PTC India’s Board of Directors approved significant alterations to the company’s Articles of Association (AOA), primarily relating to the rights of three key promoters (NHPC, Powergrid, and PFC). Concurrently, the Board approved the change in designation of Dr. Manoj Kumar Jhawar from “Chairman & Managing Director” to “Managing Director”, with the relinquishment of the Chairman post effective on a date to be determined. These changes are subject to shareholder approval.
Major Governance Overhaul Approved
Following up on previous intimations, the Board of Directors of PTC India, in its meeting held on February 14, 2026, sanctioned several critical governance adjustments, contingent upon member and statutory approvals.
Alterations to Articles of Association (AOA)
The primary focus was the modification or deletion of clauses within the AOA that specifically related to rights conferred upon three major promoters: NHPC Ltd., Powergrid Corporation of India Ltd., and Power Finance Corporation Ltd. These alterations include:
- Relinquishing the right to appoint a nominee director on the Board (Article 113).
- Changes concerning quorum requirements (Article 133).
- Modifications to the consent required for the appointment of CMD/MD/WTD (Article 129).
- Change in the definition of Promoter.
- Provisions related to 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 current Companies Act (Article 117).
Change in Key Management Designation
The Board also approved a structural change concerning the company’s leadership:
- The designation of Dr. Manoj Kumar Jhawar has been changed from “Chairman & Managing Director” to “Managing Director”.
- This results in the relinquishment of his post as Chairman, effective from a date the Board will decide.
- His office as Managing Director remains subject to retirement by rotation.
Details of Dr. Manoj Kumar Jhawar
Dr. Jhawar (DIN: 07306454) was initially appointed as Chairman & Managing Director effective May 13, 2025, until his superannuation age limit on August 19, 2028. He will continue as Managing Director for the remainder of his term under existing terms, excluding the designation change.
Dr. Jhawar, aged about 57, holds a Ph.D (Management Sciences) and is a qualified Cost Accountant from ICAI. He joined the PTC Board as a Whole time Director (Commercial & Operations) on January 18, 2024, and has extensive experience in the Power Distribution Sector.
The disclosure confirms that Dr. Jhawar is not related to any other Director of the Company and is not debarred from holding directorial office by any authority.
Source: BSE
