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(Ra.".] NTPC General Manager Department of Corporate Services Bombay Stock Exchange limited Floor 25, Phiroze Jeejeebhoy Towers Dalal Street Mumbai-400 001 p-;rc!Irftdt fCrIflIc!:s (1fffif ~ <PT \ffl11) NTPC Limited (A Govt. of India Enterprise) ~ ~/ Corporate Centre Ref. No.: 01: SEC: LA-1 Dated: 1 st November, 2016 Manager National Stock Exchange of India limited Exchange Plaza Bandra-Kurla Complex Bandra(E) Mumbai-400 051 Sub.: Corporate Disclosure under Regulation 30 of the SEBI (listing Obligations & Disclosure Requirements) Regulations 2015 Dear Sir, In line with the requirements of Regulations 30 of the Listing agreement and in continuation with our disclosure dated is" May 2016 & is'' June 2016, we wish to keep you informed that in respect of Hindustan Urvarak & Rasayn Limited (HURL), a joint venture Company formed between NTPC Limited (NTPC) and Coal India Limited (ClL), a Supplemental Joint Venture Agreement has been signed on 31 st October, 2016 amongst NTPC, CIL, Indian Oil Corporation Limited (IOC), Fertilizer Corporation of India Ltd.(FClL) and Hindustan Fertilizer Corporation Limited (HFCL) in order to induct 10C, FClL and HFCL, as Joint Venture partners and Shareholders in HURL. Now, HURL shall also take up revival of Barauni Plant of HFCL in addition to revival of Gorakhpur and Sindri plants of FCIL by setting up ammonia urea plants at each locations. Information in terms of SEBI circular dated CIR/CFD/CMD/4/2015 dated 9 th September, 2015 is enclosed. Thanking you. Yours faithfully, ~ (A.K. Rastogi) Company Secretary & ~ ~ : ~'"1t1Y')If1~ '+fCr'"1, ~ <li1'"Yc1C1fl, 7, ~'fiI<'r~I'"1C'1 Wm, mtfi ~ ~ ~~mJ1liance Officer ~ ~ ~ : L40101DL1975GOI007966, ~ o:i.: 011-24387333, ~ o:i.: 011-24361018, fu: [email protected],~: www.ntpc.co.in Registered Office: NTPC Bhawan, SCOPE Complex, 7 Institutional Area, Lodi Road, New Delhi-110003 Corporate Identification Number: L40101DL 1975G01007966, Telephone No.: 011-24387333, Fax No.: 011-24361018, E-mail: [email protected] Website : www.ntpc.co.in

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Page 1: NTPC NTPC Limited - bsmedia.business-standard.combsmedia.business-standard.com/_media/bs/data/announcements/bse/...Details in terms of SEBI circular dated CIR/CFD/CMD/4/2015 dated

(Ra.".]NTPC

General ManagerDepartment of Corporate ServicesBombay Stock Exchange limitedFloor 25, Phiroze Jeejeebhoy TowersDalal StreetMumbai-400 001

p-;rc!Irftdt fCrIflIc!:s(1fffif ~ <PT \ffl11)

NTPC Limited(A Govt. of India Enterprise)

~ ~/ Corporate Centre

Ref. No.: 01: SEC: LA-1Dated: 1st November, 2016

ManagerNational Stock Exchange of IndialimitedExchange PlazaBandra-Kurla ComplexBandra(E)Mumbai-400 051

Sub.: Corporate Disclosure under Regulation 30 of the SEBI (listing Obligations &Disclosure Requirements) Regulations 2015

Dear Sir,

In line with the requirements of Regulations 30 of the Listing agreement and incontinuation with our disclosure dated is" May 2016 & is'' June 2016, we wishto keep you informed that in respect of Hindustan Urvarak & Rasayn Limited(HURL), a joint venture Company formed between NTPC Limited (NTPC) and CoalIndia Limited (ClL), a Supplemental Joint Venture Agreement has been signed on31st October, 2016 amongst NTPC, CIL, Indian Oil Corporation Limited (IOC),Fertilizer Corporation of India Ltd.(FClL) and Hindustan Fertilizer CorporationLimited (HFCL) in order to induct 10C, FClL and HFCL, as Joint Venture partnersand Shareholders in HURL. Now, HURL shall also take up revival of Barauni Plantof HFCL in addition to revival of Gorakhpur and Sindri plants of FCIL by setting upammonia urea plants at each locations.

