NTPC Auditors Report

We have audited the accompanying standalone financial statements of
NTPC Limited ("the Company"), which comprise the Balance Sheet as at
31st March 2016, the Statement of Profit and Loss, the Cash Flow
Statement for the year then ended, and a summary of the significant
accounting policies and other explanatory information.

Management''''s responsibility for the standalone financial statements

The Company''''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.

Auditors'''' responsibility

Our responsibility is to express an opinion on these standalone
financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
there under.

We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''''s Directors, as well as
evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March, 2016 and its profits and its cash flows for the year
ended on that date.

Emphasis of Matter

We draw attention to the following matters in the Notes to the
financial statements:

(a) Note No. 12 (i) & 35 (a) in respect of change in accounting of
capital expenditure on assets not owned by the Company with
retrospective effect taking guidance available in AS 10 notified by MCA
on 30th March 2016 effective from the financial year 2016-17.

(b) Note No. 22 (a) & (b) regarding billing & recognition of sales on
provisional basis and measurement of GCV of coal on ''''as received'''' basis
after secondary crusher pending disposal of the matter by CERC/Hon''''ble
Delhi High Court and related matters as mentioned in said note;

(c) Note No. 33 in respect of a Company''''s ongoing project where the
order of NGT has been stayed by the Hon''''ble Supreme Court of India and
the matter is sub-judice.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''''s Report) Order, 2016 ("the
Order") issued by the Government of India in terms of sub-section (11)
of Section 143 of the Act, and on the basis of such checks of the books
and records of the Company as we considered appropriate and according
to the information and explanations given to us, we give in the
Annexure 1 a statement on the matters specified in the paragraphs 3 and
4 of the said Order.

2. We are enclosing our report in terms of Section 143 (5) of the Act,
on the basis of such checks of the books and records of the Company as
we considered appropriate and according to the information and
explanations given to us, in the Annexure 2 on the directions and
sub-directions issued by The Comptroller and Auditor General of India.

3. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.

(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books.

(c) The Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.

(d) In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) Being a Government Company, pursuant to the Notification No. GSR
463(E) dated 5th June 2015 issued by Ministry of Corporate Affairs,
Government of India, provisions of sub-section (2) of Section 164 of
the Companies Act, 2013, are not applicable to the Company.

(f) With respect to the adequacy of the internal financial controls
over financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate report in Annexure 3.

(g) With respect to the other matters to be included in the Auditor''''s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements. Refer Note 33, 34 & 52
to the financial statements;

ii. The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses on
long-term contracts including derivative contracts.

iii. There has been no delay in transferring the amounts, required to
be transferred, to the Investor Education and Protection Fund by the
Company in accordance with the relevant provisions of the Companies
Act, 1956 (1 of 1956) and Rules made there under.

ANNEXURE 1 TO THE AUDITORS'''' REPORT

Referred to in our report of even date to the members of NTPC LIMITED
on the accounts for the year ended 31st March 2016

(i) (a) The Company has generally maintained proper records showing
full particulars including quantitative details and situation of fixed
assets.

(b) There is a regular programme of physical verification of all fixed
assets over a period of two years which, in our opinion, is reasonable
having regard to the size of the Company and the nature of its assets.
No material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties are held in the
name of the Company except as follows:

Description of
Asset No. of Area in Gross
Block as Net Block
as on Remarks
(If Any)
cases acres on
31.03.2016 31.03.2016

Land The Company

- Freehold 2,016 10,735 2,210.91 2,210.91 is taking

- Leasehold 1,086 16,085 3,171.86 2,869.11 appropriate
steps for
completion of
Building &
Structures 2 - 50.43 17.27 legal
formalities

(ii) The inventory has been physically verified by the management at
reasonable intervals. No material discrepancies were noticed on such
physical verification.

(iii) The Company has not granted any loans, secured or unsecured to
any companies, firms, limited liability partnership or other parties
covered in register maintained under Section 189 of the Companies Act,
2013. In view of the above, the clauses 3 (iii)(a), 3 (iii)(b) and 3
(iii)(c) of the Order are not applicable.

