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Directors Report of PTC India Ltd.

Mar 31, 2023

The Board of Directors hereby submits the report of the business and operations of your Company (‘the Company’ or ‘PTC India Limited/ PTC’) along with the audited financial Statements of the Company and its subsidiaries for the financial year ended March 31, 2023.

FINANCIAL PERFORMANCE

The summarized standalone and consolidated results of your Company (along with its subsidiaries & associates) are given in the table below.

(In INR Crores)

Particulars

Financial Year Ended

Standalone

Consolidated

31/03/2023

31/03/2022

31/03/2023

31/03/2022

Total Income

14,909.57

15,637.62

16,002.51

16,879.77

Profit / (Loss) before Interest, Depreciation & Tax (PBITDA) excluding OCI

514.22

612.45

1,381.52

1,597.55

Finance Charges

28.92

37.33

599.62

751.47

Depreciation

3.86

3.74

101.53

101.32

Provision for Income Tax (including for earlier years)

111.7

146.57

173.22

193.09

Net Profit / (Loss) after tax (after minority interest)

369.74

424.81

445.60

506.16

Profit / (Loss) brought forward from previous year

1,116.48

1,044.11

1,336.66

1,294.94

Amount transferred to General Reserve

116.71

130.43

116.71

130.43

Dividend paid (including dividend tax)

171.68

222.01

171.68

222.01

Transferred to special reserve

-

-

23.54

0

Transfer to impairment reserve

-

-

-

95.37

Transferred from reserve for equity instrument through OCI

-

-

(4.52)

-

Transferred to Statutory reserve

-

-

22.85

16.90

Re-measurement of post-employment benefit obligations, net of tax

-

-

0.08

0.27

Profit / (Loss) carried to Balance Sheet

1,197.83

1,116.48

1,443.04

1,336.66

Other comprehensive income /(Loss) (after minority interest)

19.31

9.97

19.64

16.03

Total comprehensive income (after minority interest)

389.05

434.78

465.24

522.19

Your Company has two subsidiaries, namely PTC India Financial Services Limited (PFS) and PTC Energy Limited (PEL). The consolidated turnover (including other income) of the group is INR 16,002.51 Crores for the Financial Year 2022-23 as against INR 16,879.77 Crores (including other income) for the Financial Year 2021-22. The consolidated Profit after Tax (after minority interest) of the group is INR 445.60 Crores for the Financial Year 2022-23 as against INR 506.16 Crores (after minority interest) for the Financial Year 2021-22.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with the Accounting Standard notified under Section 133 of the Act (‘Act’) and the relevant rules issued thereunder read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred as ‘Listing Regulations’) and the other accounting principles generally accepted in India. The Consolidated Financial Statements form part of the Annual Report.

Note: The above statements and the financial figures given under the head ‘Financial Results’ are extracted from the Standalone and Consolidated Financial Statements which have been prepared in accordance with the Indian Accounting Standards (Ind-AS) as notified under Section 133 of the Companies Act, 2013 (hereinafter referred as ‘the Act’), read with Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules thereafter and other recognized accounting practices and policies, to the extent applicable.

RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

The trading volumes for the year FY 2022-23 were 70,610 MUs as against 87,515 MUs during the previous year. With a turnover (including other income) of INR 14,909.57 Crores for the year 2022-23 as against INR 15,637.62 Crores (including other income) in the Financial Year 2021-22, your Company has earned a Profit after Tax of INR 369.74 Crores as against INR 424.81 Crores in the previous year.

RESERVES

Out of the profits of the Company, a sum of INR 116.71 Crores has been transferred to General Reserves during the Financial Year and total reserves and surplus of the Company are INR 3836.27 Crores (including securities premium)

as on 31st March 2023.

DIVIDEND

The Board of Directors of your Company are pleased to recommend for your consideration and approval, a final dividend @ 78% for the Financial Year 2022-23 i.e., '' 7.80 per equity share of INR 10 each. The final dividend, if approved, at the ensuing Annual General Meeting (AGM) will result in a cash outflow of INR 230.89 Crores.

In pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company in its Board Meeting held on 5th Feb. 2020 had adopted a dividend distribution policy and the same is placed on the website of the Company and can be accessed through the following link: https://www.ptcindia.com/wp-content/uploads/2020/04/Dividend-

Distribution-Policy.pdf

NET WORTH AND EARNINGS PER SHARE (EPS) ON A STANDALONE BASIS

As on 31st March 2023, Net worth of your Company was INR 4132.28 Crores as compared to INR 3914.91 Crores at the end of the previous Financial Year.

EPS of the Company for the year ended 31st March 2023 stands at INR 12.49 in comparison to INR 14.35 for the Financial Year ended 31st March 2022.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred from the end of the Financial Year of the Company to which the financial statement relates i.e., 31st March 2023 till the date of this report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

CHANGES IN CAPITAL STRUCTURE

During the period under review, no change has taken place with regard to the capital structure of the Company.

As on 31st March 2023, PTC has an Authorized Share Capital of INR 750,00,00,000 and paid-up share capital of INR 296,00,83,210 divided into 29,60,08,321 equity shares of INR 10 each. The equity shares of your Company are listed on the ‘BSE Limited’ (BSE) and ‘National Stock Exchange of India Ltd.’ (NSE). The promoters i.e. NTPC Ltd. (NTPC), Power Grid Corporation of India Ltd. (POWERGRID), Power Finance Corporation Ltd. (PFC) and NHPC Ltd. (NHPC) individually hold 4.05% each or 16.20% collectively of the paid-up and subscribed equity share capital of your Company and the balance of 83.80% of the paid-up and subscribed equity share capital of your Company is held by Power Sector Entities, Financial Institutions, Life Insurance Corporation of India, other Insurance Companies, Banking Institutions, Corporations, Investment Companies, Foreign Institutional Investors, Private Utilities and others including public at large.

HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient features of the financial statement of the Company’s subsidiaries, associates and joint ventures entities given in Form AOC-1 is annexed to this report at Annexure 1. There has been no material change in the nature of the business of the subsidiaries and during the year, no company has ceased to be/ became Subsidiary/ Associate of the Company.

Holding Company

The Company does not have any holding company.

Subsidiary Companies

PTC India Financial Services Limited

PTC India Financial Services Limited (PFS) is a listed subsidiary of your Company incorporated on 08th September 2006 in New Delhi wherein PTC holds a 64.99% stake and has invested INR 754.77 Crores. PFS is listed on NSE & BSE and has been classified as an Infrastructure Finance Company (IFC) by the Reserve Bank of India. PFS recorded total income of INR 797.08 Crores during FY 23 as compared to last year’s revenue of '' 968.75 Crores. Interest income for FY23 has decreased to INR 766.57 Crores as against the previous year’s INR 924.69 Crores. The profit before tax and profit after tax for FY23 stood at INR 232.37 Crores and INR 175.81 Crores respectively. Earnings per share for FY23 stood at INR 2.74 per share. The Statutory Auditor of PFS is M/s. Lodha & Co., Chartered Accountants, who has been appointed in the year 2022.

PTC Energy Limited (PEL)

PEL is a wholly owned subsidiary of your Company incorporated on 1st August 2008 in New Delhi wherein PTC holds 100% stake and has invested INR 654.11 Crores. PEL has recorded revenue from operations of '' 296.77 Crores during FY 23 as compared to last year’s revenue of INR 280.67 Crores. The profit/ (loss) before tax and profit/(loss) after tax for FY23 stood at INR 18.83 Crores and INR 13.88 Crores respectively. The Statutory Auditor of PEL is M/s. S.P. Chopra & Co., Chartered Accountants, who has been appointed in the year 2018.

Investment in other companies (Amount released up to 31st March 2023)

• Your Company had invested INR 150 Crores in Athena Energy Ventures Private Limited (AEVPL). Since the projects of this Investee Company could not be commissioned in time and considering other related factors and fair value, there had been a reduction of INR 149.97 Crores towards the investment which had been accounted over the earlier years.

• Your Company had invested INR 37.55 Crores in Krishna Godavari Power Utilities Limited. However, due to slow progress and other issues, provision was made for the entire amount of INR 37.55 Crores during FY 2015-16.

• Teesta Urja Limited (TUL) has implemented a project of 1200 MW Teesta III Hydro Electric Project and your Company initially invested a sum of INR 224.33 Crores in the equity of TUL. The Company had divested part of its long-term investment in TUL so that the Govt. of Sikkim could acquire 51% against its present holding of 26%. This disinvestment had been of 4,39,62,777 shares which reduced the shareholding of PTC. The majority stake of TUL is held by the Govt. of Sikkim (GoS) and the shareholding of PTC in TUL is now 5.62%. As on 31/03/2023, the Company has carried out a fair valuation of investment in TUL and the same stood as INR 221.10 Crores as against INR 202.01 Crores of previous year.

• Your Company offered to sell all of its shares of Chenab Valley Power Projects Private Limited to NHPC Limited at a value of INR 4.19 crores. NHPC Limited paid the entire consideration on May 25, 2021, and subsequently, the Company has handed over physical share certificates to NHPC Limited for transfer of shareholding in the name of NHPC Limited. However, no further information has been received from NHPC.

• Your Company has made an equity investment of INR 12.50 Crores during the FY 20 in a new entity i.e., Hindustan Power Exchange Limited (earlier named as Pranurja Solutions Limited) with other equity partners i.e., BSE investments Limited and ICICI Bank for development of a new Power Exchange. The company got its registration from CERC on 12th May 2021.


RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis and do not attract the provisions of Section 188 of the Act. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of clause (c) of sub-section (3) of Section 134 of the Act, the Board of Directors of your Company confirms that:

a. In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures from the same.

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as of March 31, 2023, and of the profit of the Company for the year ended on that date.

c. The Directors had taken proper and sufficient care for the 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 fraud and other irregularities.

d. The Directors had prepared the annual accounts of the Company on a going concern basis.

e. The Directors had laid down the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, the prevention of and detection of fraud and errors, the accuracy & completeness of the accounting records and the timely preparation of reliable financial disclosures.

The Company has appointed M/s Ernst & Young for the above purpose.

APPOINTMENT/ RE-APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND RESIGNATIONS/ COMPLETION OF TENURES BY THE DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year 2022-23, there were following changes in the composition of Board of Directors of the Company:

Sr.

No.

Name of Director

Joining/

Cessation

Date of joining/ Cessation

4

Shri Jayant Purushottam Gokhale

Cessation

December 5, 2022

5

Smt. Sushama Nath

Cessation

December 5, 2022

6

Shri Subhash S. Mundra

Cessation

December 5, 2022

7

Smt. Preeti Saran

Cessation

December 6, 2022

8

Shri Prakash S. Mhaske

Appointment

January 16, 2023

As per the provisions of the Companies Act, Smt. Sangeeta Kaushik Director will retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment. The Board recommends her re-appointment. The Board also recommends the appointment of Sh. Rajiv Ranjan Jha, who was appointed as additional (nominee) director of PFC Ltd. on 30th June 2023, as Director at ensuing AGM.

DETAILS OF BOARD MEETINGS

During the financial year ended 31st March 2023, the Board met Ten (10) times. The details of Board meetings are mentioned in the Corporate Governance Report as annexed to this report. The intervening gap between the two meetings was within the period prescribed by the Act and Listing Regulations.

For further details in respect of Composition, number and attendance of each director in various Committees of Board as required in accordance with Secretarial Standard-1 on Board Meetings and Listing Regulations, please refer to the Corporate Governance Report of this Annual Report.

COMMITTEES OF THE BOARD

As on March 31, 2023, the Board had all Statutory Committees i.e., Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management Committee. The other Committees/Group of Directors formed from time to time for specific purposes. The full details are available in the Corporate Governance Report.

AUDIT COMMITTEE

The Company has duly constituted an Audit Committee, whose detailed composition and powers are provided in the Corporate Governance Report. There were no recommendations from the Audit Committee which have not been accepted by the Board during the financial year.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each independent director under Section 149(7) of the Act, that he/she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 25 of the Listing Regulation. The Independent Directors have also confirmed that they have complied with the Company’s code of conduct for Directors and Senior Management Personnel.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA’). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake an online proficiency self-assessment test conducted by the IICA. The Independent Directors, whosoever is required, shall undertake the said proficiency test.

In the opinion of the Board all independent directors possess a strong sense of integrity and have requisite experience, qualification and expertise and are independent of the management. For further details, please refer to the Corporate Governance report.

Sr.

No.

Name of Director

Joining/

Cessation

Date of joining/ Cessation

1

Dr. Rajib Kumar Mishra

Appointment

(CMD)

March 29, 2023

2

Shri Raghuraj Madhav Rajendran

Cessation

December 01, 2022

3

Shri Mohammad Afzal

Appointment

December 12, 2022

BOARD EVALUATION

The performance evaluation process and related tools are reviewed by the “Nomination & Remuneration Committee” on a need basis, and the Committee may periodically seek independent external advice in relation to the process. The Committee may amend the Policy, if required, to ascertain its appropriateness as per the needs of the Company from time to time.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual directors, which includes criteria for performance evaluation of the non-executive and executive directors. The overall effectiveness of the Board is measured based on the ratings obtained by each Director and accordingly the Board decides the Appointments, Reappointments and Removal of the non-performing Directors of the Company. On the basis of the Policy for Performance Evaluation of Independent Directors, a process of evaluation is being followed by the Board for its own performance and that of its committees and individual Directors.

The exercise was carried through a structured evaluation process covering various aspects of the Board including committees and every Director functioning such as composition of Board and committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. A questionnaire formed a key part of the evaluation process for reviewing the functioning and effectiveness of the Board.

Board members had submitted their response for evaluating the entire Board, respective committees of which they are members and their peer Board members, including Chairman of the Board.

The evaluation process focused on various aspects of the Board and Committees functioning such as structure, composition, quality, Board meeting practices and overall Board effectiveness. The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Independent Directors had a separate meeting held on 28th March 2023. No Directors other than Independent Directors attended this meeting. Independent Directors discussed inter-alia the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non- Executive Directors and expressed their satisfaction with the quality, quantity and timeliness of flow of information between the Company management and the Board.

The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated.

OUTCOME OF EVALUATION PROCESS

The Board was satisfied with the professional expertise and knowledge of each of its directors. All the Directors effectively contributed to the decision-making process by the Board. Further, all the Committees were duly constituted and were functioning effectively. The Board also expressed its satisfaction in relation to the provision of supporting documents to the Board enabling it to assess the policy & procedural requirements for the proper functioning of the Company. The Board expressed its satisfaction with the decision making and decision implementing procedure followed by it. The Directors express their satisfaction with the evaluation process.

REMUNERATION POLICY

Your Company has in place a policy known as ‘Nomination & Remuneration Policy’ for selection and appointment of Directors, Senior Management, and their remuneration. The Policy includes criteria for determining qualification, positive attributes & independence. The Company aspires to pay performance linked remuneration to its WTDs/CMD. It is ensured that the remuneration is determined in such a way that there exists a balance between fixed and variable pay. The Policy of the Company on Nomination and Remuneration & Board Diversity is placed on the website of the Company at https://ptcindia.com/ wp-content/uploads/2019/07/Policy-on-Nomination-and-Remuneration-Board-Diversity-Policy.pdf

There was no change carried out in the policy during the year under review.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity, and ethical behavior. In compliance with requirements of Act & Listing Regulations, the Company has established a mechanism under its Whistle Blower Policy for employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. Whistleblowing is the confidential disclosure by an individual of any concern encountered in the workplace relating to a perceived wrongdoing. The policy has been framed to enforce controls so as to provide a system of detection, reporting, prevention and appropriate dealing of issues relating to fraud, unethical behavior etc. The policy provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. During the year under review, no complaints were received by the Board or Audit Committee.

The whistle blower policy of the Company is available at the link https:// ptcindia.com/wp-content/uploads/2019/07/Whistle-Blower-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, PTC India Limited (PTC) is committed to ensure its contribution to the welfare of the communities in the society where it operates, through its various Corporate Social Responsibility (“CSR”) initiatives.

The objective of PTC’s CSR Policy is to consistently pursue the concept of integrated development of the society in an economically, socially and environmentally sustainable manner and at the same time recognize the interests of all its stakeholders. In order to accomplish this objective professionally, the Company has formed a Trust named the PTC Foundation Trust (PFT) for execution of the CSR initiatives of the Company. The Company has adopted a new CSR policy during the year under review.