Information in terms of SEBI circular dated CIR/CFD/CMD/4/2015 dated 9th

September, 2015 is enclosed.

Thanking you.Yours faithfully,

~(A.K. Rastogi)

Company Secretary &

~ ~ : ~'"1t1Y')If1~'+fCr'"1, ~ <li1'"Yc1C1fl,7, ~'fiI<'r~I'"1C'1Wm, mtfi ~ ~ ~~mJ1liance Officer~ ~ ~ : L40101DL1975GOI007966, ~ o:i.: 011-24387333, ~ o:i.: 011-24361018, fu: [email protected],~: www.ntpc.co.in

Registered Office: NTPC Bhawan, SCOPE Complex, 7 Institutional Area, Lodi Road, New Delhi-110003Corporate Identification Number: L40101DL 1975G01007966, Telephone No.: 011-24387333, Fax No.: 011-24361018, E-mail: [email protected]

Website : www.ntpc.co.in

Page 2: NTPC NTPC Limited - bsmedia.business-standard.combsmedia.business-standard.com/_media/bs/data/announcements/bse/...Details in terms of SEBI circular dated CIR/CFD/CMD/4/2015 dated

Details in terms of SEBI circular dated CIR/CFD/CMD/4/2015 dated 9thSeptember, 2015 :

1. Name(s) of parties with whomthe agreement is entered

NTPC Limited (NTPC), Coal India Limited(Cll.), Indian Oil Corporation Limited (lac),Fertilizer Corporation of India ltd.(FCll) &Hindustan Fertilizer Corporation Limited(HFCl).

The agreement is supplemental to theJoint Venture Agreement dated is" May2016 entered into between NTPCand CIL.

2. Purpose of entering into theAgreement

For induction of 10C, FCll, HFCl as Jointventure Partners & shareholders inHindustan Urvarak & Rasayan Limited(HURL), to take up the revival of Sindriand Gorakhpur fertilizer plants of FClland Barauni fertilizer plant of HFCL.

3.

Shareholding, if any, in theentity with whom theagreement is executed

NTPC-29.67%

Cll - 29.67%

10C- 29.67%

FCll-7.33%

HFCl -3.66%

4. Significant terms of theAgreement -

Right to appoint Directors

Minimum 2 Directors to be appointedeach by NTPC,Cll & lac and 1 Directorshall be appointed collectively by FCll &HFCL.

First right to share subscriptionin case of issuance of shares

To be subscribed in the ratio given aboveat S.No.3

Right to restrict any change incapital structure

5 years from the date of incorporation or2 year from the commercial operationdate of anyone of the proposed project atSindari, Gorakhpur & Barauni or the dateof allotment of shares in JV Company forthe first time whichever is later.

5. Whether, the said parties arerelated to promoter/ promotergroup/ group companies in any NAmanner. If yes, nature ofrelationship

Page 3: NTPC NTPC Limited - bsmedia.business-standard.combsmedia.business-standard.com/_media/bs/data/announcements/bse/...Details in terms of SEBI circular dated CIR/CFD/CMD/4/2015 dated

6. Whether the transaction wouldfall within related partytransaction? If yes, whether thesame is done at arm's length

Transaction is not related partytransaction.

7. In case of issuance of shares tothe parties, details of issueprice. Class of shares issues

Equity shares to be issued at par value andshall be of one class.

8.

9. In case of termination oramendment of agreement,listed entity shall discloseadditional details to the stockexchange(s):

Any other disclosures related tosuch agreements viz., details ofnominee on the board ofdirectors of the listed entity,potential conflict of interestarising out of such agreements

(a) Name of parties to theagreement

(b) Nature of the agreement

(c) Date of execution of theagreement

(d) Details of amendment andimpact thereof

Nil

NTPC, Cll, 10C, FCll & HFCl

For induction of roe. FCll & HFCl as

Joint venture Partners & shareholders

in HURL, to take up the revival of Sindriand Gorakhpur fertilizer plants of FClland Barauni fertilizer plant of HindustanFertilizer Corporation ltd

sr" October 2016

By way of Supplemental Agreement tothe Joint Venture Agreement dated is"May 2016, roe. FCll & HFCl have been

inducted as Joint venture Partners &shareholders in HURL and the JV

Company shall also take up revival of

Barauni Plant of HFCl in addition to

revival of Gorakhpur and Sindri plants

of FCll by setting up ammonia urea

plants at each locations.