(iv) The Company has not granted any loans or given any guarantee and
security covered under Section 185 and 186 of the Companies Act, 2013.
In respect of investment in the Subsidiary and Joint Venture Companies,
the Company has complied with the provisions of Section 185 and 186 of
the Companies Act, 2013.

(v) The Company has not accepted deposits from the public. As such, the
directives issued by the Reserve Bank of India, the provisions of
Sections 73 to 76 or any other relevant provisions of the Companies
Act, 2013 and the rules framed there under are not applicable to the
Company. The Company has obtained deposits from the dependants of
employees who die or suffer permanent total disability for which the
Company has applied to the Ministry of Corporate Affairs, Government of
India for continuation of the exemption earlier obtained in respect of
applicability of Section 58 A of the Companies Act, 1956, which is
still awaited (refer Note 10 e) of the Financial Statements). No order
has been passed with respect to Section 73 to 76, by the Company Law
Board or National Company Law Tribunal or Reserve Bank of India or any
Court or any other Tribunal.

(vi) We have broadly reviewed the accounts and records maintained by
the Company pursuant to the Rules made by the Central Government for
the maintenance of cost records under sub-section (1) of Section 148 of
the Companies Act, 2013 read with Companies (Cost Records & Audit)
Rules, 2014 and we are of the opinion that prima facie the prescribed
accounts and records have been made and maintained. We have not,
however, made detailed examination of the records with a view to
determine whether they are accurate and complete.

(vii) (a) Undisputed statutory dues including provident fund, income
tax, sales-tax, wealth tax, service tax, custom duty, excise duty,
value added tax, cess and other statutory dues have generally been
regularly deposited with the appropriate authorities and there are no
undisputed dues outstanding as on 31st March 2016 for a period of more
than six months from the date they became payable. We have been
informed that employees'''' state insurance is not applicable to the
Company.

(b) The disputed statutory dues aggregating to Rs. 891.02 crore that
have not been deposited on account of matters pending before
appropriate authorities are detailed below:

Sl. Name of Statute Nature of dues Forum where the
dispute is pending Amount
No (Rs. in
crore)

1 Central Sales
Tax and Sales Tax/ VAT Additional
Commissioner of
Sales Tax 9.13
Sales Tax / VAT
Acts of
various states

Commissioner of
Sales Tax 41.39

Dy. Commissioner
of Sales Tax 0.02

High Court* 823.34

Sales/Trade Tax
Tribunal 3.05

Appellate Tribunal 4.24

2. Central Excise
Act, 1944 Central Excise
Duty / CESTAT & Appellate
Tribunal of CEST 9.63
Service Tax

3. Income Tax Act,
1961 Income Tax Income Tax
Appellate Tribunal 0.04

Asst. Commissioner
of Income Tax 0.18

Total 891.02

* Includes Rs. 538.71 crore towards the demand for electricity duty
raised by Dy. Commissioner, Commercial Tax which has been stayed by the
Hon''''ble High Court.

(viii) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to
financial institutions, banks or debenture holders.

(ix) The Company has not raised any money by way of initial public
offer or further public offer. According to the information and
explanations given to us, the money raised by the Company by way of
debt instruments and term loans have been applied for the purpose for
which they were obtained.

(x) According to the information and explanations given to us and as
represented by the Management and based on our examination of the books
and records of the Company and in accordance with generally accepted
auditing practices in India, no case of frauds by the Company or any
fraud on the company by its officers or employees has been noticed or
reported during the year.

(xi) As per notification no. GSR 463(E) dated 5th June 2015 issued by
the Ministry of Corporate Affairs, Government of India, Section 197 is
not applicable to the Government Companies. Accordingly, provisions of
clause 3 (xi) of the Order are not applicable to the Company.

(xii) The provisions of clause 3 (xii) of the Order, for Nidhi Company,
are not applicable to the Company.

