PTC India’s Board of Directors, following an Office Memorandum from the Ministry of Power, approved significant alterations to the company’s Articles of Association (AOA). These changes involve relinquishing promoter rights concerning nominee directors and quorum requirements. Furthermore, Dr. Manoj Kumar Jhawar’s designation was changed from Chairman & Managing Director to Managing Director, effective upon a date set by the Board.
Major Board Decisions and AOA Alterations
During its meeting held on 14th February, 2026, the Board of Directors of PTC India considered and approved several key resolutions, subject to member and statutory approvals. These changes stem from an Office Memorandum received from the Ministry of Power dated 16th January 2026.
The primary action was the proposed alteration or deletion of existing clauses in the Articles of Association (AOA), specifically those relating to rights held by the three promoters: NHPC Ltd., Powergrid Corporation of India Ltd., and Power Finance Corporation Ltd.
Specific Amendments to the AOA
The approved alterations to the AOA include provisions relating to:
- The right to appoint a nominee director on the PTC Board (Article 113).
- Revisions to the quorum requirements (Article 133).
- Consents needed for the appointment of CMD/MD/WTD (Article 129).
- The definition of the term Promoter.
- The appointment of the CMD of NTPC Ltd. as Non-Executive Chairman (Article 113).
- Deletion of the Article pertaining to the Promoters Agreement (Article 178).
- Adjustments to remuneration/sitting fees for Directors as per the Companies Act (Article 117).
Change in Key Executive Designation
The Board also approved a change in the designation of Dr. Manoj Kumar Jhawar from “Chairman & Managing Director” to “Managing Director”. This change results in the relinquishment of his post as Chairman, effective on a date to be decided by the Board. His office will now be liable to retire by rotation.
Details of Dr. Manoj Kumar Jhawar (DIN: 07306454)
Dr. Jhawar was originally appointed as Chairman & Managing Director effective 13th May 2025, continuing until he reaches the age of superannuation on 19th August, 2028. Following the designation change, he will continue as Managing Director for the remainder of his term under the previously approved terms regarding remuneration, except for the designation change itself.
Dr. Jhawar, aged about 57 years, holds a Ph.D. in Management Sciences and is a qualified Cost Accountant. He joined the PTC Board as a Whole Time Director (Commercial & Operations) on 18th January, 2024, and has extensive experience across Commercial, IT Management, Finance, and Engineering domains within the Power Distribution Sector.
It was confirmed that Dr. Jhawar is not related to any other Director of the Company and is not debarred from holding directorial office by any regulatory authority.
Meeting Conclusion
The Board Meeting commenced at 06:00 p.m. and concluded at 08:07 p.m. on the same day.
Source: BSE