To attain its CSR objectives in a professional and integrated manner, PTC shall undertake the CSR activities as specified under the Act.

Currently, the CSR Committee consists of Shri Devendra Swaroop Saksena, Independent Director, Shri Ramesh Narain Misra, Independent Director, Ms. Sangeeta Kaushik, Non-Executive Nominee Director and Shri Mahendra Kumar Gupta, Non-Executive Nominee Director.

There has been no change in the CSR Policy during FY 23. The CSR Policy is available at the link: https://ptcindia.com/wp-content/uploads/2019/07/ corporate-social-responsibility-policy.pdf

Further, the Annual Report on CSR Activities/ Initiatives including all requisite details is annexed with this report at Annexure 2.

RISK MANAGEMENT POLICY

Your Company has developed and implemented a risk management framework that includes the identification of elements of risk which in the opinion of the Board may threaten the existence of the Company. A Risk Management Policy has been adopted. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in evaluating, resolving and reporting risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, including the development of a Risk Matrix for each business. Tools like the Risk Matrix will guide decisions on risk related issues. Shri Rajiv Malhotra is the Chief Risk Officer (CRO).

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated under the Listing Regulations, the Business Responsibility and Sustainability Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186

Details of loans, guarantees and investments covered under Section 186 of the Act including purpose thereof form part of the notes to the financial statements provided in this Annual Report.

ANNUAL RETURN

In accordance with the provisions of section 92(3) and 134 (3)(a) of the Act, the Annual Return of the Company is available at: https://www.ptcindia.com/wp-content/uploads/2023/08/PTC Annual Return FY 2022-23.pdf

STATUTORY AUDITORS

M/s T.R. Chadha & Co. LLP., Chartered Accountants, were appointed as Statutory Auditors of your Company in the 22nd Annual General Meeting of the Company for a period of five years till conclusion of 27th Annual General Meeting of the Company to be held in year 2026.

The Statutory Auditors have audited the financial statements of the Company for the financial year ended 31st March 2023 and the same is being placed before members at the ensuing Annual General Meeting for their approval.

The Standalone Auditors’ Report for FY 2022-23 is self- explanatory and does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

During the period under review, no incident of fraud was reported by the Auditors pursuant to Section 143(12) of the Companies Act 2013.

INTERNAL AUDITORS

M/s. Ravi Rajan & Co., the existing Internal Auditors were appointed in FY 2021-22 for a tenure of three financial years up to FY 2023-24. Reports for the year were submitted to the Audit Committee & Board.

COST AUDITORS

Cost audit is not applicable to the Company.

SECRETARIAL AUDITORS

As required under Section 204 of the Act and Rules made there under, the Board has appointed M/s. Agarwal S. & Associates, Company Secretaries as secretarial auditor of the Company for the financial year 2022-23.

The Secretarial Audit Report for FY 2022-23 does not contain any qualification, reservation or adverse remark except the following: -

1. Non-Compliance with the provision of section 149 of the companies Act, 2013 and Regulation 17(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015- The Board of Directors of the Company was not duly constituted from 5th of December 2022 till 31st March, 2023.

2. Non-Compliance with the Regulation 33(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015- The standalone and consolidated financials for quarter ended 31st December 2021, 31st March 2022, 30th June, 2022 and 30th September, 2022 were not submitted in accordance with timeline given under Regulations 33(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. Non-Compliance with the Regulation 7(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015- Company has submitted the compliance certificate on 31st day from the end of the financial year.

4. Non-Compliance with Regulation 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015-Company served only five days’ notice in advance against requirement

of at least seven working days (Excluding the date of intimation and the record date) to the stock exchange of the record date specifying the purpose of the record date.

5. Non-Compliance with Regulation 52 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015-Company had submitted unsigned Audit report for the financial year ended March, 31, 2022 on 05.07.2022 & signed Audit Report on 12.08.2022.

The NSE and BSE have levied monetary fines for non-compliances wherever applicable under Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 and same has been paid. The Board noted that comments on above are already mentioned in Annual Secretarial Compliance Report for FY 23 filed with NSE & BSE.

Further, the Secretarial Audit Report is annexed to the Board’s Report at Annexure 3.

Further, the Secretarial Audit Report of PTC Energy Limited, unlisted subsidiary, is annexed to the Board’s report at Annexure 4.

HUMAN RESOURCES

In any service industry, employees form the core of an organization. The management of your organization understands the importance of its core resource and invests a significant portion of its time in engaging, developing and retention of employees. Your Company is committed to and has always maintained gender diversity & equality in the organization. The employee engagement platform is framed on the objective of inclusiveness. Your Company encourages participation of employees in social activities and provides a healthy work environment wherein every employee can develop his/her own strengths and deliver expertise to achieve the overall objective of the organization.

Industrial relations - Healthy, cordial, and harmonious industrial relations are being always maintained at all levels by your Company.

CORPORATE GOVERNANCE

A separate report on corporate governance, along with a certificate from the Practicing Company Secretary regarding the compliance of conditions of corporate governance norms as stipulated under Listing Regulations is annexed and forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis on matters related to the business performance as stipulated in the SEBI (LODR) Regulations, 2015 is given as a separate section in the Annual Report.

DOMESTIC POWER TRADING

Your Company has completed another significant year of its operations. In this financial year, the company has maintained its leadership position in the industry despite several changes in the market. Company has sustained consistent performance by maintaining continuous interactions with customers and providing innovative solutions. Your Company remains the front-runner in the power trading market.

PTC achieved the trading volume of 70,610 MUs during 2022-23 against the previous year’s volume of 87,515 MUs. PTC achieved short-term trading volume of 37,697 MUs during 2022-23 (Previous year 51,934 MUs), which is due to reorientation of business model and ceding low margin power exchange volumes to avoid negative impact on cost of funds. Further, PTC has achieved long & medium-term trading volumes of 32,913 MUs against the previous year’s volume of 35,581 MUs, which is primarily due to maturity of Pilot Scheme-1 under medium term. PTC managed to retain its leadership position in terms of the overall trading volumes in the power trading market.

PTC’s short term bilateral trade volumes were 8,198 MUs against the previous year figure of 7,300 MUs with a growth of 12.3% over previous year and power exchanges volumes during 2022-23 were 29,499 MUs against the previous year figure of 44,634 MUs.

PTC had sustained its presence in the portfolio management of power business for the utilities segment under various arrangements with government owned utilities. The arrangements mandate PTC for sale/purchase of power for the respective utilities under bilateral and power exchanges arrangements. PTC has also successfully ventured into the role of a holistic solutions provider by assisting utilities in their day to day demand - supply assessment, price forecasting, market assessment etc.

Long Term Agreements for Purchase of power POWER PURCHASE AGREEMENTS

PTC has in its portfolio Long-term Power Purchase Agreements (PPAs) with the generators for a cumulative capacity of around 10 GW for further sale of power to Discoms which includes Cross-Border power trade and most of them are already tied-up. The projects are based on domestic coal, imported coal, gas, hydro and renewable energy resources.

AGREEMENTS FOR SALE OF POWER

Earlier, TANGEDCO appointed PTC as an aggregator for procurement of power under medium term for 5 years. In the current financial year, PTC has signed agreements with TANGEDCO and the Selected Bidder for 102 MW of power. The power supply commenced in the current financial year.

The Pilot Scheme-II is operational with a part quantum of 420 MW and the balance quantum is expected to get operational in the current financial year.

CROSS BORDER POWER TRADE

In the current year, Cross-border trade with Bhutan witnessed a volume of 6,993 MUs. As a part of bi-directional trade, PTC has helped to enhance Bhutan’s power trade transactions on Indian Power Exchange(s) and has supplied 318.8 MUs to Bhutan in FY 2022-23 during the winter months as against 240.1 MUs in the previous year.

In addition, PTC has a long term power purchase agreement in place for 118 MW Nikah Hydroelectric Project in Bhutan. Power has been tied up on long term basis with the Assam State Utility. The project is expected to be commissioned and commence power supply in the next financial year.

PTC has supplied a total of 1657 MUs in FY 2022-23 to BPDB under the Longterm contract for 200 MW capacity as against 413 MUs in the previous year.

Cross-border transactions remain a vital part of our portfolio with a total volume of 8650 MUs as against 8283 MUs in the previous year and we expect to increase the transactions going forward.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

In view of the nature of activities that are being carried on by the Company, the provisions of the Companies (Accounts) Rules, 2014 concerning conservation of energy are not applicable to the Company however, the Company is committed towards conservation of energy and climate action.

(A) Foreign exchange earnings and Outgo:

Information about the foreign exchange earnings and outgo, as required to be given under Section 134(3) (m) of the Act read with sub rule 3 of Rule 8 of the Companies (Accounts) Rules, 2014, is given as follows:

S.

No.

Particulars

For the year ended 31.03.2023

1.

Expenditure in Foreign Currency

INR 2.59 Cr.

2.

Earning in Foreign Currency

INR 1052.65 Cr.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(1) and Rule 5(2)/ (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached to the Directors’ Report at Annexure 5.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL), ACT 2013

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. This policy may be accessed on the Company’s website i.e., www.ptcindia.com.

Internal Complaints Committee has been set up as required under Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, inter-alia, to redress complaints received regarding sexual harassment. All employees (permanent, Contractual, temporary, trainees) are covered under this policy. The Company has not received any sexual harassment complaints during the year 2021-

22/2022-23.

OTHER DISCLOSURES

I) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed during the year under review by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

ii) TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM, with the Ministry of Corporate Affairs. During the period under review, the Company has transferred dividend of INR 26,68,070 which were unclaimed for seven years or more and lying in ‘Unpaid/ Unclaimed Dividend A/c’ for such period to IEPF account. Further, 32,865 equity shares, in respect of which said unclaimed dividend has been transferred to IEPF account, have also been transferred to the IEPF account.

iii) DEPOSITS

Your Company has not accepted any deposits from public in terms of provisions of Companies Act, 2013. Thus, no disclosure is required relating to deposits under Chapter V of Companies Act, 2013.

iv) COMPLIANCE WITH SECRETARIAL STANDARD ON BOARD AND GENERAL MEETINGS

During the period under review, the Company has complied with the Secretarial Standards 1 & 2 as issued by the Institute of Company Secretaries of India.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

^ Issue of equity shares with differential rights as to dividend, voting or otherwise.

^ Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

^ Neither Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

Your Directors further state that there are no specific disclosures required under details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

Further, no application was filed under the Insolvency and Bankruptcy Code, 2016 during the year.

CAUTIONARY STATEMENT

Statements in this “Director’s Report” & “Management Discussion and Analysis” describing the Company’s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations including raw material/ fuel availability and its prices, cyclical demand and pricing in the Company’s principal markets, changes in the Government regulations, tax regimes, economic developments within India and the Countries in which the Company conducts business and other ancillary factors.

APPRECIATION AND ACKNOWLEDGEMENT

The directors take this opportunity to express their deep sense of gratitude to the Promoters, Shareholders, Central and State Governments and their departments, Regulators, Central Electricity Authority, banks and the local authorities for their continued guidance and support.

Your directors would also like to record its appreciation for the support and cooperation your Company has been receiving from its clients and everyone associated with the Company.

Your directors place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as an industry leader.

And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

For and on behalf of the Board Sd/-

(Rajib Kumar Mishra)

Date: 12th August, 2023 Chairman & Managing Director

Place: New Delhi DIN: 06836268


Mar 31, 2022

The Board of Directors hereby submits the report of the business and operations of your Company (‘the Company’ or ‘PTC India Limited/ PTC’) along with the audited financial Statements of the Company and its subsidiaries for the financial year ended March 31, 2022.

FINANCIAL PERFORMANCE

The summarized standalone and consolidated results of your Company (along with its subsidiaries & associates) are given in the table below.

(in INR Crores)

Particulars

Financial Year Ended

Standalone

Consolidated

31/03/2022

31/03/2021

31/03/2022

31/03/2021

Total Income

15637.62

16992.03

16,879.77

18373.66

Profit / (Loss) before Interest, Depreciation & Tax (PBITDA) excluding OCI & after minority interest)

612.45

596.17

1,597.55

1,697.55

Finance Charges

37.33

27.81

751.47

918.98

Depreciation

3.74

2.79

101.32

100.01

Provision for Income Tax (including for earlier years)

146.57

155.32

193.09

220.94

Net Profit / (Loss) after tax (after minority interest)

424.81

410.25

551.67

457.62

Profit / (Loss) brought forward from previous year

1044.11

979.16

1,294.94

1270.73

Amount transferred to General Reserve

130.43

123.29

130.43

123.29

Dividend paid (including dividend tax)

222.01

222.01

222.01

222.01

Transferred to special reserve

30.87

Transfer to impairment reserve

95.37

45.03

Transferred to Statutory reserve

16.90

3.33

Re-measurement of post-employment benefit obligations, net of tax

(0.27)

(0.08)

Profit / (Loss) carried to Balance Sheet

1116.48

1044.11

1,336.66

1294.94

Other comprehensive income /(Loss) (after minority interest)

9.97

0.71

16.03

(3.55)

Total comprehensive income (after minority interest)

434.78

410.96

522.19

445.11

Note: The above statements and the financial figures given under the head ‘Financial Results’ are extracted from the Standalone and Consolidated Financial Statements which have been prepared in accordance with the Indian Accounting Standards (Ind-AS) as notified under Section 133 of the Companies Act, 2013 (hereinafter referred as ‘the Act’), read with Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules thereafter and other recognized accounting practices and policies, to the extent applicable.

RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

The trading volumes were higher by 9% this year at 87,515 MUs as against 80,042 MUs during the previous year. With a turnover of INR 15637.62 Crores for the year 2021-22 as against 16992.03 Crores (including other income) in the Financial Year 2020-21, your Company has earned a Profit after Tax of INR 424.81 Crores as against INR 410.25 Crores in the previous year.

Your Company has two subsidiaries, namely PTC India Financial Services Limited (PFS) and PTC Energy Limited (PEL). The consolidated turnover (including other income) of the group is INR 16,879.77 Crores for the Financial Year 2021-22 as against INR 18,373.66 Crores (including other income) for the Financial Year 2020-21. The consolidated Profit after Tax of the group is INR 551.67 Crores for the Financial Year 2021-22 as against INR 457.62 Crores for the Financial Year 2020-21.

CONSOLIDATED FINANCIAL STATEMENTS

The Company adopted Indian Accounting Standard (Ind-AS) from April 1, 2016 and accordingly, the Consolidated Financial Statements have been prepared in accordance with the Accounting Standard notified under Section 133 of the Act (‘Act’) and the relevant rules issued thereunder read with the SEBI (Listing

Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred as ‘Listing Regulations’) and the other accounting principles generally accepted in India. The Consolidated Financial Statements form part of the Annual Report.

RESERVES

Out of the profits of the Company, a sum of INR 130.43 Crores has been transferred to General Reserves during the Financial Year and total reserves and surplus of the Company are INR 3618.90 Crores (including securities premium) as on 31st March 2022.

DIVIDEND

During the year, the Board of Directors of your Company in its meeting dated 11th November 2021 had declared 20% Interim Dividend i.e. '' 2 per equity share of INR 10 each. The Interim Dividend resulted in a cash outflow of INR 59.20 Crores.

The Board of Directors of your Company are pleased to recommend for your consideration and approval, a final dividend @ 58% for the Financial Year 2021-22 i.e., '' 5.80 per equity share of INR 10 each. The final dividend, if approved, at the ensuing Annual General Meeting (AGM) will result in a cash outflow of INR 171.69 Crores.

In pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company in its Board Meeting held on 5th Feb., 2020 has adopted dividend distribution policy and the same is placed on the website of the Company and can be accessed through the following link:https://www.ptcindia.com/wp-content/uploads/2020/04/Dividend-Distribution-Policy.pdf

NET WORTH AND EARNINGS PER SHARE (EPS) ON A STANDALONE BASIS

As on 31st March. 2022, net worth of your Company was INR 3914-91 Crores as compared to INR 3702-14 Crores for the previous Financial Year thereby registering a growth of 6%.

EPS of the Company for the year ended 31st March 2022 stands at INR 14-35 in comparison to INR 13.86 for the Financial Year ended 31st March 2021-

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been following material changes and commitments affecting the financial position of the Company which have occurred from the end of the Financial Year of the Company to which the financial statement relates i-e-31st March 2022 till the date of this report-

The Board in its meeting held on 31st May 2022 has approved additional issuance of corporate guarantee of INR 50 Crore (in addition of INR 225 Crore approved already). Subsequently, the Company has also executed additional corporate guarantee for INR 75 Crore (in addition of INR 200 Crore executed already) in favour of working capital lenders of PEL for the purpose of meeting additional working capital requirements of PEL.