(xiii) The Company has complied with the provisions of Section 177 and
188 of the Companies Act, 2013 w.r.t. transactions with the related
parties, wherever applicable. Details of the transactions with the
related parties have been disclosed in the financial statements as
required by the applicable accounting standards.

(xiv) The Company has not made any preferential allotment or private
placement of shares or fully or partly convertible debentures during
the year under review. Accordingly, provisions of clause 3 (xiv) of the
Order are not applicable to the Company.

(xv) The Company has not entered into any non-cash transactions with
the directors or persons connected with them as covered under Section
192 of the Companies Act, 2013.

(xvi) According to information and explanation given to us, the Company
is not required to be registered u/s 45-IA of Reserve Bank of India
Act, 1934. Accordingly, provision of clause 3(xvi) of the Order is not
applicable to the Company.

For T R Chadha & Co LLP For PSD & Associates

Chartered Accountants Chartered Accountants

FRN- 006711N/N500028 FRN - 004501C

[CA. Neena Goel] [CA. Thalendra Sharma]

Partner Partner

M. No. 057986 M. No. 079236

For Sagar & Associates

Chartered Accountants

FRN - 003510S

[CA. V. Vidyasagar Babu]

Partner

M. No.027357

For Kalani & Co. For P. A. & Associates

Chartered Accountants Chartered Accountants

FRN - 000722C FRN - 313085E

[CA. Vikas Gupta] [CA. P. S. Panda]

Partner Partner

M. No. 077076 M. No.051092

For S. K. Kapoor & Co. For B.M. Chatrath & Co.

Chartered Accountants Chartered Accountants

FRN - 000745C FRN - 301011E

[CA. V. B. Singh] [CA. P. R. Paul]

Partner Partner

M.No.073124 M. No. 051675

Place : New Delhi

Dated : 30th May 2016

We have audited the accompanying standalone financial statements of
NTPC Limited ("the Company"), which comprise the Balance Sheet as at
31st March 2015, the Statement of Profit and Loss, the Cash Flow
Statement for the year then ended, and a summary of the significant
accounting policies and other explanatory information.

Management''s responsibility for the standalone financial statements

The Company''s Board of Directors is responsible for the matters stated
in Section 134 (5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.

Auditors'' responsibility

Our responsibility is to express an opinion on these standalone
financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
there under.

We conducted our audit in accordance with the Standards on Auditing
specified under Section 143 (10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements.

The procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''s Directors, as well as
evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India:

(a) In the case of Balance Sheet, of the state of affairs of the
Company as at 31st March, 2015;

(b) In the case of Statement of Profit and Loss, of the profit for the
year ended on that date; and

(c) In the case of Cash Flow Statement, of the cash flows for the year
ended on that date.

Emphasis of Matter

We draw attention to the following matters in the Notes to the
financial statements:

(a) Note no. 22 (b) in respect of accounting of sales on provisional
basis;

(b) Note no. 34 in respect of a project where the matter is pending
before the Hon''ble Supreme Court of India. Our opinion is not modified
in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 ("the
Order") issued by the Government of India in terms of sub-section (11)
of section 143 of the Act, and on the basis of such checks of the books
and records of the Company as we considered appropriate and according
to the information and explanations given to us, we give in the
Annexure 1 a statement on the matters specified in the paragraphs 3 and
4 of the said Order.

2. We are enclosing our report in terms of Section 143 (5) of the Act,
on the basis of such checks of the books and records of the Company as
we considered appropriate and according to the information and
explanations given to us, in the Annexure 2 on the directions and
sub-directions issued by Comptroller and Auditor General of India.

3. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.

(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.

(d) In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of written representations received from the directors
as at 31st March 2015 and taken on record by the Board of Directors,
none of the directors is disqualified from being appointed as a
director in terms of Section 164(2) of the Act as on 31st March 2015.

(f) With respect to the other matters to be included in the Auditor''s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements. Refer Note 34, 35 & 52
to the financial statements;

ii. The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses on
long-term contracts including derivative contracts.

iii. There has been no delay in transferring the amount to Investor
Education and Protection Fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and Rules made there
under by the Company.

