PTC India Overhaul: NTPC to Become Sole Promoter, CMD Post Split in Major Board Restructuring

In a landmark corporate governance move, the Ministry of Power has directed a complete recasting of PTC India's promoter structure. Three CPSUs to exit, NTPC takes charge, and Chairman & Managing Director roles to be bifurcated.

NEW DELHI, FEBRUARY 18 – PTC India Limited (formerly Power Trading Corporation of India) has initiated a sweeping corporate governance overhaul following a directive from the Ministry of Power (MoP). The company has issued a postal ballot notice seeking shareholder approval for fundamental changes to its Articles of Association (AoA) and the top management structure.

The restructuring, which marks the most significant change in PTC's corporate history, will see NTPC emerge as the sole promoter, while three other central public sector undertakings (CPSUs)—PFC, POWERGRID, and NHPC—will relinquish their promoter status and withdraw nominee directors from the board.

What is Changing? Key Resolutions at a Glance

The company has sought shareholder approval for seven resolutions, including six special resolutions to amend the AoA and one ordinary resolution to change the top management structure.

Item No.	Resolution Subject	Resolution Type
1	Alter definition of "Promoters" in AoA	Special
2	Alter Article 113 (Nominee Directors)	Special
3	Alter Article 117 (Directors' Remuneration)	Special
4	Alter Article 129 (Appointment of CMD/Whole-time Director)	Special
5	Alter Article 133 (Quorum at Board Meetings)	Special
6	Delete Article 178 (Promoters' Agreement)	Special
7	Change designation of Dr. Manoj Kumar Jhawar from CMD to MD	Ordinary

The Big Picture: Why This Restructuring?

The overhaul is driven by an Office Memorandum issued by the Ministry of Power on January 16, 2026. The key directives are:

NTPC to be Sole Promoter: NTPC Limited will be the sole promoter of PTC India.
Exit of Three CPSUs: PFC, POWERGRID, and NHPC will withdraw their nominee directors from the PTC Board and relinquish all promoter rights.
MoP Nominee Exit: Following the withdrawal of the three CPSU nominees, the Ministry of Power may also withdraw its nominee director.
Split of CMD Post: The existing post of Chairman & Managing Director will be bifurcated into:
- A Non-Executive Chairman (to be held by CMD, NTPC)
- An Executive Managing Director

Detailed Look at the Key Amendments

1. Redefining "Promoters" (Item No. 1)

The existing AoA defines promoters as POWERGRID, NTPC, and PFC. This will be replaced with the standard statutory definition under the Companies Act, 2013, paving the way for NTPC to become the sole promoter.

2. Board Composition Changed (Item No. 2 - Article 113)

Existing: POWERGRID, NTPC, PFC, and NHPC each have the right to nominate one director. MoP also nominates one director.
Proposed: Only NTPC will have the right to nominate a director. The CMD of NTPC will serve as the Non-Executive Chairman of PTC. MoP may also nominate one director at its discretion.

3. Appointment of Top Management (Item No. 4 - Article 129)

Existing: Appointment of CMD/Whole-time Director requires consent of CMDs of POWERGRID, NTPC, PFC, and NHPC.
Proposed: This requirement is being deleted entirely, streamlining the appointment process under the sole promoter (NTPC).

4. Board Meeting Quorum Revised (Item No. 5 - Article 133)

Existing: Valid quorum requires at least two nominee directors from the promoter CPSUs.
Proposed: Valid quorum requires at least one nominee director from NTPC.

5. Promoters' Agreement Scrapped (Item No. 6 - Article 178)

The existing Article 178, which required the company to adopt the 1999 Promoters' Agreement, is proposed to be deleted entirely. This removes any residual rights of the exiting CPSUs.

Management Reshuffle: Dr. Manoj Kumar Jhawar's Role Redefined

In line with the MoP directive, the company is seeking approval to change the designation of Dr. Manoj Kumar Jhawar (DIN: 07306454) from Chairman & Managing Director to Managing Director.

Effective Date: To be decided by the Board.
Term: He will continue for the remainder of his existing term (until superannuation on August 19, 2028).
Key Change: His office will now be liable to retire by rotation.
Other Terms: All other terms and conditions of appointment and remuneration remain unchanged (as approved in the 26th AGM held on August 8, 2025).

Dr. Jhawar, a Ph.D. in Management Sciences and a qualified Cost Accountant, has over three decades of experience in the power sector.

Voting Process: How to Cast Your Vote

The company is seeking shareholder approval through a Postal Ballot with remote e-voting only. Physical ballot forms are not being sent.

Cut-off Date: Friday, February 13, 2026 (Eligibility for voting)
E-voting Period: Starts Thursday, February 19, 2026 (9:00 AM) to Friday, March 20, 2026 (5:00 PM)
E-voting Agency: National Securities Depository Limited (NSDL)
Platform: www.evoting.nsdl.com
Scrutinizer: Mr. Ashish Kapoor, Practicing Company Secretary

Shareholders holding shares in demat mode can vote through their demat accounts (NSDL/CDSL) or the NSDL e-voting portal. Physical shareholders need to obtain login credentials from the company or NSDL.

Why This Matters

This restructuring marks the end of an era for PTC India, which was originally floated jointly by POWERGRID, NTPC, and PFC in 1999. The consolidation of promoter control under NTPC is expected to:

Streamline decision-making.
Enhance corporate governance.
Align PTC's strategy more closely with NTPC's vision.
Simplify the board structure by reducing the number of nominee directors.

The results of the postal ballot will be declared on or after March 20, 2026.