The Company has acquired the energy consultancy business of IL&FS Energy Development Company Ltd. at a consideration of INR 14.90 Crore on

26.07.2022.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

CHANGES IN CAPITAL STRUCTURE

During the period under review, no change has taken place with regard to capital structure of the Company.

As on 31st March 2022, PTC has an Authorized Share Capital of INR 750,00,00,000 and paid-up share capital of INR 296,00,83,210 divided into 29,60,08,321 equity shares of INR 10 each. The equity shares of your Company are listed on the ‘BSE Limited’ (BSE) and ‘National Stock Exchange of India Ltd.’ (NSE). The promoters i.e. NTPC Ltd. (NTPC), Power Grid Corporation of India Ltd. (POWERGRID), Power Finance Corporation Ltd. (PFC) and NHPC Ltd. (NHPC) individually hold 4.05% each or 16.20% collectively of the paid-up and subscribed equity share capital of your Company and the balance of 83.80% of the paid-up and subscribed equity share capital of your Company is held by Power Sector Entities, Financial Institutions, Life Insurance Corporation of India, other Insurance Companies, Banking Institutions, Corporations, Investment Companies, Foreign Institutional Investors, Private Utilities and others including public at large.

HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient features of the financial statement of the Company’s subsidiaries, associates and joint ventures entities given in Form AOC-1 is annexed to this report at Annexure 1. There has been no material change in the nature of the business of the subsidiaries and no company other than the specified ones under AOC-1 has ceased to be/became Subsidiary/ Associate of the Company.

Holding Company

The Company does not have any holding company.

Subsidiary CompaniesPTC India Financial Services Limited

PTC India Financial Services Limited (PFS) is a listed subsidiary of your Company wherein PTC holds a 64.99% stake and has invested INR 754.77 Crores. PFS is listed on NSE & BSE and has been classified as an Infrastructure Finance Company (IFC) by the Reserve Bank of India. PFS recorded total income of INR

968.74 Crores during FY 22 which is down by 14.98% as compared to last year’s revenue of '' 1,139.45 Crores. Interest income for the FY22 has decreased to INR 924.69 Crores as against previous year’s INR 1,105.25 Crores. The profit before tax and profit after tax for FY22 stood at Rs 173.91 Crores and INR 129.98 Crores respectively. Earnings per share for FY22 stood at INR 2.02 per share.

PTC Energy Limited (PEL)

PEL is a wholly owned subsidiary of your Company wherein PTC holds 100% stake and has invested INR 654.11 Crores. PEL has recorded revenue from operations of '' 280.67 Crores during FY 22 as compared to last year’s revenue of INR 267.43 Crores. The profit/(loss) before tax and profit/(loss) after tax for FY22 stood at INR 0.17 Crores and INR (2.42) Crores respectively.

Investment in other companies (Amount released up to 31st March 2022)

• Your Company has invested INR 150 Crores in Athena Energy Ventures Private Limited (AEVPL). Since the projects of this Investee Company could not be commissioned in time and considering other related factors and fair value, there had been a reduction of INR 149.97 Crores towards the investment which had been accounted over the earlier years.

• Your Company had made an investment of INR 37.55 Crores in Krishna Godavari Power Utilities Limited. However, due to slow progress and other issues, provision was made for entire amount of INR 37.55 Crores during FY 2015-16.

• Teesta Urja Limited (TUL) has implemented a project of 1200 MW Teesta III Hydro Electric Project and the company initially invested a sum of INR 224.33 Crores in equity of TUL. The Company had divested part of its longterm investment in TUL so that Govt. of Sikkim could acquire 51% against its present holding of 26%. This disinvestment had been of 4,39,62,777 shares which reduced the shareholding of PTC to around 6.89%. Majority stake of TUL is held by Govt. of Sikkim (GoS) and the shareholding of PTC in TUL is now 6.89%. As on 31/03/2022, the Company has carried out fair valuation of investment in TUL and the same stood as INR 202.01 Crores as against INR 191.75 Crores of previous year.

• Your Company offered to sell its all shares of Chenab Valley Power Projects Private Limited to NHPC Limited at a value of INR 4.19 crores. NHPC Limited paid the entire consideration on May 25, 2021 and subsequently, the Company has handed over physical share certificates to NHPC Limited for transfer of shareholding in the name of NHPC Limited. However, the necessary formalities for such transfer are yet to be completed.

• Your Company has made an equity investment of INR 12.50 Crores during the FY 20 in a new entity i.e. Hindustan Power Exchange Limited (earlier named as Pranurja Solutions Limited) with other equity partners i.e. BSE investments Limited and ICICI Bank for development of a new Power Exchange. The company got its permit from CERC on 12th May 2021.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis and do not attract the provisions of Section 188 of the Act. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of clause (c) of sub-section (3) of Section 134 of the Act, the Board of Directors of your Company confirms that:

a. In the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards have been followed and there are no material departures from the same;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and

prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2022 and of the profit of the company for the year ended on that date;

c. The Directors had taken proper and sufficient care for the 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 fraud and other irregularities;

d. The Directors had prepared the annual accounts of the Company on a going concern basis;

e. The Directors had laid down the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, the prevention of and detection of fraud and errors, the accuracy & completeness of the accounting records and the timely preparation of reliable financial disclosures.

The Company had appointed M/s Ernst & Young for the above purpose.

APPOINTMENT/ RE-APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND RESIGNATIONS/ COMPLETION OF TENURES BY THE DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year 2021-22, there were following changes in the composition of Board of Directors of the Company:

Sr.

No.

Name of Director

Joining/

Cessation

Date of joining/ Cessation

1

Shri Deepak Amitabh

Cessation

November 05, 2021

2

Shri Ajit Kumar

Cessation

April 08, 2021

3

Shri Mritunjay Kumar Narayan

Cessation

December 07, 2021

4

Ms. Renu Narang

Cessation

February 16, 2022

5

Shri Anil Kumar Gautam

Cessation

June 17, 2021

6

Shri Vinod Kumar Maini

Cessation

January 01, 2022

7

Shri Harjeet Singh Puri

Cessation

July 15, 2021

8

Shri Himanshu Shekhar

Appointment

December 31, 2021

9

Shri Raghuraj Madhav Rajendran

Appointment

January 27, 2022

10

Ms. Sangeeta Kaushik

Appointment

February 18, 2022

11

Shri Rakesh Kacker

Resignation

January 21, 2022

12

Shri Devendra Swaroop Saksena

Re-appointment

July 30, 2021

13

Shri Vinod Kumar Maini

Appointment

July 26, 2021

14

Ms. Renu Narang

Appointment

June 17, 2021

As per the provisions of the Companies Act, Shri Rajib Kumar Mishra (DIN: 06836268) and Smt. Parminder Chopra (DIN: 08530587), Director would retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Board recommends his re-appointment.

DETAILS OF BOARD MEETINGS

During the financial year ended 31st March 2022, the Board met eleven (11) times. The details of Board meetings are mentioned in Corporate Governance Report as annexed with this report. The intervening gap between any two meetings was within the period prescribed by the Act and Listing Regulations.

For further details in respect of Composition, number and attendance of each director in various Committees of Board as required in accordance with Secretarial Standard-1 on Board Meetings and Listing Regulations, please refer to the Corporate Governance Report of this Annual Report.

COMMITTEES OF THE BOARD

As on March 31, 2022, the Board had all Statutory Committees i.e. the Audit Committee, the Nomination & Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee, Risk Management Committee and other Committees of Group of Directors formed from time to time for specific purposes. The full details are available in the Corporate Governance Report.

AUDIT COMMITTEE

The Company has duly constituted an Audit Committee, whose detailed composition and powers are provided in the Corporate Governance Report. There were no recommendations of the Audit Committee which have not been accepted by the Board during the financial year.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Act, that he/she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 25 of the Listing Regulation. The Independent Directors have also confirmed that they have complied with the Company’s code of conduct for Directors and Senior Management Personnel.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA’). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA. The Independent Directors, whosoever is required, shall undertake the said proficiency test.

In the opinion of the Board all independent directors possess strong sense of integrity and having requisite experience, qualification and expertise and are independent of the management. For further details, please refer Corporate Governance report.

BOARD EVALUATION

The performance evaluation process and related tools are reviewed by the “Nomination & Remuneration Committee” on a need basis, and the Committee may periodically seek independent external advice in relation to the process. The Committee may amend the Policy, if required, to ascertain its appropriateness as per the needs of the Company from time to time.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual directors, which includes criteria for performance evaluation of the non-executive and executive directors. The overall effectiveness of the Board is measured on the basis of the ratings obtained by each Director and accordingly the Board decides the Appointments, Re-appointments and Removal of the non-performing Directors of the Company. On the basis of Policy for Performance Evaluation of Independent Directors, a process of evaluation is being followed by the Board for its own performance and that of its Committees and individual Directors.

The exercise was carried through a structured evaluation process covering various aspects of the Board including committees and every Directors functioning such as composition of Board and committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. A questionnaire formed key part of the evaluation process for reviewing the functioning and effectiveness of the Board.

Board members had submitted their response for evaluating the entire Board, respective committees of which they are members and of their peer Board members, including Chairman of the Board.

The evaluation process focused on various aspects of the Board and Committees functioning such as structure, composition, quality, board meeting practices and overall Board effectiveness. The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Independent Directors had a separate meeting held on 16th September 2021. No Directors other than Independent Directors had attended this meeting. Independent Directors discussed inter-alia the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and NonExecutive Directors and took note of the quality, quantity and timeliness of flow of information between the company management and the Board.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

OUTCOME OF EVALUATION PROCESS

The Board was satisfied with the professional expertise and knowledge of each of its Directors. All the Directors effectively contributed to the decision making process by the Board. Further, all the Committees were duly constituted and were functioning effectively. The Board also expressed its satisfaction in relation to the provision of supporting documents to the Board enabling it to assess the policy & procedural requirements for proper functioning of the Company. The Board expressed its satisfaction with the decision making and decision implementing procedure followed by it. The Directors express their satisfaction with the evaluation process.

REMUNERATION POLICY

Your Company has in place a policy known as ‘Nomination & Remuneration Policy’ for selection and appointment of Directors, Senior Management, and their remuneration. The Policy includes criteria for determining qualification, positive attributes & independence. The Company aspires to pay performance linked remuneration to its WTDs/CMD. It is ensured that the remuneration is determined in a way that there exists a fine balance between fixed and variable pay. The Policy of the Company on Nomination and Remuneration & Board Diversity is placed on the website of the Company at https://ptcindia.com/ wp-content/uploads/2019/07/Policy-on-Nomination-and-Remuneration-Board-Diversity-Policy.pdf

There was no change carried in the policy during year under review.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity, and ethical behavior. In compliance with requirements of Act & Listing Regulations, the Company has established a mechanism under its Whistle Blower Policy for employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. Whistleblowing is the confidential disclosure by an individual of any concern encountered in the workplace relating to a perceived wrongdoing. The policy has been framed to enforce controls so as to provide a system of detection, reporting, prevention and appropriate dealing of issues relating to fraud, unethical behavior etc. The policy provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. During the year under review, no complaints were received by the Board or Audit Committee.

The whistle blower policy of the Company is available at the link https://ptcindia.com/wp-content/uploads/2019/07/Whistle-Blower-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, PTC India Limited (PTC) is committed to ensure its contribution to the welfare of the communities in the society where it operates, through its various Corporate Social Responsibility (“CSR”) initiatives.

The objective of PTC’s CSR Policy is to consistently pursue the concept of integrated development of the society in an economically, socially and environmentally sustainable manner and at the same time recognize the interests of all its stakeholders. In order to accomplish this objective professionally, the Company has formed a Trust named the PTC Foundation Trust (PFT) for execution of the CSR initiatives of the Company. The Company has adopted a new CSR policy during year under review.

To attain its CSR objectives in a professional and integrated manner, PTC shall undertake the CSR activities as specified under the Act.

Currently, the composition of the CSR Committee consists of Shri Devendra Swaroop Saksena, Independent Director, Shri Ramesh Narain Misra, Independent Director and Shri Vinod Kumar Singh, Non-Executive Nominee Director and Ms. Sangeeta Kaushik, Non-Executive Nominee Director.

The CSR Policy is available at the link: https://ptcindia.com/wp-content/ uploads/2019/07/corporate-social-responsibility-policy.pdf

Further, the Annual Report on CSR Activities/ Initiatives including all requisite details is annexed with this report at Annexure 2.

RISK MANAGEMENT POLICY

Your Company has developed and implemented a risk management framework that includes the identification of elements of risk which in the opinion of the Board may threaten the existence of the Company. A group Risk Management Policy has been approved. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in evaluating, resolving and reporting risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, including the development of a Risk Matrix for each business. Tools like the Risk Matrix will guide decisions on risk related issues. Shri Rajiv Malhotra is the Group Chief Risk Officer (CRO).

BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Regulations, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186

Details of loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the financial statements provided in this Annual Report.

ANNUAL RETURN

In accordance with the provisions of section 92(3) and 134 (3)(a) of the Act, the Annual Return of the Company is available at: https://www.ptcindia.com/wp-content/uploads/2022/11/PTC Annual Return FY 2021-22.pdf

STATUTORY AUDITORS

M/s T.R. Chadha & Co. LLP, Chartered Accountants (ICAI Registration no. 006711N/N500028), B-30, Connaught Place, Kuthiala Building, New Delhi-110001, were appointed as the Statutory Auditor of the Company, in place of M/s K.G. Somani & Co., Chartered Accountants, retiring Statutory Auditors of the Company, for a period of 5 years till the conclusion of AGM of 2026 of the Company at a remuneration of INR 12,25,000/ (Rupees Twelve Lakhs Twenty Five Thousand only) to conduct the audit from FY 2021-22 payable in one or more instalments plus applicable tax. The remuneration for subsequent years i.e. from FY 2022-23 to FY 2025-26 may be determined by the Board of Directors of the Company from time to time on the recommendation of the Audit Committee.

The Statutory Auditors have audited the financial statements of the Company for the financial year ended 31st March 2022 and the same is being placed before members at the ensuing Annual General Meeting for their approval.

The Standalone Auditors’ Report for FY 2021-22 is self- explanatory and does not contain any qualification, reservation or adverse remark. The Statutory Auditors of PFS has given a qualified opinion on its financial results. PFS being a material subsidiary, the Statutory Auditors of the Company has also given a

qualified report on Consolidated Financial results of Company on similar lines. The Auditors’ Reports are enclosed with the financial statements in this Annual Report.

During the period under review, no incident of fraud was reported by the Statutory Auditors pursuant to Section 143(12) of the Companies Act 2013.

INTERNAL AUDITORS

M/s. Ravi Rajan & Co., the existing Internal Auditors has a tenure of three financial years upto FY 2023-24. Reports for the year were submitted to the Audit Committee & Board.

COST AUDITORS

Cost audit is not applicable to the Company.

SECRETARIAL AUDITORS

As required under Section 204 of the Act and Rules made there under, the Board has appointed M/s. Agarwal S. Associates, Practicing Company Secretaries as secretarial auditor of the Company for the financial year 2021-22.

The Secretarial Audit Report for FY 2021-22 does not contain any qualification, reservation or adverse remark except those mentioned in their report.

In this connection this is to clarify that the vacancy arose in the office of independent director on 20th Dec’20 which was not filled within the statutory period of 3 months i.e. up to 19th Mar’21. One of the whole-time director of the company attained the superannuation and retired on 7th April, 2021, which made the composition of the Board of Directors of the Company in compliance with the terms of Listing Regulations w.e.f. 8th April, 2021.

The NSE and BSE have levied monetary fine for non-compliance under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 for the quarter ended December, 2021.

Further, the Secretarial Audit Report is annexed to the Board’s Report at

Annexure 3.

Further, the Secretarial Audit Report of PTC Energy Limited, unlisted subsidiary, is annexed to Board’s report at Annexure 4.

Your Board hereby affirms that it gives immense importance to the Corporate Governance norms issued by the SEBI in the Listing Regulations and always endeavors to achieve the highest standard of Governance in the Company.

