, Tower 1 Singapore 018981
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LEGAL ADVISERS | |
To the Dealers and | To the Issuer as to Indian law |
the Trustee as to English law | Cyril Amarchand Mangaldas |
Allen & Overy | Peninsula Chambers |
9th Floor | Peninsula Corporate Park |
Three Exchange Square | Ganpatrao Kadam Marg |
Central | Lower Parel |
Hong Kong | Mumbai 400 013 |
| India |
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SINGAPORE LISTING AGENT | |
Allen & Overy | |
24 Raffles Place | |
#22-00 Clifford Centre | |
Singapore 048621 | |
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TRUSTEE | |
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Citicorp Trustee Company Limited | |
Citigroup Centre | |
Canada Square | |
Canary Wharf | |
London E14 5LB | |
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PAYING AGENT | REGISTRAR |
AND TRANSFER AGENT |
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Ireland |
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