TIDM43ZT
RNS Number : 3897K
NTPC Ltd
10 April 2018
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
AMED (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 MONTHSED 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.$6,000,000,000
Medium Term Note Programme
This document constitutes the Pricing Supplement relating to the
issue of Notes described herein.
Terms used herein shall be deemed to be defined as such for the
purposes of the Conditions set forth in the Offering Circular dated
14 January 2018 (the Offering Circular). This Pricing Supplement
contains the final terms of the Notes and must be read in
conjunction with such Offering Circular.
MIFID II product governance/Professional investors and ECPs only
target market - Solely for the purposes of each manufacturer's
product approval process, the target market assessment in respect
of the Notes has led to the conclusion that: (i) the target market
for the Notes is eligible counterparties and professional clients
only, each as defined in Directive 2014/65/EU (as amended, MiFID
II); and (ii) all channels for distribution of the Notes to
eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Notes
(a distributor) should take into consideration the manufacturers'
target market assessment; however, a distributor subject to MiFID
II is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining
appropriate distribution channels.
1. Issuer: NTPC Limited
2. (a) Series Number: 09
(b) Tranche Number: 01
(c) Date on which the Notes will be Not Applicable
consolidated and form a single Series:
3. Specified Currency or Currencies: U.S. dollars (U.S.$)
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
19 March 2018
7. (a) Issue Date:
(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 19 April 2017
obtained:
(b) Date of regulatory approval/consent for Not Applicable
issuance of Notes obtained:
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 None
calculating interest for Fixed Rate Notes:
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 Minimum period: 30 days
Purchase - Redemption for tax reason): Maximum 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 U.S.$1,000 per Calculation Amount
taxation reasons or on event of default:
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 No
Notes in bearer form (and dates
on which such Talons mature):
28. Details relating to Partly Paid Notes: amount of each Not Applicable
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:
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 TEFRA not applicable
rules not applicable:
36. Whether Category 1 or Category 2 applicable in respect Category 1
of the Notes offered and sold in
reliance on Regulation S:
37. Additional selling restrictions: Not Applicable
OPERATIONAL INFORMATION
38. Any clearing system(s) other than Euroclear and Not Applicable
Clearstream and the relevant identification
number(s):
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 MONTHSED 31
DECEMBER 2017
INDEPENT 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 For PSD & Associates For Sagar & Associates
& Co. LLP Chartered Accountants Chartered Accountants
Chartered Accountants FRN 004501C FRN 003510S
FRN 006711N/N500028
(Neena Goel) (Prakash Sharma) (V. Vidyasagar
Partner Partner Babu)
M. No.057986 M. No.072332 Partner
M. No.027357
For Kalani & Co. For P. A. & Associates For S. K. Kapoor
Chartered Accountants Chartered Accountants & Co.
FRN 000722C FRN 313085E Chartered Accountants
FRN 000745C
(Vikas Gupta) (S. S. Poddar) (V.B. Singh)
Partner Partner Partner
M. No.077076 M. No.051113 M. No.073124
For B M Chatrath
& Co.LLP
Chartered Accountants
FRN 301011E/E300025
(P R Paul)
Partner
M. No.051675
Place : New Delhi
Dated: 31 January 2018
NTPC LIMITED
STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE
QUARTER AND NINE-MONTHSED 31 DECEMBER 2017
Crore
SI. Particulars Quarter Quarter Quarter Nine months ended Nine months ended
No. ended 31.12.2017 ended ended 31.12.2017 31.12.2016
(Unaudited) 30.09.2017 31.12.2016 (Unaudited) (Unaudited)
(Unaudited) (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 2644.09 3069.69 3107.74 8950.89 9406.27
exceptional items, tax
& regulatory deferral
account balances (1--2)
4 Movements in regulatory (59.31) 153.08 (25.20) 322.04 (26.32)
deferral account
balances
5 Profit before 2584.78 3222.77 3082.54 9272.93 9379.95
exceptional items & tax
(3+4)
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 2360.81 2438.60 2469.26 7417.58 7305.86
continuing operations
(7-8)
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)
Total comprehensive
11 income (9+10) 2327.43 2444.80 2377.10 7367.48 7186.56
12 Paid-up equity share 8245.46 8245.46 8245.46 8245.46 8245.46
capital (Face value of
share 10/- each)
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-MONTHSED 31 DECEMBER 2017
Crore
----------------------------------------------------------------------------------------------------------------------
SI. Particulars Quarter ended Quarter ended Quarter ended Nine months ended Nine months ended
No. 31.12.2017 30.09.2017 31.12.2016 31.12.2017 31.12.2016
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (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
NTPC Limited
NTPC Bhawan
SCOPE Complex
7, Institutional Area
Lodi Road
New Delhi 110 003
India
JOINT LEAD MANAGERS
Axis Bank Limited, Singapore Branch Barclays Bank PLC
9 Raffles Place 5 The North Colonnade
Republic Plaza #48-01/02 Canary Wharf
Singapore 048619 London E14 4BB
United Kingdom
MUFG Securities EMEA plc Standard Chartered Bank
Ropemaker Place 8 Marina Boulevard, Level 20
25 Ropemaker Street Marina Bay Financial Centre, Tower 1
London EC2Y 9AJ Singapore 018981
United Kingdom
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
SINGAPORE LISTING AGENT
Allen & Overy
24 Raffles Place
#22-00 Clifford Centre
Singapore 048621
TRUSTEE
Citicorp Trustee Company Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
PAYING AGENT REGISTRAR
AND TRANSFER AGENT
Citigroup Global Markets Deutschland AG
Citibank, N.A. Reuterweg 16
1 North Wall Quay 60323 Frankfurt
Dublin 1 Germany
Ireland
This information is provided by RNS
The company news service from the London Stock Exchange
END
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