ANNEXURE 1 TO THE AUDITORS'' REPORT

Annexure referred to in our report of even date to the members of NTPC
LIMITED on the accounts for the year ended 31st March 2015

(i) (a) The Company has generally maintained proper records showing
full particulars including quantitative details and situation of fixed
assets.

(b) There is a regular programme of physical verification of all fixed
assets over a period of two years which, in our opinion, is reasonable
having regard to the size of the Company and the nature of its assets.
No material discrepancies were noticed on such verification.

(ii) (a) The inventory has been physically verified by the management
at reasonable intervals.

(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. No material
discrepancies were noticed on physical verification

(iii) The Company has not granted any loans, secured or unsecured to
any companies, firms or other parties covered in register maintained
under Section 189 of the Companies Act, 2013.

In view of the above, the clauses 3 (iii)(a) and 3 (iii)(b) of the
Order are not applicable.

(iv) In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and the nature of its business for
purchase of inventory & fixed assets and for sale of electricity, goods
and services. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal control
systems.

(v) In our opinion and according to the information and explanations
given to us, the Company has complied with the directives issued by the
Reserve Bank of India, the provisions of Sections 73 to 76 or any other
relevant provisions of the Companies Act, 2013 and the rules framed
thereunder with regard to the deposits accepted from the public except
deposits obtained by the Company from the dependants of employees who
die or suffer permanent total disability for which the Company has
applied Ministry of Corporate Affairs, Government of India for
continuation of the exemption earlier obtained in respect of
applicability of Section 58 A of the Companies Act, 1956, which is
still awaited (refer Note 10 d). No order has been passed with respect
to Section 73 to 76, by the Company Law Board or National Company Law
Tribunal or Reserve Bank of India or any Court or any other tribunal.

(vi) We have broadly reviewed the accounts and records maintained by
the Company pursuant to the Rules made by the Central Government for
the maintenance of cost records under sub-section (1) of Section 148 of
the Companies Act, 2013 read with Companies (Cost Records & Audit)
Rules, 2014 and we are of the opinion that prima facie the prescribed
accounts and records have been made and maintained. We have not,
however, made detailed examination of the records with a view to
determine whether they are accurate and complete.

(vii) (a) Undisputed statutory dues including provident fund, income
tax, sales-tax, wealth tax, service tax, custom duty, excise duty,
value added tax, cess and other statutory dues have generally been
regularly deposited with the appropriate authorities and there are no
undisputed dues outstanding as on 31st March 2015 for a period of more
than six months from the date they became payable. We have been
informed that employees'' state insurance is not applicable to the
Company.

(b) The disputed statutory dues aggregating toRs. 288.77 crore that
have not been deposited on account of matters pending before
appropriate authorities are detailed below:

Sl.
No Name of Statute Nature of dues Forum where the
dispute is
pending Rs.
crore

1 Central Sales Tax
and Sales Tax/VAT Sales Tax / VAT Additional
Commissioner of
Sales Taxes 6.69
Acts of various
states

Commissioner of
Sales Tax 14.12

High Court 231.40

Sales/Trade Tax
Tribunal 20.74

Joint
Commissioner
(Appeal) Trade tax 1.16

Appellate Tribunal 0.13

2. Central Excise
Act, 1944 Central Excise CESTAT & Appellate
Tribunal of CEST 2.49
Duty/Service tax

3. Income Tax Act, 1961 Income Tax Income Tax
Appellate Tribunal 11.61

Income Tax Officer 0.43

Total 288.77

(c) According to the information and explanations given to us, the
Company has transferred the amount required to be transferred to the
Investor Education and Protection Fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and Rules made there
under.

(viii) The Company has no accumulated losses and has not incurred cash
losses during the financial year covered by our audit and in the
immediately preceding financial year.

(ix) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to
financial institutions, banks or debenture holders.

(x) According to the information and explanations given to us, the
Company has not given any guarantees for loans taken by others from
banks or financial institutions.

