Chapter - II
POWERS & DUTIES OF OFFICERS AND EMPLOYEES
The powers and duties of the officers and employees of the Company stems mainly from the provisions of the Companies Act, 2013, guidelines issued by the regulatory authorities and Memorandum & Articles of Association of the Company. The officers and workmen of the Company carry out the business operations of the Company in line with the objectives specified in the Memorandum of Association of the Company.
While discharging duties and responsibilities, officers and workmen of the Company are complying with the applicable provisions of the all applicable statutes and rules and regulations framed there under.
Since NTPC Limited is a Government Company registered under the provisions of the Companies Act, 1956, the powers and duties of its Directors and conduct of its business is regulated by the provisions of the Companies Act, 1956 , the Memorandum and Articles of Association of the Company and other enactment under various laws.
Being registered under the Companies Act, 1956, as per the Articles of Association of the Company, the powers to manage the affairs of the Company rest with the Board of Directors. The Board of Directors has authorized the Chairman and Managing Director to exercise all or any of the powers vested in the Board for the management and administration of the company except certain matters for which the approval of the Board or the President of India or the shareholders, as the case may be, shall be necessary. The Chairman & Managing Director, in turn, has delegated various powers uptoa certain limit to the officers of the Company.
Further, as per Article 39 of the Articles of Association of the Company, the business of the company is managed by the Board of Directors subject to compliance of conditions stipulated by the Department of Public Enterprises, Ministry of Industry, Govt. of India’s Office Memorandum No. 22(1)/2009-GM- dated 4th February, 2010. Some of the powers under “Maharatna” status conferred by Govt. of India are:
- To incur capital expenditure without any monetary ceilings.
- To enter into technology joint ventures or strategic alliances.
- To affect organizational restructuring
- To create and wind up all posts including those of non-Board level Directors
- To structure and implement schemes relating to personnel and human resource management.
- To raise debt from the domestic capital markets and for borrowings from international market
- To establish financial JVs and wholly owned subsidiaries with the stipulation that equity investment of the Company should be limited to the following:-
- Rs. 5000 crore in any one project.
- 15% of the net worth of the company in any one project.
- 30% of the net worth of the company in all Joint Ventures/Subsidiaries put together.