HUMAN RESOURCES

In any service industry, employees form the core of an organization. The management of your organization understands the importance of its core resource and invests a significant portion of its time in engaging, developing and retention of employees. Your Company is committed to and has always maintained gender diversity & equality in the organization. The employee engagement platform is framed on the objective of inclusiveness. The company encourages participation of employees in social activities and to provide healthy work environment wherein every employee can develop his/her own strengths and deliver expertise to achieve the overall objective of the organization.

Industrial relations - Healthy, cordial, and harmonious industrial relations are being maintained at all times and all levels by your Company.

CORPORATE GOVERNANCE

A separate report on corporate governance, along with a certificate from the Practicing Company Secretary regarding the compliance of conditions of corporate governance norms as stipulated under Listing Regulations is annexed and forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis on matters related to the business performance as stipulated in the SEBI (LODR) Regulations, 2015 is given as a separate section in the Annual Report.

DOMESTIC POWER TRADING

Your Company has completed another significant year of its operations. In this financial year, PTC has been appointed as an aggregator by TANGEDCO for procurement of power under medium term. In this financial year, the company has maintained its leadership position in the industry by registering growth in trading volumes w.r.t. previous year despite several changes in the market. Volumes of the Company have grown by maintaining continuous interactions with customers, providing innovative solutions and managing the key power portfolios of some states. Your Company remains the front runner in the power trading market.

PTC has achieved the highest trading volume of 87,515 MUs during 2021-22 against the previous year’s volume of 80,042 MUs with an annualized growth of around 9.34%. PTC achieved short-term trading volume of 51,934 MUs (Previous year 40,070 MUs) during 2021-22 with a growth of around 29.6% over the previous year. Further, PTC has achieved long & medium-term trading volumes 35,569 MUs. PTC managed to retain its leadership position in terms of the overall trading volumes in the power trading market.

PTC’s volume on power exchanges during 2021-22 reached 44,634 MUs against the previous year figure of 34,536 MUs which has seen an increase of around 29.24% over the previous year. Due to Covid affected demand volatility, higher traded volume through exchange was witnessed.

PTC had sustained its presence in the portfolio management of power business for the utilities segment under various arrangements with government owned utilities. The arrangements mandate PTC for sale / purchase of power for the respective utilities under bilateral, power exchanges and banking arrangements. PTC has also successfully ventured into the role of a holistic solution provider by assisting utilities in their day to day demand- supply assessment, price forecasting, market assessment and optimizing the overall power portfolio of the state.

Long Term Agreements for Purchase of powerPOWER PURCHASE AGREEMENTS

PTC has in its portfolio Long-term Power Purchase Agreements (PPAs) with the generators for a cumulative capacity of around 10 GW for further sale of power to Discoms which includes Cross-Border power trade and most of them are already tied-up. The projects are based on domestic coal, imported coal, gas, hydro and renewable energy resources.

AGREEMENTS FOR SALE OF POWER

Earlier, PTC has been selected as an aggregator by the PFC Consulting (Nodal Agency) under the Pilot Scheme-II of Central Government for procurement of power by Distribution Licensees (Discoms) from coal based thermal power plants for a period of three (3) years under Medium-term. In the current financial year, PTC as an aggregator had signed the Agreements for Procurement of Power with successful bidders and back to back Power Supply Agreements with the Distribution Licensees for available capacity of 820 MW. The power supply for part capacity has already commenced in the current financial year.

In the current financial year, TANGEDCO has appointed PTC as an aggregator for procurement of 1500 MW power under medium term for 5 years Subsequently, TANGEDCO had conducted the competitive bidding process on 09.02.2022 and four generators with aggregate quantum of 627 MW have been declared as successful bidders and LOAs have been placed.

The Pilot Scheme-I got operational with a total quantum of 1900 MW being supplied from 7 generators and tied up with 5 State Discoms. The scheme will complete its tenure in phases up to December 2022.

CROSS BORDER POWER TRADE

In the current year, Cross-border trade with Bhutan witnessed a volume of 7676 MUs inclusive of first power trade transaction of 240.1 MUs to Bhutan during the winter months on an Indian Power Exchange. Also, Trade with Nepal witnessed a volume of 194.90 MUs.

In the current year, PTC has conducted Bhutan’s first power trade transaction on an Indian Power Exchange and has supplied 240.1 MUs to Bhutan in FY 2021-22 during the winter months.

PTC has supplied a total of 412.55 MUs in FY 2021-22 to BPDB under the Longterm contract for 200 MW capacity.

Cross-border transactions remain a vital part of our portfolio with total volume of 8283.5 MUs and we expect to increase the transactions going forward.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The particulars relating to conservation of energy, technology absorption are not applicable.

(A) Foreign exchange earnings and Outgo:

Information about the foreign exchange earnings and outgo, as required to be given under Section 134(3) (m) of the Act read with sub rule 3 of Rule 8 of the Companies (Accounts) Rules, 2014, is given as follows:

S. No.

Particulars

For the year ended 31.03.2022

1.

Expenditure in Foreign Currency

INR 1.00 Cr.

2.

Earning in Foreign Currency

INR 218.48 Cr.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached to the Directors’ Report at Annexure 5.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL), ACT 2013

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. This policy may be accessed on the Company’s website i.e. www.ptcindia.com .

Internal Complaints Committee has been set up as required under Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, inter-alia, to redress complaints received regarding sexual harassment. All employees (permanent, Contractual, temporary, trainees) are covered under this policy. The Company has not received any sexual harassment complaints during the year 2020-21/ 2021-22.

OTHER DISCLOSURES

i) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed during the year under review by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

ii) TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the

Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM, with the Ministry of Corporate Affairs. During the period under review, the Company has transferred dividend of INR 17,65,660 which were unclaimed for seven years or more and lying in ‘unpaid/ unclaimed dividend A/c’ for such period to IEPF account. Further, 11,592 equity shares, in respect of which said unclaimed dividend has been transferred to IEPF account, have also been transferred to the IEPF account.

iii) DEPOSITS

Your Company has not accepted any deposits from public in terms of provisions of Companies Act, 2013. Thus, no disclosure is required relating to deposits under Chapter V of Companies Act, 2013.

iv) COMPLIANCE WITH SECRETARIAL STANDARD ON BOARD AND GENERAL MEETINGS

During the period under review, the Company has complied with the Secretarial Standards 1 & 2 as issued by the Institute of Company Secretaries of India.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

^ Issue of equity shares with differential rights as to dividend, voting or

otherwise.

^ Issue of shares (including sweat equity shares) to employees of the Company

under any scheme.

^ Neither Managing Director nor the Whole-time Directors of the Company

receive any remuneration or commission from any of its subsidiaries.

Your Directors further state that there are no specific disclosures required under details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

Further, no application was filed under the Insolvency and Bankruptcy Code, 2016 during the year.

CAUTIONARY STATEMENT

Statements in this “Director’s Report” & “Management Discussion and Analysis” describing the Company’s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations including raw material/ fuel availability and its prices, cyclical demand and pricing in the Company’s principal markets, changes in the Government regulations, tax regimes, economic developments within India and the Countries in which the Company conducts business and other ancillary factors.

APPRECIATION AND ACKNOWLEDGEMENT

The directors take this opportunity to express their deep sense of gratitude to the Promoters, Shareholders, Central and State Governments and their departments, Regulators, Central Electricity Authority, banks and the local authorities for their continued guidance and support.

Your directors would also like to record its appreciation for the support and cooperation your Company has been receiving from its clients and everyone associated with the Company.

Your directors place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as an industry leader.

And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

For and on behalf of the Board

Sd/-

(Rajib Kumar Mishra)

Date: 6th Dec., 2022 Chairman & Managing Director (Addl. Charge)

Place: New Delhi. DIN: 06836268


Mar 31, 2018

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company (‘the Company’ or ‘PTC India Limited’) along with the audited financial Statements of the Company and its subsidiaries for the financial year ended March 31, 2018.

FINANCIAL PERFORMANCE

The summarized standalone and consolidated results of your Company (and its subsidiaries) are given in the table below.

Rs. in Crore

Particulars

Financial Year Ended

Standalone

Consolidated

31/03/2018

31/03/2017

31/03/2018

31/03/2017

Total Income

18,392.15

14,312.82

19,786.60

15513.47

Profit / (Loss) before Interest, Depreciation & Tax (EBITDA) excluding OCI & after minority interest)

564.90

546.31

1,665.48

1592.82

Finance Charges

117.28

134.59

944.37

799.73

Depreciation

2.85

2.71

97.44

21.24

“Provision for Income Tax (including for earlier years)”

125.57

118.14

219.70

266.04

Net Profit / (Loss) after tax (after minority interest)

319.20

290.87

355.35

414.72

Profit / (loss) brought forward from previous year

691.35

562.32

1,114.85

864.22

Amount transferred to General Reserve

71.70

81.01

71.70

81.01

Dividend paid (including dividend tax)

94.13

80.83

106.88

89.75

Transferred to special reserve

-

-

41.35

46.08

Transferred to Statutory reserve

-

-

3.21

44.89

Re-measurement of post-employment benefit obligation, net of tax

-

-

0.10

0.04

Adjustment on consolidation

-

-

-

(31.82)

Transferred from reserve for equity instrument through OCI

-

(65.86)

Profit / (loss) carried to Balance Sheet

844.72

691.35

1,246.96

1,114.85

Other comprehensive income (after minority interest)

(80.21)

(20.85)

(157.99)

(41.56)

Total comprehensive income

238.99

270.02

197.36

373.16

*previous year figures have been regrouped/rearranged wherever necessary.

RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

The trading volumes were higher by 18% this year at 57018 MUs as against 48320 MUs during the previous year. With a turnover of Rs.18,392.15 Crore (including other income) for the year 2017-18 as against Rs.14312.82 Crore (including other income) in the Financial Year 2016-17, your Company has earned a Profit After Tax of Rs.319.20 Crore as against Rs.290.87 Crore in the previous year.

Your Company has two subsidiaries, namely PTC India Financial Services Limited (PFS) and PTC Energy Limited (PEL). The consolidated turnover of the group is Rs.19,786.60 Crore for the Financial Year 2017-18 as against Rs.15513.47 Crore for the Financial Year 2016-17. The consolidated Profit after Tax of the Group is Rs.355.35 Crore for the Financial Year 2017-18 as against Rs.414.72 crores for the Financial Year 2016-17.

RESERVES

Out of the profits of the Company, a sum of Rs.71.70 Crore has been transferred to General Reserves during the Financial Year and total reserves and surplus of the Company are Rs.2923.73 Crore (including securities premium) as on 31st March 2018.

DIVIDEND

The Board of Directors of your Company are pleased to recommend for your consideration and approval, a dividend @ 40% for the Financial Year 2017-18 i.e. Rs.4 per equity share of Rs.10 each. The dividend, if approved, at ensuing Annual General Meeting will absorb Rs.142.74 Crore including Dividend Distribution Tax amounting to Rs.24.34 Crore.

The dividend will be paid to the members whose names appear in the Register of Members as on a record date and in respect of shares held in dematerialized form whose names are furnished by National Securities Depositories Limited (NSDL) and Central Depository (India) Limited (CDSL) as beneficial owners as on record date.

NET WORTH AND EARNINGS PER SHARE (EPS)

As on 31st March 2018, net worth of your Company aggregates to Rs.3219.74 Crore as compared to Rs.3,074.88 Crore for the previous Financial Year thereby registering a growth of 4.71%.

EPS of the Company for the year ended 31st March, 2018 stands at Rs.10.78 in comparison to Rs.9.83 for the Financial Year ended 31st March, 2017.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statement relates (i.e. 31st March, 2018) and on the date of this report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

CHANGES IN CAPITAL STRUCTURE

During the period under review, no change has taken place with regard to capital structure of the Company.

As on 31st March 2018, PTC has Authorized Share Capital of Rs.750, 00, 00,000 and paid-up share capital of Rs.296,00,83,210/- divided into 29,60,08,321 equity shares of ‘10 each. The equity shares of your Company are listed on the ‘BSE Limited’ (BSE) and ‘National Stock Exchange of India Ltd.’ (NSE). The promoters i.e. NTPC Ltd. (NTPC), Power Grid Corporation of India Ltd. (POWERGRID), Power Finance Corporation Ltd. (PFC) and NHPC Ltd. (NHPC) individually hold 4.05% each or 16.20% collectively of the paid-up and subscribed equity share capital of your Company and the balance of 83.80% of the paid-up and subscribed equity share capital of your Company is held by Power Sector Entities, Financial Institutions, Life Insurance Corporation of India, other Insurance Companies, Banking Institutions, Corporations, Investment Companies, Foreign Institutional Investors, Private Utilities and others including public at large.

HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Pursuant to sub-section (3) of section 129 of the Companies Act, 2013 (“the Act”), the statement containing the salient features of the financial statement of a company’s subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given in Form AOC-1 as Annexure 1.

Holding Company

The Company does not have any holding company.

Subsidiary Companies

PTC India Financial Services Limited

PTC India Financial Services Limited (PFS) is a subsidiary of your Company wherein PTC holds 65% stake and invested Rs.754.77 crore. PFS is listed on NSE & BSE and has been classified as Infrastructure Finance Company (IFC) by the Reserve Bank of India. PFS recorded revenue of Rs.1,189.63 Crores during FY 18, which is lower by 11.93% as compared to last year’s revenue of Rs.1,350.79 Crores. Last year’s revenue includes Rs.147.15 Crores as profit on sale & dividend income from investment. Interest income for FY18 remained constant at Rs.1,112.75 Crores as against previous year’s Rs.1,113.69 Crores. The profit before tax and profit after tax for FY18 stood at Rs.104.94 Crores and Rs.24.70 Crores respectively. Earnings per share for financial year stood at ‘0.38 per share.

PTC Energy Limited (PEL)

PEL is a wholly owned subsidiary of your Company wherein PTC holds 100% stake and invested Rs.654.12 crore. PEL has renewable energy portfolio of 288.8 MW consisting of 50 MW wind power projects in Madhya Pradesh, 50 MW wind power project in Karnataka and 188.8 MW wind power projects in Andhra Pradesh. During the year, PEL has recorded total income of Rs.281.75 crore (Previous year Rs.47.19 crore)

The Policy for Determining Material Subsidiaries as approved by the Board is available on the company’s website at the link: http://ptcindia.com/statutory_ information/Policy-on-Determining-Material-Subsidiaries.pdf.

INVESTMENT IN OTHER COMPANIES (Amount released up to 31” March 2018)

- Your Company has executed Equity Subscription Agreement (ESA) for investment in Athena Energy Ventures Private Limited (AEVPL). PTC has released Rs.150 crore. The other investors in this Company are Athena Group. PTC has made a total provision of Rs.131.42 Crore towards the investment (Provision of Rs.32.55 Crore and Rs.98.87 Crore towards this investment were made during FY 2016-17 and FY 2017-18 respectively).

- Your Company had made an investment of Rs.37.55 crore in Krishna Godavari Power Utilities Limited. However, due to slow progress and other issues, provision was made for entire amount of Rs.37.55 Crores during FY 2015-16.

- Teesta Urja Limited (TUL) has implement a project of 1200 MW Teesta III Hydro Electric Project and the company invested a sum of Rs.224.33 crores in equity of TUL. Majority stake of TUL is held by Govt. of Sikkim (GoS) and the shareholding of PTC in TUL is 6.89%. As on 31/03/2018, the company has carried out fair valuation of investment in TUL and same stood as Rs.184.55 Crore as against Rs.165.65 Crore of previous year

- Your Company has equity in M/s. Chenab Valley Power Projects Private Limited (CVPPPL) with NHPC and JKSPDC and as of now PTC has released approx. Rs.4 Crores.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

The Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions as approved by the Board is available on the company’s website at the link http://ptcindia.com/statutory_information/ Policy-on-materiality-of-Related-Party-Transactions-and-also-on-dealing-with-Related-Party-Transactions.pdf.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of your Company confirms that:

a. In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit of the company for the year ended on that date;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts of the Company on a going concern basis;

e. The Directors had laid down the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONSOLIDATED FINANCIAL STATEMENTS

The Company adopted Indian Accounting Standard (Ind-AS) from April 1, 2016 and accordingly, the Consolidated Financial Statements have been prepared in accordance with the Accounting Standard notified under Section 133 of the Companies Act, 2013 and the relevant rules issued thereunder read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘SEBI (LODR) Regulations, 2015’) and the other accounting principles generally accepted in India. The Consolidated Financial Statements form part of the Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, the prevention of and detection of fraud and errors, the accuracy & completeness of the accounting records and the timely preparation of reliable financial disclosures.