(xi) According to the information and explanations given to us, the
term loans have been applied for the purpose for which they were
obtained.

(xii) According to the information and explanations given to us and as
represented by the Management and based on our examination of the books
and records of the Company and in accordance with generally accepted
auditing practices in India, we have been informed that no case of
frauds has been committed on or by the Company during the year.

ANNEXURE 2 TO THE AUDITORS'' REPORT

Annexure referred to in our report of even date to the members of NTPC
LIMITED on the accounts for the year ended 31st March 2015

Sl.
No. Directions /
Sub-Directions Action Taken Impact on
financial
statement

A. Directions

1 If the Company has been
selected for disinvestment,a The Company has
not been selected for Not
applicable
complete status report in
terms of valuation of Assets disinvestment during the
financial year 2014-15.
(including intangible assets
and land) and Liabilities
(including Committed and
General Reserves) may be
examined including the mode
and present stage of
disinvestment process.

2 Please report whether there
are any cases of waiver/ According to information
and explanations given Nil
write off of debts/loans/
interest etc., if yes, the to us, there are no
cases of waiver/write
off of
reasons therefor and the
amount involved. debts/loans/interest
etc.

3 Whether proper records are
maintained for Proper records are
maintained for
inventories Nil
inventories lying with
third parties & assets
received lying with third
parties and also for
assets received
as gift from Govt. or
other authorities?. as gift from Government
or other authorities.

4 A report on age-wise
analysis of pending legal/ The Company has 4,126
pending legal/arbitration Nil
arbitration cases including
the reasons of pendency cases. The age-wise
classification obtained
from
and existence/effectiveness
of a monitoring the management is as
under:
mechanism for expenditure
on all legal cases (foreign More than
3 years 2,803
and local) may be given. Two to three
years 561

One to two
years 378

Less than one
year 384

These cases are pending
for hearing /disposal
at the respective forums.
The Company has a system
for monitoring expenditure
on legal cases (foreign
and local) which in our
view is effective

B. Sub - Directions

1 Whether proper accounting
/ disclosure of the In accordance with the
principles approved Nil
disputed amount with Coal
India Limited (CIL) and its by the Board of
Directors of the
Company, the
Subsidiaries related to
quality of coal has been made dispute with Coal India
Limited (CIL) and its
in the books of Accounts of
NTPC Limited? Subsidiaries on account
of Gross Calorific
Value (GCV) has been
settled as detailed in
Note 32.

2 Whether NTPC has billed /
recovered the amount paid The Company has billed
the amount paid to CIL Nil
to CIL and its subsidiaries
on settlement of disputes and its subsidiaries on
settlement of disputes
relating to quality of coal
from the beneficiaries and relating to quality of
coal and the amount
billed
whether any beneficiary
disputed such a claim? have been realized or
in the process of
realization. None of the
beneficiaries have
disputed the amount
billed by the Company
on this account.


For O. P. Bagla & Co. For PSD & Associates For PKF Sridhar &
Santhanam LLP

Chartered Accountants Chartered Accountants Chartered Accountants

Firm Reg. No. 000018N Firm Reg. No. 004501C Firm Reg. No. 003990S/
S200018

(Rakesh Kumar) (Prakash Sharma) (S. Narasimhan)

Partner Partner Partner

M No.087537 M No.072332 M No.206047

For V. Sankar Aiyar
& Co. For Ramesh C. Agrawal
& Co. For A.R. & Co.

Chartered Accountants Chartered Accountants Chartered Accountants

Firm Reg. No. 109208W Firm Reg. No. 001770C Firm Reg. No. 002744C

(Ajay Gupta) (R.C. Agrawal) (Pawan K Goel)

Partner Partner Partner

M No. 090104 M No.070229 M.No.072209

Place : New Delhi

Dated : 29th May 2015

We have audited the accompanying financial statements of NTPC Limited
("the Company"), which comprise the Balance Sheet as at 31st March
2014, and the Statement of profit and Loss and Cash Flow Statement for
the year then ended, and a summary of significant accounting policies
and other explanatory information.