The Company has appointed M/s. Grant Thornton for the above purpose.

DIRECTORS & KEY MANAGERIAL PERSONNEL RE - APPOINTMENT OF DIRECTORS

As per the provisions of the Companies Act, Shri Ravi P. Singh and Shri C. Gangopadhyay, Directors would retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. The Board recommends their re-appointment.

RESIGNATIONS/ COMPLETION OF TENURES

- Shri Arun Kumar, Whole time Director has superannuated and ceased to be a Director w.e.f December 14, 2017.

- Shri Anil Razdan, Shri Dhirendra Swarup and Shri Harbans Lai Bajaj, Independent Directors had completed their tenure on January 08, 2018.

- Shri Kulamani Biswal has ceased to be the Nominee Director of NTPC w.e.f. December 19, 2017.

- Smt. Jyoti Arora, nominee ofMinistry ofPower, Government of India has completed her present tenure with Central Government and ceased to be a Director w.e.f. July 6, 2017.

- Shri K.P. Gupta has ceased to be the Nominee Director of NTPC w.e.f. July, 31, 2018.

APPOINTMENTS

- Appointment of Shri Arun Kumar Verma as nominee of Ministry of Power, Government of India effective from August 10, 2017.

- Appointment of Ms. Bharti Prasad and Ms. Sushama Nath as Independent Directors effective from December 20, 2017.

- Appointment of Shri Kalyan Prasad Gupta as Nominee of NTPC effective from January 01, 2018.

- Appointment of Shri Sutirtha Bhattachrya as an Independent Director effective from June 07, 2018.

- Appointment of Shri Devendra Swaroop Saksena as an Independent Director effective from July, 30, 2018.

- Appointment of Shri A.K. Gupta as Nominee of NTPC effective from August 7, 2018.

Further, Shri Pankaj Goel is CFO w.e.f. 21st April 2018.

DETAILS OF BOARD MEETINGS

The Board met six (6) times during the financial year ended on March 31, 2018. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”).

For further details in respect of Composition, number and attendance of each director in various Committees of Board as required in accordance with Secretarial Standard-1 on Board Meetings and Listing Regulations, please refer Corporate Governance Report of this Annual Report.

COMMITTEES OF THE BOARD

As on March 31, 2018, the Board had Committees i.e. the Audit Committee, the Nomination & Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholder’s Relationship Committee. The full details are available in Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulation.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Familiarization Programme Module for Independent Directors is put up on the website of the Company at the link: http://ptcindia.com/statutory_ information/FAMILIARISATION-PROGRAMME-MODULE.pdf.

BOARD EVALUATION

The performance evaluation process and related tools are reviewed by the “Nomination & Remuneration Committee” on need basis, and the Committee may periodically seek independent external advice in relation to the process. The Committee may amend the Policy, if required, to ascertain its appropriateness as per the needs of the Company from time to time.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual directors, which includes criteria for performance evaluation of the non-executive and executive directors. The overall effectiveness of the Board is measured on the basis of the ratings obtained by each Director and accordingly the Board decides the Appointments, Re-appointments and Removal of the non-performing Directors of the Company. On the basis of Policy for Performance Evaluation of Independent Directors, a process of evaluation is being followed by the Board for evaluating its own performance and that of its Committees and individual Directors.

REMUNERATION POLICY

Your Company has in place a policy known as ‘Nomination & Remuneration Policy’ for selection and appointment of Directors, Senior Management and their remuneration. The Policy includes criteria for determining qualification, positive attributes & independence. The Company aspires to pay performance linked remuneration to its WTDs/CMD. It is ensured that the remuneration is determined in a way that there exists a fine balance between fixed and variable pay. The Policy of the Company on Nomination and Remuneration & Board Diversity is also placed on the website of the Company i.e. www.ptcindia.com and is also annexed to this report at Annexure 2.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. In compliance with requirements of Companies Act, 2013 & Listing Regulations, the Company has established a mechanism under its Whistle Blower Policy for employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. Whistle blowing is the confidential disclosure by an individual of any concern encountered in the workplace relating to a perceived wrongdoing. The policy has been framed to enforce controls so as to provide a system of detection, reporting, prevention and appropriate dealing of issues relating to fraud, unethical behavior etc. The policy provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. During the year under review, no complaints were received by the Board or Audit Committee.

The whistle blower policy of the Company is available at the link http://www. ptcindia.com/common/Whistle-Blower-Policy.pdf and is also annexed herewith as Annexure 3.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, PTC India Limited (PTC) is committed to ensure its contribution to the welfare of the communities in the society where it operates, through its various Corporate Social Responsibility (“CSR”) initiatives.

The objective of PTC’s CSR Policy is to consistently pursue the concept of integrated development of the society in an economically, socially and environmentally sustainable manner and at the same time recognize the interests of all its stakeholders.

To attain its CSR objectives in a professional and integrated manner, PTC shall undertake the CSR activities as specified under the Act.

The composition of the CSR Committee consists of Smt. Bharti Prasad, Independent Director, Shri D.S. Saksena, Independent Director, Shri Chinmoy Gangopadhyay, Non- Executive Director and Shri Deepak Amitabh, Executive Director.

The CSR Policy is available at the link: http://www.ptcindia.com/pdf/corporate-social-responsibility-policy.pdf and the policy is also enclosed herewith as Annexure 4.

Further, the report on CSR Activities/ Initiatives is attached with this report at Annexure 5.

RISK MANAGEMENT POLICY

Your Company has developed and implemented a risk management framework that includes the identification of elements of risk which in the opinion of the Board may threaten the existence of the Company. A group Risk Management Policy has been approved. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in evaluating, resolving and reporting risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, including the development of a Risk Matrix for each business. Tools like the Risk Matrix will guide decisions on risk related issues. Shri Rajiv Malhotra is Group Chief Risk Officer (CRO).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements (Standalone) provided in this Annual Report.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 (‘the Act’) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT-9 is Annexed with this report at Annexure 6.

STATUTORY AUDITORS

M/s K.G. Somani & Co., Chartered Accountants, were appointed as Statutory Auditors of your Company in the 17th Annual General Meeting of the Company for a period of five years till conclusion of 22nd Annual General Meeting of the Company subject to the annual ratification in every Annual General Meeting. Now as per the Companies (Amendment) Act, 2017, the provisions of ratification of appointment of Statutory Auditor have been done away with and there is no requirement of ratification till the expiry of the term of the Statutory Auditor.

The Statutory Auditors have audited the Accounts of the Company for the financial year ended 31st March 2018 and the same is being placed before members at the ensuing Annual General Meeting for their approval.

The Auditors’ Report for FY 2017-18 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

During the period under review, no incident of fraud was reported by the Statutory Auditors pursuant to Section 143(12) of the Companies Act 2013.

INTERNAL AUDITORS

M/s. GSA Associates & Co., Chartered Accountants, New Delhi were appointed as Internal Auditors of the Company for the Financial Year 2017-18 and their reports for the year were submitted to the Audit Committee & Board.

COST AUDITORS

Cost audit is not applicable to the Company.

SECRETARIAL AUDITORS

As required under Section 204 of the Companies Act, 2013 and Rules made there under, the Board has appointed M/s. Agarwal S. Associates, Practicing Company Secretaries as secretarial auditor of the Company for the financial year 2017-18.

The Secretarial Audit Report for FY 2018 does not contain any qualification, reservation or adverse remark except that the composition of Board is not in line with SEBI regulations. The Secretarial Audit Report is enclosed to the Board’s Report at Annexure 7.

Your Board hereby affirms that it gives immense importance to the Corporate Governance norms issued by the SEBI in the Listing Regulations, 2015 and always endeavor to achieve the highest standard of Governance in the Company. PTC India has complied with all the provisions of Corporate Governance norms except the composition of the Board of Directo is not in line with the SEBI regulations and the Board is in process to induct the required number of Independent Directors to comply with the said Regulations.

HUMAN RESOURCES

In any service enterprise, employees form the core of an organization. Your company recognizes the vitality of this stakeholder. A significant portion of management focus is invested in engaging, developing and on retention of employees. Your company also maintained gender diversity in the Organisation. The employee engagement platform are being framed on the objective of inclusiveness. The company encourages participation of employees in social activities and to provide healthy work environment wherein every employee can develop his/her own strength and deliver expertise to achieve the overall objective of the Organisation.

Industrial relations

Your company has always maintained healthy, cordial, and harmonious industrial relations at all levels.

CORPORATE GOVERNANCE

A separate report on corporate governance, along with a certificate from the Practicing Company Secretary in practice regarding the compliance of conditions of corporate governance norms as stipulated under SEBI (LODR) Regulations, 2015, given as a separate section in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis on matters related to the business performance as stipulated in the SEBI (LODR) Regulations, 2015 is given as a separate section in the Annual Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective given as a separate section in the Annual Report.

Domestic Power Trading

Your Company has completed another significant year of its operations. The Financial year 2017-18 has been a year of growth towards addition of Renewable energy (i.e. Wind, Solar etc.) as Govt. of India has identified power sector as a key sector of focus so as to promote sustained industrial growth. The annual growth rate in renewable energy generation has been estimated to be 27% and 18% for conventional energy. In this financial year, the company has maintained its leadership position in the industry by registering substantial growth in trading volume w.r.t. previous year despite several changes in the market dynamics. Volumes of the company have grown by maintaining the continuous interaction with customers, providing innovative solutions and managing the key power portfolio of some states. Your Company remains the front runner in the power trading market.

PTC achieved the highest trading volume of 57018 MUs during 2017-18 against the previous year’s figure of 48320 MUs with an annualized growth of 18% over the previous year. PTC achieved Short term trading volume of 10583 MUs (Previous year 7931 MUs) during 2017-18 with a growth of 33% over the previous year. Further, PTC has achieved Long & Medium term trading volume of 21361 MUs (Pervious year 16840 MUs) during 2017-18 with a growth of 27% over the previous year. PTC managed to retain its top position with the overall trading volumes considering overall trading business.

PTC’s volume on power exchanges during 2017-18 reached 20351 MUs against the previous year figure of 17965 MUs which has seen an increase of 13% over the previous year.

PTC had sustained its presence in the portfolio management of power business for the Utilities segment as it maintained agreement with Jharkhand Bijli Vitran Nigam Limited, Bihar State Power Holding Company Limited, Haryana Power Purchase Centre, Government of Himachal Pradesh and New Delhi Municipal Council. The arrangements mandate PTC for sale / purchase of power for the respective utilities under bilateral, power exchanges and banking arrangements.

Long Term Agreements for Purchase of power

(A) Commissioned Projects

i. Power Projects commissioned before FY 2017-18: The existing Long-Term arrangements where power supply commenced before FY 2017-18: 3251 MW

ii. Power Projects commissioned during FY 2017-18: The Long-term arrangements where power supply commenced during FY 2017-18: 443 MW

iii. Power Projects expected to be commissioned in FY 2018-19: Pipeline of projects with long term arrangements which would commence power supply in FY 2018-19: 1450 MW.

(B) Power Purchase Agreements

PTC has in its portfolio long term Power Purchase Agreements (PPAs) with the generators for a cumulative capacity of about 11401 MW for further sale of power to Discoms which includes Cross-Border power trade. The projects are based on domestic coal, imported coal, gas, hydro and renewable energy resources.

(C) Agreements for Sale of Power

PTC has participated in the tender invited by SECI in FY 2016-17 for selection of power trader for sale of wind power under the Ministry of New Renewable Energy scheme for 1000 MW ISTS connected wind power projects, wherein PTC emerged as the successful bidder and LOI was placed on PTC. Subsequently, PTC has successfully executed the PPA with Generators and PSA with seven Discoms in FY 2017-18 for the entire quantum of 1049.9 MW.

PTC has participated in 100 MW medium term bid invited by Noida Power Company Limited in FY 2017-18, wherein PTC has emerged as successful bidder for entire 100 MW capacity and PPA/PSA has been signed with Utility/Generator.

PTC has also signed PPA with Haryana Discoms in FY 2017-18 for sale of additional quantum of 176 MW on long term basis from Karcham Wangtoo H.E. Project and the power supply has also commenced in December, 2017.

PTC has been appointed as Aggregator and PFC Consulting has been appointed Nodal Agency under the Guidelines for Procurement for power under Pilot Scheme for medium term issued by Ministry of Power in April, 2018 to facilitate procurement of 2500 MW for 3 years from generating companies having commissioned coal based power plants. The Nodal Agency has initiated the competitive bidding process under the Pilot Scheme and PTC as an Aggregator will sign the Agreement for Procurement of power with successful bidders and back to back Power Supply Agreement with the Distribution Licensee(s).

Cross Border Power Trade

Cross-border trade with Bhutan witnessed 4710 MUs for FY 2017-18. Also, Trade with Nepal witnessed 65.39 MUs.

PTC has participated in the 500 MW long term and medium terms bids invited by Bangladesh in FY 2017-18, wherein PTC has emerged as successful bidder for 200 MW capacity each in both Long term and medium term bids and LOIs have been placed on PTC.

In addition to the above, PTC continues to supply 250 MW power to Bangladesh Power Development Board (BPDB) from West Bengal State Electricity Distribution Company Limited. Accordingly, volume for this transaction for FY 2017-18 was 1877.92 MUs. In addition to this, PTC is also supplying 40 MW power to BPDB on medium term basis through competitive bidding and has supplied 308.69 MUs in FY 2017-18. Accordingly, total volume for these transactions for FY 2017-18 was 2186.61 MUs as compared to 2018.13 MUs last year.

Cross-border transactions remain a vital part of our portfolio and we continue to see an increase in volumes in the next year also.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The particulars relating to conservation of energy, technology absorption, are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the total foreign exchange used was Rs.1.77 Crore (Exp.) and the total foreign exchange earned was Rs.1074.58 Crore.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached to the Directors’ Report at Annexure 8.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL), ACT 2013

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. This policy may be accessed on the Company’s website i.e. www.ptcindia.com .

Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, Contractual, temporary, trainees) are covered under this policy. The Company has not received any sexual harassment complaints during the year 2017-18.

OTHER DISCLOSURES

i) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed during the year under review by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

ii) TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM, with the Ministry of Corporate Affairs. During the period under review, the Company has transferred dividend of Rs.6,78,240/-which were unclaimed for seven years or more and lied in ‘unpaid/ unclaimed dividend A/c’ for such period to IEPF account. Further, 39717 [numbers] equity shares, in respect of which said unclaimed dividend have been transferred to IEPF account.

iii) FIXED DEPOSITS

Your Company has not accepted any deposits from public in terms of provisions of Companies Act, 2013. Thus, no disclosure is required relating to deposits under Chapter V of Companies Act, 2013.

iv) Secretarial Standard

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India during the period under review.

GENERAL

Your Directors state that no disclosure or reporting in respect of the following items is required as there were no transactions on these items during the year under review:

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

- Neither Managing Director nor the Whole time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

CAUTIONARY STATEMENT

Statements in this “Director’s Report” & ”Management Discussion and Analysis” describing the Company’s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company’s operations including raw material/ fuel availability and its prices, cyclical demand and pricing in the Company’s principal markets, changes in the Government regulations, tax regimes, economic developments within India and the Countries in which the Company conducts business and other ancillary factors.

APPRECIATION AND ACKNOWLEDGEMENT

The directors take this opportunity to express their deep sense of gratitude to the Promoters, Shareholders, Central and State Governments and their departments, Regulators, Central Electricity Authority, banks and the local authorities for their continued guidance and support.

Your directors would also like to record its appreciation for the support and cooperation your Company has been receiving from its clients and everyone associated with the Company.

Your directors place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leader.

And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

For and on behalf of the Board

Sd/-

(Deepak Amitabh)

Place: New Delhi. (Chairman & Managing Director)

Date: 7th August, 2018 DIN: 01061535


Mar 31, 2017

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company (‘the Company’ or ‘PTC India Limited’) along with the audited financial Statements of the Company and its subsidiaries for the financial year ended March 31, 2017.

FINANCIAL PERFORMANCE

The summarized standalone and consolidated results of your Company (and its subsidiaries) are given in the table below.