Managements responsibility for the financial statements

Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash fl ows of the Company in accordance
with the Accounting Standards referred to in sub-section (3C) of
Section 211 of the Companies Act, 1956 ("the Act") read with the
General Circular 15/2013 dated 13th September 2013 of the Ministry of
Corporate Affairs in respect of Section 133 of the Companies Act, 2013.
This responsibility includes the design, implementation and maintenance
of internal control relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

Auditors responsibility

Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditors consider internal control relevant to the
Companys preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in
the circumstances but not for the purpose of expressing an opinion on
the effectiveness of the entitys internal control. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.

We believe that the audit evidence we have obtained is suffi cient and
appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2014;

(b) In the case of the Statement of profit and Loss, of the profit
for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash fl ows for the
year ended on that date. Emphasis of Matter

Without qualifying our report, we draw attention to Note No. 32 to the
financial statement in respect of accounting of fuel on GCV based
pricing system. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2003 as
amended by the Companies (Auditors Report) (Amendment) Order 2004,
("the Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specifi ed in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;

(b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;

(c) The Balance Sheet, Statement of profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;

(d) In our opinion, the Balance Sheet, Statement of profit and Loss,
and Cash Flow Statement comply with the Accounting Standards referred
to in sub-section (3C) of Section 211 of the Companies Act, 1956 read
with the General Circular 15/2013 dated 13th September 2013 of the
Ministry of Corporate Affairs in respect of Section 133 of the
Companies Act, 2013

(e) Being a Government Company, pursuant to the Notifi cation No. GSR
829(E) dated 21st October 2003 issued by Government of India,
provisions of clause (g) of sub-section (1) of Section 274 of the
Companies Act, 1956, are not applicable to the Company.

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in our report of even date to the members of NTPC
LIMITED on the accounts for the year ended 31st March 2014 (i) (a) The
Company has generally maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.

(b) All the assets have not been physically verifi ed by the management
during the year but there is a regular programme of verifi cation to
cover all assets over two years which, in our opinion, is reasonable
having regard to the size of the Company and the nature of its assets.
No material discrepancies were noticed on such verifi cation.

(c) Substantial part of the fixed assets has not been disposed off
during the year.

(ii) (a) The inventory has been physically verifi ed by the management
at reasonable intervals.

(b) The procedures of physical verifi cation of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. No material
discrepancies were noticed on physical verifi cation.

(iii) (a) The Company has not granted any loans secured or unsecured to
any companies, fi rms or other parties covered in register maintained
under Section 301 of the Companies Act, 1956.

In view of the above, the clauses 4(iii)(b), 4(iii)(c) and 4(iii)(d) of
the Order are not applicable.

(e) The Company has not taken any loans, secured or unsecured from
companies, fi rms or other parties covered in register maintained under
Section 301 of the Companies Act, 1956.

In view of the above, the clauses 4(iii) (f) and 4(iii) (g) of the
Order are not applicable.

(iv) In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and the nature of its business for
purchase of inventory and fixed assets and for sale of electricity,
goods and services. During the course of our audit, we have not
observed any continuing failure to correct major weaknesses in internal
control systems.

(v) (a) According to the information and explanations given to us,
during the year under audit there have been no contracts or
arrangements which need to be entered in the register maintained under
section 301 of the Companies Act, 1956.

In view of the above, the clause 4(v)(b) of the Order is not
applicable.

(vi) In our opinion and according to the information and explanations
given to us, the Company has complied with the directives issued by

the Reserve Bank of India, the provisions of Sections 58A and 58AA or
any other relevant provisions of the Companies Act, 1956 and the
Companies (Acceptance of Deposits) Rules, 1975 with regard to the
deposits accepted from the public. No order has been passed with
respect to Section 58A and 58AA, by the Company Law Board or National
Company Law Tribunal or Reserve Bank of India or any Court or any other
tribunal.

(vii) In our opinion, the Company has an internal audit system
commensurate with its size and nature of business.