Rs. in Crore

Particulars

Financial Year Ended

Standalone

Consolidated

31/03/2017

31/03/2016

31/03/2017

31/03/2016

Total Income

14,312.82

12,660.09

15513.47

13601.02

Profit / (Loss) before Interest, Depreciation & Tax (EBITDA) excluding OCI & after minority interest)

546.31

450.28

1592.80

1265.44

Finance Charges

134.59

102.62

799.71

630.91

Depreciation

2.71

3.53

21.24

10.15

Provision for Income Tax (including for earlier years)

118.14

109.70

266.04

218.12

Net Profit / (Loss) after tax

290.87

234.43

414.72

322.52

Profit / (loss) brought forward from previous year

562.32

469.48

864.22

666.12

Amount transferred to General Reserve

81.01

70.08

81.01

70.08

Dividend paid (including dividend tax)

80.83

71.51

89.75

78.38

Transferred to special reserve

-

-

46.08

34.98

Transferred to Statutory reserve

-

-

44.89

46.93

Re-measurement of post-employment benefit obligation, net of tax

-

-

0.04

0.04

Adjustment on consolidation

-

-

(31.82)

-

Transferred from share options o/s accounts

-

-

-

(0.15)

Transferred from reserve for equity instrument through OCI

-

-

(65.86)

(105.84)

Profit / (loss) carried to Balance Sheet

691.35

562.32

1,114.85

864.22

OCI (after minority interest)

(20.85)

0.03

(41.56)

6.91

Total other comprehensive income (after minority interest)

270.02

234.46

373.16

329.43

^previous year figures have been regrouped/rearranged wherever necessary.

RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

The trading volumes were higher by 14.04% this year at 48320 MUs as against 42372 MUs during the previous year. With a turnover of Rs.14312.82 Crore (including other income) for the year 2016-17 as against Rs.12660.09 Crore (including other income) in the Financial Year 2015-16, your Company has earned a Profit After Tax of Rs.290.87 Crore as against Rs.234.43 Crore in the previous year.

Your Company has two subsidiaries, namely PTC India Financial Services Limited (PFS) and PTC Energy Limited (PEL). The consolidated turnover of the group is Rs.15513.47 Crore for the Financial Year 2016-17 as against Rs.13601.02 Crore for the Financial Year 2015-16. The consolidated Profit after Tax of the Group is Rs.414.72 Crore for the Financial Year 2016-17 as against Rs.322.52 for the Financial Year 2015-16.

RESERVES

Out of the profits of the Company, a sum of Rs.81.01 Crore has been transferred to General Reserves during the Financial Year and total reserves and surplus of the Company are Rs.2778.87 Crore (including securities premium) as on 31st March 2017.

DIVIDEND

The Board of Directors of your Company are pleased to recommend for your consideration and approval, a dividend @ 30% for the Financial Year 2016-17 i.e. Rs.3 per equity share of Rs.10 each. The dividend, if approved, at ensuing Annual General Meeting will absorb Rs.106.86 Crore including Dividend Distribution Tax amounting to Rs.18.06 Crore.

The dividend will be paid to the members whose names appear in the Register of Members as on a record date and in respect of shares held in dematerialized form whose names are furnished by National Securities Depositories Limited (NSDL) and Central Depository (India) Limited (CDSL) as beneficial owners as on record date.

NET WORTH AND EARNINGS PER SHARE (EPS)

As on 31st March 2017, net worth of your Company aggregates to Rs.3,074.88 Crore as compared to Rs.2,885.69 Crore for the previous Financial Year thereby registering a growth of 6.56%

EPS of the Company for the year ended 31st March, 2017 stands at Rs.9.83 in comparison to Rs.7.92 for the Financial Year ended 31st March, 2016.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statement relates (i.e. 31stMarch, 2017) and on the date of this report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

CHANGES IN CAPITAL STRUCTURE

During the period under review, no change has taken place with regard to capital structure of the Company.

As on 31st March 2017, PTC has Authorized Share Capital of Rs.750, 00, 00,000 and paid-up share capital of Rs.296,00,83,210/- divided into 29,60,08,321 equity shares of Rs.10 each. The equity shares of your Company are listed on the ‘BSE Limited (BSE) and ‘National Stock Exchange of India Ltd.’ (NSE). The promoters i.e. NTPC Ltd. (NTPC), Power Grid Corporation of India Ltd. (POWERGRID), Power Finance Corporation Ltd. (PFC) and NHPC Ltd. (NHPC) individually hold 4.05% each or 16.20% collectively of the paid-up and subscribed equity share capital of your Company and the balance of 83.80% of the paid-up and subscribed equity share capital of your Company is held by Power Sector Entities, Financial Institutions, Life Insurance Corporation of India, other Insurance Companies, Banking Institutions, Corporations, Investment Companies, Foreign Institutional Investors, Private Utilities and others including public at large.

HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Pursuant to sub-section (3) of section 129 of the Companies Act, 2013 (“the Act”), the statement containing the salient features of the financial statement of a company’s subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given in Form AOC-1 as Annexure 1 .

Holding Company

The Company does not have any holding company.

Subsidiary Companies

PTC India Financial Services Limited

PTC India Financial Services Limited (PFS) is a subsidiary of PTC India Limited wherein PTC holds 65% stake and has invested Rs.754.77 Crore. PFS is listed on NSE and BSE and has been classified as Infrastructure Finance Company (IFC) by the Reserve Bank of India.

PFS has recorded revenue of Rs.1199.11 Crore during FY17 compared to revenue of Rs.971.72 Crore during FY16. Interest income for FY17 stood at Rs.1123.31 Crore compared to Rs.928 Crore during FY16, thus registering an increase of about 21.05%. The profit before tax and profit after tax for FY17 stood at Rs.406.52 Crore and Rs.260.18 Crore respectively. Net interest income increased to Rs.492.15, thereby recording a growth of over 15.55% during FY17.

The Board of Directors of PFS has recommended a dividend @ 15% i.e. Rs.1.5 per equity share of Rs.10/- each for the Financial Year 2016-17.

PTC Energy Limited

PTC Energy Limited (PEL) was set up as a subsidiary of PTC India Limited to develop asset base taking in to its sphere the developmental activities, fuel intermediation etc. and company has invested Rs.654.12 Crore in PEL.

The vision of PEL is to play a pivotal role in India’s emerging Energy sector through asset base business and as a fuel aggregator.

PEL had commissioned 30 MW wind power project in Distt. of Ratlam and 20 MW wind power project in Distt. of Mandsaur of Madhya Pradesh till 31st March 2016. In FY 16-17, five wind projects of PEL totaling 238.8 MW have also been commissioned as per the agreed schedule by 31.03.2017 taking its total operating capacity to 288.8 MW. Although the PPAs have been signed for these projects, with respective Discoms, however, their ratification(s) from the State Regulator(s) is still in the process.

During the year, PEL has recorded total income of Rs.47.19 crore (Previous year Rs.4.55 Crore)

INVESTMENT IN OTHER COMPANIES (Amount released up to 31st March 2017)

- Your Company has executed Equity Subscription Agreement (ESA) for investment in Athena Energy Ventures Private Limited (AEVPL). PTC has released Rs.150 Crore. The other investors in this Company are Athena Group and IDFC. PTC has made a provision of Rs.32.55 Crore towards this investment during FY 16 - 17.

- Your Company had made an investment of Rs.37.55 Crore in Krishna Godavari Power Utilities Limited. However, due to slow progress and other issues, provision was made for entire amount of Rs.37.55 Crore during FY 2015-16.

- Teesta Urja Limited (TUL) was implementing a project of 1200 MW Teesta III Hydro Electric Project and the company invested a sum of Rs.224.33 Crore in equity of TUL. During the year 2014-15, Govt. of Sikkim (GoS) agreed to have 51% equity holding in TUL by partly acquiring shares from the existing shareholders and partly by subscribing to new shares. Accordingly the company being an existing shareholder sold a part of its shareholding amounting to Rs.44.03 crore to GoS which was carried at fair value of Rs.37.51 Crore as on 31/03/2015 as one of the existing shareholding company was non-resident therefore, valuation of shares was required to be carried out as per any internationally accepted pricing methodology under FEMA and loss due to reduction in fair value was booked in FY 2014-15 for such transfer of shares. The sale of 4,29,62,777 shares took place in August 2015 and the shareholding of PTC in TUL was reduced to 6.89%.

The remaining part of investment was also carried out at fair value of Rs.153.61 Crore as on 31/03/2015. As on 31/03/2017, the company has carried out fair valuation of investment in TUL and same stood as Rs.165.65 Crore as against Rs.153.61 Crore of previous year

- Your Company has invested Rs.4 Crore equity in M/s. Chenab Valley Power Projects Private Limited (CVPPPL) with NHPC and JKSPDC.

The Policy for Determining Material Subsidiaries as approved by the Board is available on the company’s website at the link: http://www.ptcindia.com/ statutory information/Policy-on-Determining-Material-Subsidiaries.pdf

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

The Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions as approved by the Board is available on the company’s website at the link http://www.ptcindia.com/statutory information/Policy-on-materiality-of-Related-Party-Transactions-and-also-on-dealing-with-Related-Party-Transactions.pdf

Pursuant to clause (a) sub section (3) of section 134 of the Companies Act, 2013 & Rule 8 of Companies (Accounts) Rules 2014, Form AOC-2 is attached at Annexure 2.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of your Company confirms that:

a. In the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards have been followed and there are no material departures from the same;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2017 and of the profit of the company for the year ended on that date;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts of the Company on a going concern basis;

e. The Directors had laid down the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONSOLIDATED FINANCIAL STATEMENTS

The Company adopted Indian Accounting Standard (Ind-AS) from April 1, 2016 and accordingly, the Consolidated Financial Statements have been prepared in accordance with the Accounting Standard notified under Section 133 of the Companies Act, 2013 and the relevant rules issued thereunder read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘SEBI (LODR) Regulations, 2015’) and the other accounting principles generally accepted in India. The Consolidated Financial Statements form part of the Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, the prevention of and detection of fraud and errors, the accuracy & completeness of the accounting records and the timely preparation of reliable financial disclosures.

The Company has appointed M/s. Grant Thornton for the above purpose.

DIRECTORS & KEY MANAGERIAL PERSONNEL RE - APPOINTMENT OF DIRECTORS

As per the provisions of the Companies Act, Mr. Ajit Kumar and Mr. Rajib Kumar Mishra Directors would retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. The Board recommends their re-appointment.

RESIGNATIONS

- Shri Ved Jain and Shri Dipak Chatterjee, Independent Directors had completed their tenure on December 07, 2016 and April 15, 2017 respectively.

- Shri Hemant Bhargava has ceased to be the Nominee Director of LIC of India w.e.f. October 20, 2016.

- Smt. Jyoti Arora, nominee of Ministry of Power, Government of India has completed her present tenure with Central Government and ceased to be a Director w.e.f. July 6, 2017.

- On attaining the superannuation in PFC Limited, Shri Anil Kumar Agarwal, has ceased to be the Nominee Director w.e.f. January 01, 2017 (appointed on 5th February, 2015).

- On attaining the superannuation in NHPC Limited, Shri Jayant Kumar, has ceased to be a Nominee Director w.e.f. March 01, 2017 (appointed on 7th April, 2016) .

APPOINTMENTS

- Appointment of Shri Chinmoy Gangopadhyay as Nominee of PFC Limited effective from February 01, 2017.

- Appointment of Shri Mahesh Kumar Mittal as Nominee of NHPC Limited effective from March 15, 2017.

- Appointment of Shri Jayant Purushottam Gokhale as an Independent Director effective from March 16, 2017.

- Appointment of Shri Rakesh Kacker as an Independent Director effective from March 23, 2017.

- Appointment of Shri K. S. Nagnyal as Nominee of LIC of India effective from April 29, 2017.

- Appointment of Shri Arun Kumar Verma as Nominee of Ministry of Power, Govt. of India effective from August 10, 2017.

DETAILS OF BOARD MEETINGS

The Board met eight (8) times during the financial year ended on March 31, 2017. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”).

For further details in respect of Composition, number and attendance of each director in various Committees of Board as required in accordance with Secretarial Standard-1 on Board Meetings and Listing Regulations, please refer Corporate Governance Report of this Annual Report.

COMMITTEES OF THE BOARD

As on March 31, 2017 the Board had Committees i.e. the Audit Committee, the Nomination & Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholder’s Relationship Committee. The full details are available in Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulation.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Familiarization Programme Module for Independent Directors is put up on the website of the Company at the link: http://ptcindia.com/statutory_ information/FAMILIARISATION-PROGRAMME-MODULE.pdf

BOARD EVALUATION

The performance evaluation process and related tools are reviewed by the “Nomination & Remuneration Committee” on need basis, and the Committee may periodically seek independent external advice in relation to the process. The Committee may amend the Policy, if required, to ascertain its appropriateness as per the needs of the Company from time to time.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual directors which include criteria for performance evaluation of the non-executive and executive directors. The overall effectiveness of the Board is measured on the basis of the ratings obtained by each Director and accordingly the Board decides the Appointments, Re-appointments and Removal of the non-performing Directors of the Company. On the basis of Policy for Performance Evaluation of Independent Directors, a process of evaluation is being followed by the Board for its own performance and that of its Committees and individual Directors.

REMUNERATION POLICY

Your Company has in place a policy known as ‘Nomination & Remuneration Policy’ for selection and appointment of Directors, Senior Management and their remuneration. The Policy includes criteria for determining qualification, positive attributes & independence. The Company aspires to pay performance linked remuneration to its WTDs/CMD. It is ensured that the remuneration is determined in a way that there exists a fine balance between fixed and incentive pay. The Policy of the Company on Nomination and Remuneration & Board Diversity is also placed on the website of the Company i.e. www.ptcindia.com and is also annexed to this report at Annexure 3.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. In compliance with requirements of Companies Act, 2013 & Listing Regulations, the Company has established a mechanism under its Whistle Blower Policy for employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. Whistleblowing is the confidential disclosure by an individual of any concern encountered in the workplace relating to a perceived wrongdoing. The policy has been framed to enforce controls so as to provide a system of detection, reporting, prevention and appropriate dealing of issues relating to fraud, unethical behavior etc. The policy provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. During the year under review, no complaints were received by the Board or Audit Committee.

The whistle blower policy of the Company is available at the link http://www.ptcindia.com/statutory_information/ptc%20Group%20whistle%20 blower%20policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, PTC India Limited (PTC) is committed to ensure its contribution to the welfare of the communities in the society where it operates, through its various Corporate Social Responsibility (“CSR”) initiatives.

The objective of PTC’s CSR Policy is to consistently pursue the concept of integrated development of the society in an economically, socially and environmentally sustainable manner and at the same time recognize the interests of all its stakeholders.

To attain its CSR objectives in a professional and integrated manner, PTC shall undertake the CSR activities as specified under the Act.

The Corporate Social Responsibility Committee has approved a Corporate Social Responsibility Policy (CSR Policy) indicating therein the activities to be undertaken by the Company presently. This has also been duly approved by the Board.

The CSR Policy is available at the link: http://www.ptcindia.com/statutory information/PTC%20Group%20Whistle%20Blower%20Policy.pdf

Further, the report on CSR Activities/ Initiatives is attached with this report at Annexure 4.

RISK MANAGEMENT POLICY

Your Company has developed and implemented a risk management framework that includes the identification of elements of risk which in the opinion of the Board may threaten the existence of the Company. A group Risk Management Policy has been approved. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in evaluating, resolving and reporting risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, including the development of a Risk Matrix for each business. Tools like the Risk Matrix will guide decisions on risk related issues. Shri Rajiv Malhotra is Group Chief Risk Officer (CRO).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 (‘the Act’) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed with this report at Annexure 5.

- STATUTORY AUDITORS

M/s K.G. Somani & Co., Chartered Accountants, were appointed as Statutory Auditors of your Company in the 17th Annual General Meeting of the Company for a period of five years till conclusion of 22nd Annual General Meeting of the Company subject to the annual ratification in every Annual General Meeting. In the ensuing 18th Annual General Meeting, the appointment of Statutory Auditors is to be ratified by the members and in this regard, the Company has also received a certificate from the said Statutory Auditors to the effect that their ratification, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for appointment and act as Statutory Auditors.

The Statutory Auditors have audited the Accounts of the Company for the Financial year ended 31stMarch 2017 and the same is being placed before members at the ensuing Annual General Meeting for their approval.

The Auditors’ Report for FY 2017 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

- INTERNAL AUDITORS

M/s. GSA Associates & Co., Chartered Accountants, New Delhi were appointed as Internal Auditors of the Company for the Financial Year 2016-17 and their reports for the year were submitted to the Audit Committee & Board.