(viii) We have broadly reviewed the accounts and records maintained by
the Company pursuant to the Rules made by the Central Government for
the maintenance of cost records under section 209 (1) (d) of the
Companies Act, 1956 and we are of the opinion that prima facie the
prescribed accounts and records have been made and maintained. We have
not, however, made detailed examination of the records with a view to
determine whether they are accurate and complete.

(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, income tax, sales-tax, wealth tax,
service tax, custom duty, excise duty, cess and other statutory dues
have generally been regularly deposited with the appropriate
authorities and there are no undisputed dues outstanding as on 31st
March 2014 for a period of more than six months from the date they
became payable.

(b) The disputed statutory dues aggregating to Rs. 175.27 crore that have
not been deposited on account of matters pending before appropriate
authorities are detailed below:

Sl.
No. Name of Statute Nature of dues Forum where
the dispute is
pending Rs. Crore

1. Central Sales
Tax and Sales
Tax/VAT Acts of Sales Tax/VAT Additional Commis
-sioner of
Sales Taxes 40.66
Various States

Commissioner of
Sales Tax 13.61

Dy. commissioner of
Sales/ Commercial Taxes 5.34

High Court 96.42

Sales Tax Tribunal 3.89

Joint Commissioner
(Appeal) Trade tax 1.11

2. Central Excise
Act, 1944 Central Excise
Duty/ CESTAT 2.12
Service tax

3. Income Tax
Act, 1961 Income Tax Commissioner of
Income Tax 0.03

Income Tax Appellate
Tribunal/CIT 11.66

Income Tax Officer 0.43

Total 175.27

(x) The Company has no accumulated losses and has not incurred cash
losses during the financial year covered by our audit and the
immediately preceding financial year.

(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to fi
nancial institutions, banks or debenture holders.

(xii) According to the information and explanations given to us,
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or a nidhi/mutual benefit
fund/society. Therefore, the provisions of clause 4(xiii) of the Order
are not applicable to the Company.

(xiv) The Company is not dealing in or trading in shares, securities,
debentures and other investments. Accordingly, the provisions of clause
4(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the
Company has not given any guarantees for loans taken by others from
banks or financial institutions.

(xvi) According to the information and explanations given to us, the
term loans have been applied for the purpose for which they were
obtained.

(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investments.

(xviii) According to the information and explanations given to us, the
Company has not made any preferential allotment of shares during the
year.

(xix) According to the information and explanations given to us, the
Company has created security or charge in respect of the Bonds issued
by the Company during the year, except those disclosed in Note 5 of the
financial statements.

(xx) According to the information and explanations given to us, the
Company has disclosed the end use of money raised by public issue of
tax free bonds during the year in Note 5 d) of the financial
statements and the same has been verifi ed by us.

(xxi) According to the information and explanations given to us and as
represented by the Management and based on our examination of the books
and records of the company and in accordance with generally accepted
auditing practices in India, we have been informed that one case of
frauds involving an aggregate amount of Rs. 0.01 crore towards non
deposit of hospital receipts by an employee of the Company has been
committed on the Company during the year. The Company has taken
appropriate action against the employee and the matters are under
investigation.

For O. P. Bagla & Co. For K. K. Soni & Co. For PKF Sridhar
& Santhanam

Chartered Accountants Chartered Accountants Chartered Accountants

Firm Reg. No. 000018N Firm Reg. No. 000947N Firm Reg. No. 003990S

(Rakesh Kumar) (S.S. Soni) (V. Kothandaraman)

Partner Partner Partner

M. No. 087537 M No.094227 M. No.025973

For V. Sankar
Aiyar & Co. For Ramesh C. Agrawal
& Co. For A. R. & Co.

Chartered Accountants Chartered Accountants Chartered Accountants

Firm Reg. No. 109208W Firm Reg. No. 001770C Firm Reg. No. 002744C

(M. S. Balachandran) ( Manoj Agrawal) (Prabuddha Gupta)

Partner Partner Partner

M No. 024282 M. No.076918 M. No.400189

Place : New Delhi
Dated : 15th May 2014