- COST AUDITORS

Cost audit is not applicable to the Company.

- SECRETARIAL AUDITORS

As required under Section 204 of the Companies Act, 2013 and Rules made there under, the Board has appointed M/s. Agarwal S. Associates, Practicing Company Secretaries as secretarial auditor of the Company for the financial year 2016-17.

The Secretarial Auditors’ Report for fiscal 2017 does not contain any qualification, reservation or adverse remark except that the composition of Board is not in line with SEBI regulations. The Secretarial Auditors Report is enclosed to the Board’s Report at Annexure 6. The Company has initiated the process to comply with the provision of composition of Board and same shall be complied shortly.

HUMAN CAPITAL

Your company recognises that its people are key resource. Human resources plays a pivotal role in enabling smooth implementation of key strategic decisions through leadership and capability development, and industrial relations practices. Your Company aims at providing an environment where continuous learning takes place to meet the changing demands and priorities of the business including emerging businesses. Your company believes that retaining talent gives a competitive advantage in a fast evolving and challenging business environment.

Industrial relations

Your company has always maintained healthy, cordial, and harmonious industrial relations at all levels. Despite competition, the enthusiastic efforts of the employees have enabled the Company to grow at a steady pace.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company’s thrust is on the promotion of talent internally through job rotation and job enlargement.

CORPORATE GOVERNANCE

A separate report on corporate governance, along with a certificate from the Practicing Company Secretary in practice regarding the compliance of conditions of corporate governance norms as stipulated under SEBI (LODR) Regulations, 2015, is annexed and forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis on matters related to the business performance as stipulated in the SEBI (LODR) Regulations, 2015 is given as a separate section in the Annual Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms a part of this Annual Report

Domestic Power Trading

Your Company has completed another significant year of its operations. The Financial year 2016-17 has seen a shift in focus towards addition of Renewable energy (i.e. Wind, Solar etc.) also the tariff towards the renewable energy has significantly dropped to new lows in recent bids due to large scale projects and flow of PE and foreign funds making inroads to Indian power sector. In this financial year the company has still maintained and sustained its leadership position in the industry despite several changes in the market dynamics. Volumes of the company have grown by maintaining the continuous interaction with customers, providing innovative solutions and managing the key power portfolio of some states. Your Company remains the front runner in the power trading market.

PTC has achieved the highest trading volume of 48320 MUs during 2016-17 against the previous year’s figure of 42372 MUs with an annualized growth of 14% over the previous year. PTC achieved Short term trading volume of 7931 MUs (Previous year 10,034 Mus) during 2016-17 even after severe transmission constraints on various inter-regional links and shift of utilities to purchase from power exchanges due to prevailing low tariff in the exchanges. However, PTC managed to retain its top position with the overall trading volumes considering overall trading business.

PTC’s volume on power exchanges during 2016-17 reached 17965 MUs against the previous year figure of 13044 MUs which has seen an increase of 38 % over the previous year.

PTC has sustained its presence in the portfolio management of power business for the Utilities segment as it maintained agreement with Jharkhand Bijli Vitran Nigam Limited, Bihar State Power Holding Company Limited, Haryana Power Purchase Centre, Government of Himachal Pradesh and New Delhi Municipal Council. The arrangements mandate PTC for sale / purchase of power for the respective utilities under bilateral, power exchanges and banking arrangements.

Long Term Agreements for Purchase of power

(A) Commissioned Projects

i. Power Projects commissioned before FY 2016-17: The existing LongTerm arrangements where power supply commenced before FY2016-17: 2601 MW

ii. Power Projects commissioned during FY 2016-17: The Long-term arrangements where power supply commenced during FY 2016-17: 650 MW

iii. Power Projects expected to be commissioned in FY 2017-18: Pipeline of projects with long term arrangements which would be commencing power supply in FY 2017-18: 1430 MWs

(B) Power Purchase Agreements

PTC has in its portfolio long term Power Purchase Agreements (PPAs) with the generators for a cumulative capacity of about 11375 MW for further sale of power to Discoms which includes Cross-Border power trade.

The projects are based on domestic coal, imported coal, gas, hydro and other renewable energy resources.

(C) Agreements for Sale of Power

PTC has participated in the tender invited by SECI in FY 2016-17 for selection of power trader for sale of wind power under the Ministry of New Renewable Energy scheme for 1000 MW ISTS connected wind power projects, wherein PTC emerged as the successful bidder and LOI was placed on PTC. Subsequently, PTC has executed MoAs with seven Discoms for the entire quantum of 1049.9 MW.

PTC has participated with about 500 MW aggregate capacities in long term and medium terms bids invited by Bangladesh which are under evaluation and are likely to be finalized in the FY 2017-18. In addition, to this PTC had signed a Power Purchase Agreement for another 40 MW in May, 2016 through competitive bidding for medium term supply to Bangladesh and the power supply has commenced in October, 2016.

Cross Border Power Trade

Cross-border trade with Bhutan witnessed 5440 MUs for FY 2016-17. Also, Trade with Nepal witnessed 132.79 MUs.

In addition to the above, PTC continues to supply 250 MW power to Bangladesh Power Development Board (BPDB) from West Bengal State Electricity Distribution Company Limited. Accordingly, volume for this transaction for FY16-17 was 1902.84 MUs. In addition to this, PTC has commenced supply of 40 MW power in Oct, 2017 to BPDB on medium term basis through competitive bidding and has supplied 115.29 MUs in FY 2016-17. Accordingly, total volume for this transaction for F.Y was 2018 MUs as compared to 1908.51 MUs last year.

Cross-border transactions remain a vital part of our portfolio and we continue to see an increase in volumes in the next year also.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The particulars relating to conservation of energy, technology absorption, is not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the total foreign exchange used was Rs.1.66 Crore (Exp.) and the total foreign exchange earned was Rs.1085.61 Crore.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(1) & Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to the Directors’ Report at Annexure 7 & Annexure 8 respectively.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL), ACT 2013

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. This policy may be accessed on the Company’s website i.e. www.ptcindia.com .

Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, Contractual, temporary, trainees) are covered under this policy. The Company has not received any sexual harassment complaints during the year 2016-17.

OTHER DISCLOSURES

i) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed during the year under review by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

ii) TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM, with the Ministry of Corporate Affairs. During the period under review, the Company has transferred dividend of Rs.11,37,047/- which were unclaimed for seven years or more and lied in ‘unpaid/ unclaimed dividend A/c’ for such period to IEPF account. Further, NIL equity shares, in respect of which said unclaimed dividend has been transferred to IEPF account, have also been transferred to the IEPF account.

iii) FIXED DEPOSITS

Your Company has not accepted any deposits from public in terms of provisions of Companies Act, 2013. Thus, no disclosure is required relating to deposits under Chapter V of Companies Act, 2013.

GENERAL

Your Directors state that no disclosure or reporting in respect of the following items is required as there were no transactions on these items during the year under review:

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

- Neither Managing Director nor the Whole time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

CAUTIONARY STATEMENT

Statements in this “Director’s Report” & ”Management Discussion and Analysis” describing the Company’s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company’s operations including raw material/ fuel availability and its prices, cyclical demand and pricing in the Company’s principle markets, changes in the Government regulations, tax regimes, economic developments within India and the Countries in which the Company conducts business and other ancillary factors.

APPRECIATION AND ACKNOWLEDGEMENT

The directors take this opportunity to express their deep sense of gratitude to the Promoters, Shareholders, Central and State Governments and their departments, Regulators, Central Electricity Authority, banks and the local authorities for their continued guidance and support.

Your directors would also like to record its appreciation for the support and cooperation your Company has been receiving from its clients and everyone associated with the Company.

Your directors place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leader.

And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

For and on behalf of the Board

Sd/-

(Deepak Amitabh)

Place: New Delhi. (Chairman & Managing Director)

Date: 10th August, 2017 DIN: 01061535


Mar 31, 2016

BOARD’S REPORT

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the 17 th Annual Report together with the Audited Statement of Accounts of PTC India Limited (“the Company” or “PTC”) and its subsidiaries for the Financial Year ended March 31, 2016.

1. Financial Performance

The summarized standalone and consolidated results of your Company are given in the table below.

Rs, in Crores

Particulars

Financial Year ended

Standalone

Consolidated

31st Mar 2016

31st Mar 2015

31st Mar 2016

31st Mar 2015

Total Income

12,882.23

13,149.36

14,038.26

13,939.19

Profit/(loss) before Interest, Depreciation & Tax (EBITDA)

349.56

306.43

1224.04

866.43

Finance Charges

1.90

0.96

532.78

418.13

Depreciation

3.49

4.16

10.09

8.45

Provision for Income Tax (including for earlier years)

110.56

98.21

250.92

183.59

Net Profit/(Loss) After Tax

233.61

203.10

430.25

256.26

Profit/(Loss) brought forward from previous year

385.20

315.82

480.93

448.98

Amount transferred to General Reserve

70.08

60.93

70.08

60.93

Amount transferred to Proposed Dividend (including dividend distribution tax)

82.19

72.65

90.55

79.39

Transferred to special reserve

58.30

51.67

Transferred to statutory reserve

78.22

32.18

Adjusted in terms of transitional provision of schedule II to the Companies Act 2013

0.14

0.14

Profit/(Loss) carried to Balance Sheet

466.54

385.20

614.03

480.93

*previous year figures have been regrouped/rearranged wherever necessary.

2. Results of Operations and State of Company’s Affairs

The trading volumes were higher by 14.10% this year at 42,372 MUs as against 37,137 MUs during the previous year. With a turnover of Rs,12,882.23 crore (including other income) for the year 2015-16 as against Rs,13,149.36 crore (including other income) in the Financial Year 2014-15, your Company has earned a Profit After Tax of Rs, 233.61 crore as against Rs,203.10 crore in the previous year.

Your Company has two subsidiaries, namely PTC India Financial Services Limited (PFS) and PTC Energy Limited (PEL). The consolidated turnover of the group is Rs,14,038.26 crore for the Financial Year 2015-16 as against Rs,13,939.19 crore for the Financial Year 2014-15. The consolidated Profit After Tax of the Group is Rs,430.25 crore for the Financial Year as against Rs,256.26 crore for the Financial Year 2014-15.

3. Reserves

Out of the profits of the Company, a sum of Rs,70.08 crore has been transferred to General Reserves during the Financial Year and total reserves and surplus of the Company are Rs,2,493.87 crore (including securities premium) as on 31st March 2016.

4. Dividend

The Board of Directors of your Company are pleased to recommend for your consideration and approval, a dividend @ 25% (which is higher by 14% from the last year) for the Financial Year 2015-16 i.e. Rs,2.50 per equity share of Rs,10 each. The dividend, if approved, at ensuing Annual General Meeting will absorb Rs,89.06 crore including Dividend Distribution Tax amounting to Rs,15.06 crore (without netting off credit of Rs,6.87 crore on dividend received from subsidiary company).

The dividend will be paid to the members whose names appear in the Register of Members as on a record date and in respect of shares held in dematerialized form whose names are furnished by National Securities Depositories Limited (NSDL) and Central Depository (India) Limited (CDSL) as beneficial owners as on record date.

5. Net Worth and Earnings Per Share (EPS)

As on 31st March 2016, net worth of your Company aggregates to Rs,2789.88 crore as compared to Rs,2638.56 crore for the previous Financial Year thereby registering a growth of 5.73%.

EPS of the Company for the year ended 31st March, 2016 stands at Rs,7.89 in comparison to Rs,6.86 for the Financial Year ended 31st March, 2015.

6. Material changes and commitments, if any, affecting the financial position of the Company

There has been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statement relates (i.e. 31st March , 2016) and the date of the report.

7. Changes in Capital Structure,

During the period under review, no change has taken place with regard to capital structure of the Company.

As on 31st March 2016, PTC has Authorized Share Capital of Rs,750, 00,00,000 and paid-up share capital of Rs,296,00,83,210/- divided into 29,60,08,321 equity shares of Rs,10 each. The equity shares of your Company are listed on the Rs,BSE Limited (BSE) and ‘National Stock Exchange of India Ltd.’ (NSE). The promoters i.e. NTPC Ltd. (NTPC), Power Grid Corporation of India Ltd. (POWERGRID), Power Finance Corporation Ltd. (PFC) and NHPC Ltd. (NHPC) individually hold 4.05% each or 16.20% collectively of the paid-up and subscribed equity share capital of your Company and the balance of 83.80% of the paid-up and subscribed equity share capital of your Company is held by Power Sector Entities, Financial Institutions, Life Insurance Corporation of India, other Insurance Companies, Banking Institutions, Corporations, Investment Companies, Foreign Institutional Investors, Private Utilities and others including public at large.

8. Subsidiaries, Associates and Joint Ventures

Pursuant to sub-section (3) of section 129 of the Companies Act, 2013 (“the Act”), the statement containing the salient features of the financial statement of a company’s subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given in Form AOC-1 as Annexure 1.

8.1 Subsidiary Companies

(a) PTC India Financial Services Limited

PTC India Financial Services Limited (PFS) is a subsidiary of PTC India Limited wherein PTC holds 60% stake and has invested Rs,446 crore. PFS is listed on NSE and BSE and has been classified as Infrastructure Finance Company (IFC) by the Reserve Bank of India.

PFS recorded revenue of Rs,1186.91 crore during FY16 compared to revenue of Rs,801.89 crore during FY15. Interest income for FY16 stood at Rs,921.41 crore compared to Rs,741.61 crore during FY15, thus registering an increase of about 24%. The profit before tax and profit after tax for FY16 stood at Rs,531.44 crore and Rs,391.10 crore respectively. Net interest income increased to Rs,421.58 crore, thereby recording a growth of over 23% during FY16.

The Board of Directors of PFS has recommended a dividend @ 12% i.e. Rs,1.20 per equity share of Rs,10/- each for the Financial Year 2015-16.

(b) PTC Energy Limited

PTC Energy Limited (PEL) was set up as a subsidiary of PTC India Limited to develop asset base taking in to its sphere the developmental activities, fuel intermediation etc. and company has invested Rs,140.69 crore in PEL. The vision of PEL is to play a pivotal role in India’s emerging Energy sector through asset base business and as a fuel aggregator.

PEL has commissioned 30 MW wind power project in Dist. of Ratlam and 20 MW wind power project in Dist. of Mandsaur of Madhya Pradesh before 31st March 2016. PEL is pursuing more opportunities for investment in renewable energy sector as it has emerged as most promising business sector in energy space.

8.2 Investment in other Companies (Amount released up to 31st March 2016)

(a) Your Company has earlier executed Equity Subscription Agreement (ESA) for investment in Athena Energy Ventures Private Limited (AEVPL). PTC has released Rs,150 crore. The other investors in this Company are Athena Group and IDFC.

(b) Your Company has earlier executed Equity Subscription Agreement (ESA) for investment in Krishna Godavari Power Utilities Limited up to Rs,40 crore. PTC has released Rs,37.55 crore. However, due to slow progress and other issues , provision has been made for entire amount of Rs,37.55 Crores.

(c) Teesta Urja Limited (TUL) is developing 1200 MW Teesta-III Hydro Electric Project in the State of Sikkim. Your Company had invested Rs,224.02 crore. The Company had divested part of its long term investment in TUL so as Govt. of Sikkim could acquire 51% against its present holding of 26%. This disinvestment had been of 4,39,62,777 shares which reduced the shareholding of PTC to around 6.89%

(d) Your Company has 2% equity in M/s. Chenab Valley Power Projects Private Limited (CVPPPL) with NHPC and JKSPDC and as of now PTC has released approx. Rs,4 Crores.

[The Policy for Determining Material Subsidiaries as approved by the Board is available on the company’s website at the link: http://ptcindia.com/ statutory_information/Policy-on-Determining-Material-Subsidiaries.pdf.j

9. Related party transactions

During the year, the Company had not entered in to any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

[The Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions as approved by the Board is available on the company’s website at the link http://ptcindia.com/statutory_information/ Policy-on-materiality-of-Related-Party-Transactions-and-also-on-dealing-with-Related-Party-Transactions.pdf]

10. Directors’ Responsibility Statement

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of your Company confirms that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. Listing Agreement

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective December 1, 2015. Accordingly, all listed entities were required to enter into Listing Agreement within six months from the effective date. The Company has executed the same with BSE and NSE within stipulated time.

12. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, the prevention of and detection of fraud and errors, the accuracy & completeness of the accounting records and the timely preparation of reliable financial disclosures.

Company has appointed M/s. Grant Thornton for the above purpose.

13. Directors & Key Managerial Personnel

In accordance with provisions of the Act and Articles of Association of the Company, Shri Ravi P. Singh and Smt. Jyoti Arora, Directors would retire by rotation at the ensuing Annual General Meeting and being eligible has offered themselves for re-appointment.

The tenure of Shri S. Balachandran, Independent Director was completed on 31st March 2016. On attaining the superannuation in NHPC, Shri D.P. Bhargava has ceased to be nominee of NHPC w.e.f. 31st March 2016. During the year, Shri I.J. Kapoor also ceased to be nominee of NTPC in PTC India Ltd.

Shri K. Biswal has been appointed as nominee of NTPC and Shri Jayant Kumar has been appointed as nominee of NHPC on the Board of PTC India Ltd.

The Company also appointed two Whole-time Directors i.e. Shri A jit Kumar w.e.f. 2nd April, 2015 and Shri Arun Kumar w.e.f. 16th June, 2015. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and erstwhile clause 49 of the Listing Agreement entered into with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual directors which include criteria for performance evaluation of the non-executive and executive directors. The overall effectiveness of the Board is measured on the basis of the ratings obtained by each Director and accordingly the Board decides the Appointments, Re-appointments and Removal of the non-performing Directors of the Company. The Company aspires to pay performance linked remuneration to its WTDs/CMD. It is ensured that the remuneration is determined in a way that there exists a fine balance between fixed and incentive pay. On the basis of Policy for Performance Evaluation of Independent Directors, a process of evaluation is being followed by the Board for its own performance and that of its Committees and individual Directors.

The performance evaluation process and related tools are reviewed by the “Nomination & Remuneration Committee” on need basis, and the Committee may periodically seek independent external advice in relation to the process. The Committee may amend the Policy, if required, to ascertain its appropriateness as per the needs of the Company from time to time. The Policy may be amended by passing a resolution at a meeting of the Nomination & Remuneration Committee.

[The Familiarization Programme Module for Independent Directors is put up on the website of the Company at the link: http://ptcindia.com/ statutory information/FAMILIARISATION-PROGRAMME- MODULE. pdf]

The Policy of the Company on Nomination and Remuneration & Board Diversity is attached herewith at Annexure 2.

14. Details of Board meetings

During the year, five Board meetings were held, details of which are given below:

Date of the meeting

No. of Directors attended the meeting

28th May 2015

12

05th August 2015

14

12th September 2015

15

3rd November 2015

13

5th February 2016

12

Further, the attendance of each director in the respective board meetings is mentioned under the heading of ‘Report on Corporate Governance’.

15. Vigil mechanism

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. In compliance with requirements of Companies Act, 2013 & Listing Agreement, the Company has established a mechanism under its Whistle Blower Policy for employees to report to the management the instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. Whistle blowing is the confidential disclosure by an individual of any concern encountered in the workplace relating to a perceived wrongdoing. The policy has been framed to enforce controls so as to provide a system of detection, reporting, prevention and appropriate dealing of issues relating to fraud, unethical behavior etc. The policy provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. During the year under review, no employee was denied access to Audit Committee.

[The whistle blower policy of the Company is available at the link http:// www.ptcindia.com/common/Whistle-Blower-Policy.pdf]

16. Corporate Social Responsibility

The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR policy is uploaded on Company’s website. Further, the report on CSR Activities/ Initiatives is enclosed as Annexure 3.

17. Risk Management Policy

The Company has developed and implemented a risk management framework that includes the identification of elements of risk which in the opinion of the Board may threaten the existence of the Company. A group Risk Management Policy has been approved. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in evaluating, resolving and reporting risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, including the development of a Risk Matrix for each business. Tools like the Risk Matrix will guide decisions on risk related issues.

18. Employees’ Stock Option Scheme

Shareholders’ approval of the scheme was obtained at the Annual General Meeting held on 6thAugust 2008 for introduction of Employee Stock Option Plan at PTC India Ltd. Two grants have been made under the ESOP 2008. Disclosures stipulated under the SEBI Guidelines have been made.

Period of Vesting for PTC India Limited.

As per PTC India Limited Employee Stock Option Plan 2008, there shall be a minimum period of 1 (one) year between the grant of options and vesting of options. Subject to participant’s continued employment with the Company or the subsidiary and restrictions, if any, set out in case of terminal events, the Unvested Options shall vest with the Participants over a four year period as per the following schedule.

Vesting

No of years from the grant date

% of options vested

Cumulative % of options vested

1’t

1

15%

15%

2nd

2

15%

30%

3rd

3

30%

60%

4th

4

40%

100%

Exercise Period for PTC India Limited

Subject to the conditions laid down for terminal events (death, permanent incapacitation of the employee etc.), the vested options shall be exercisable within a period of 5 (five) years from the first vesting date.

The applicable disclosures as stipulated under SEBI guidelines as on March 31, 2016 with regard to Employees’ Stock Options (ESOPs) are provided in Annexure 4 to this Report.

The Certificate from the Auditors of the Company that the Scheme has been implemented in accordance with SEBI Guidelines and the resolution passed by the members would be placed at the Annual General Meeting for inspection by members.

19. Particulars of loans, guarantees or Investment u/s 186

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report (Please refer to Note 11 to the standalone financial statement).

20. Extract of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 (‘the Act’) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is placed as Annexure 5.

21. Statutory Auditors, their Report and Notes to Financial Statements

M/s K.G. Somani & Co., Chartered Accountants, were appointed as Statutory Auditors of your Company in the 15th Annual General Meeting of the Company to hold office till the conclusion of 17th Annual General Meeting. In terms of Section 139 of Companies Act, 2013, the Statutory Auditors are to be appointed. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment and are eligible for reappointment.

The Statutory Auditors have audited the Accounts of the Company for the Financial year ended 31st March 2016 and Audited Accounts together with the Auditors’ Report thereon are annexed to this report. The observations of the Auditors in their Report on Accounts read with the relevant notes to accounts are self- explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

22. Internal Auditors

M/s. GSA & Associates, Chartered Accountants, New Delhi were appointed as Internal Auditors of the Company for the Financial Year 201516 and their reports for the year were submitted to the Audit Committee & Board.

23. Cost Auditors

Cost audit is not applicable to the Company.

24. Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Agarwal S. & Associates, Practicing Company Secretaries was appointed to conduct secretarial audit of the Company for the financial year 2015-16. The report of the Secretarial Auditors is enclosed as Annexure 6 to this report and the report does not have any reservation or qualification.

25. Human Resources

People are the core assets of the Company. Your Company places engagement, development and retention of talent at its highest priority, to enable achievement of organizational vision.

Your Company has continued to achieve an organizational balance by recruiting limited positions at the top and senior management levels and strengthening the middle and junior management team of professionals. During the year, your Company has given thrust to an organizational development programme and has been developing systems and processes that maximize human potential. Your Company has developed a KRA/KPI based Performance Management System to link and measure individual performance with the organizational performance score card during the year. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company’s thrust is on the promotion of talent internally through job rotation and job enlargement. Strong governance processes and stringent risk management policies are adhered to, in order to safeguard our stakeholders’ interest.

Industrial relations

Your company has always maintained healthy, cordial, and harmonious industrial relations at all levels. Despite of competition, the enthusiastic efforts of the employees have enabled the Company to grow at a steady pace.

26. Internal complaints

An Internal Complaints Committee has been constituted to look into grievance/complaints of sexual harassment lodged by women employees as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, no complaints were received during the year and no complaint is pending as on 31st March, 2016.

27. Management Discussion and Analysis

The baseline projection for global economic growth in 2016 is a modest 3.2%, broadly in line with last year. The recovery is projected to strengthen in 2017 and beyond, driven primarily by emerging markets and developing economies, as conditions in stressed economies start gradually to normalize. But uncertainty has increased, and risks of weaker growth scenarios are becoming more tangible. The fragile conjuncture increases the urgency of a broad-based policy response to raise growth and manage vulnerabilities. India - Asia’s third-largest economy retained its world-beating 7.6% GDP growth for FY16 (with 2004-05 as base year), even as emerging markets like China, Russia and Brazil are slowing down. Data released by the Central Statistics Office showed that the Indian economy crossed the USD 2.02 trillion mark, compared to USD 1.9 trillion in the previous year supported by improved agriculture output, better manufacturing, mining , electricity production and lower interest rates leading to higher consumption. On the flip side, we have serious concern of NPAs. The banks are saddled with stressed assets, capacity utilization is low and corporate investments are dismal. Manufacturing, accounting for nearly 40% of total employment, witnessed a de-growth, so did mining, construction and non-financial services.

Indian power sector is in its growth path with developments in Renewable Energy (RE) segment taking the lead. The power sector witnessed 11.4% growth in installed capacity with an addition of 30,422 MW. Within power sector, there has been substantial capacity addition in the renewable energy and total RE installed capacity stood at 38,822 MW at the end of FY-16. Transmission lines’ addition achieved was 28,114 CKms as against target of 23,712 CKms. The power supply situation has improved and we had 2.1% of energy deficit and 3.2% of peak deficit as compared to 3.6% & 4.7% during 2014-15.

In this year, the low demand from Distribution Utilities caused the major concern leading to PLFs going down to 62-63%. The Discoms are facing heavy debt burden (Total Discom Debt aggregates to ''4.3 Lac Crores) and has accumulated losses of more than ''4 lakh Crores. Government has come up with Ujwal DISCOM Assurance Yojana (UDAY) - a significant policy measure to improve financial condition of Discoms as well as measures for cost reflective tariffs and reduction in AT&C losses. So far 13 States have signed MoUs under this scheme and States have raised around ''1 Lac Crores through UDAY bonds till 31 March 2016. Similarly, New Tariff Policy also emphasizes the need for efficiency improvements and has provision for usage of Smart meters in a phased manner to enable “Time of Day” metering, reduce theft and allow net-metering as well as timely revision of tariff.

Although, more than 80% of the power is tied up under long term arrangements with State Generation, Central Generation and IPPs, it is increasingly getting under dispute due to uncertainty over supply, tariff, demand projections and associate financial implications. Your company has been adapting to the changed requirements and has been promoting Medium Term procurement of power with a time horizon of 3-5 years along with short term procurement for temporary and very near term demand can be a solution which may provide a win - win solution both to the Discoms as well as generators. We need enabling policies to promote medium term power procurement such as inter -se parity in usage of common infrastructure (transmission, fuel transport arrangement), availability of fuel, and financing to support medium term PPAs.

The initiatives taken by government to improve the sector like UDAY, New Tariff Policy, and Coal rationalization and allocation policy are aimed towards improving the off-take and availability of power at affordable prices. These measures shall take more time to unwind the sector, accordingly the result is expected to come in due course of time.

The outlook of the sector is efficiency improvement in the value chain especially through the IT enablement, promotion of environment friendly renewable technologies and energy efficiency solutions in the coming future. These areas can provide business opportunities to various stakeholders. This year, despite volatility, the power market showed a substantial growth and the volumes in the short term power market increased to 16.4% (from 115,230 MUs in FY16 as compared to 98,987 MUs in FY15).

Your company maintained its leadership position with a market share of 35% (including Cross Border). During FY-16, your company’s trading volumes increased by 14% to 42,372 MUs as compared to 37,137 MUs during FY15. Due to inter regional grid constraints, some of the contracts could not be operational zed/partially operational zed and the power flow was restricted to that extent resulting in a volume loss of about

5,360 MUs.

Your company improved on the average margin (net of rebate, surcharge and tolling converted PPAs) realization to 5 Paisa / unit as compared to 4.6 paisa / unit in FY15 exhibiting an increase of 8.6% YoY. Your company continues to consolidate in its core trading business with a balanced portfolio of Long /Medium /Short Term contracts within India as well as Cross Border trades and Exchange based transactions with resultant improvement in average margin realizations.

Your company participated in the recently launched, Ministry of Power, DEEP e-bidding portal offering the maximum number of bids at competitive rates for utilities of Uttarakhand and Kerala. PTC offered a total of 9 bids from different sources to Uttarakhand & 3 bids to Kerala on the first ever e-bidding & e-RA (Reverse Auction) conducted on the new DEEP portal and emerged successful in both.

In 2015-16, Your Company has added long term power supply to an extent of 461 MW to UP and Tamil Nadu. With this addition, total capacity under long term power supply has reached to 2,571 MW. Going forward, long term contracts of 890 MW is expected to get operationalize soon. I am happy to share the concerned regulatory commissions have approved the transactions.

On policy front, persistent efforts has brought the desired result in the form of inclusion of traders for participating in the medium term bidding process. Your company is participating in the various Medium Term tenders being issued by various State utilities.

Cross-border trades have always been of utmost importance to your company. This year, continuing the legacy, cross border transactions contributed 7,151 MUs (16.88%) in the total traded volumes in FY-16. The Cross-border trade with Bhutan in FY-16 was 5,107 MUs, with Nepal it was 136 MUs and with Bangladesh, the traded volume was 1908 MUs. Your company participated in the tariff based competitive bidding and received LOI for supply of 40 MW power to Bangladesh Power Development Board for 2 years. Your company has also signed a short term agreement with Nepal for supply of up to 30 MW RTC Power for the period starting from 1st November, 2015 to 30th June, 2016.

Your company has been focusing into developing new businesses to cater to the dynamic needs of the industry and customer. PTC Retail business, which was set up for facilitating power supply to the industrial and commercial consumers, is growing at a fast pace and has grown 34% over previous year. The retail business traded 7,221 MUs in the FY 201516 constituting around 17% of total traded volume. Your company has added reputed organizations such as Delhi Metro Rail Corporation, Indian Railways, SAIL, Reliance Industries, ACC Cements, MRF Tyres etc. in its client list.

Your company has increased its presence in the portfolio management business for the Utilities segment, as it executed agreements with Jharkhand Bijli Vitran Nigam Limited, and Indian Railways for managing their power portfolio. New Delhi Municipal Corporation has extended the agreement for management of NDMC’s power portfolio by another three years. Further, PTC and Railways Energy Management Company have together set up a control room in PTC Office for managing the power portfolio of Indian Railways. State utilities and generators such as Department of Power, Arunachal Pradesh, Government of Himachal Pradesh, NEEPCO, NHPC, Haryana Power Generation Company Ltd and Bihar State Electricity Board were added/renewed agreement for sale/purchase of power. Your company was also awarded a contract by DVC to sell its surplus power for FY-16. Your company has diversified in energy efficiency space, and is engaged as a project management consultant for DELP schemes in four States viz Maharashtra, UP, Himachal Pradesh and Rajasthan. Similar services are being provided in street lightning projects in two circles in Andhra Pradesh. Your company has mapped its potential and identified key areas for delivering knowledge-based value by rendering advisory services with an objective to expand its learning curve and create alternate revenue potential for its business. Your Company assisted petroleum refineries in conducting feasibility analysis for EHV transmission connectivity for optimized power procurement through Open Access. Successful execution of such assignments provided us strong credentials to undertake route survey, engineering and contracting activities for bulk consumers The company has also formed strategic consortium with REC Transmission Projects Company Limited for jointly undertaking engineering and contracting activities for large size transmission projects. Your company assisted petroleum refineries and related constituents in contract structuring and transaction advisory in procurement of power through open access under group captive or bilateral mode. The company will be responsible for trading of power, contractual advisory and back-end support to trading operations. Your company has also executed consultancy assignments on evaluating economic benefits for Special Economic Zones as deemed distribution licensees.

Your company also believes in sharing knowledge with the neighboring countries to create knowledge base as well as strengthen relationships. With this objective, your company organized capacity building programme in the area of Power Trading for officials from Nepal, Bhutan, Bangladesh and Afghanistan and conducted 7 days on the job training at control room besides the sessions at NPTI.

Your company was selected by Foreign & Commonwealth Office, UK through British High Commission, New Delhi under their Prosperity Fund Programme for preparing the Indian power market for carriage and content separation through collaboration with the UK. PTC worked in close association with key stakeholders in implementing business of supply licensee (introduced in draft Amendment to Electricity Act 2003) in India and undertook pilot study for TPDDL (Delhi) and PSPCL (Punjab). PTC successfully concluded national level final workshop on carriage and content separation in coordination with British High Commission.

Your company is focused towards the quality services to its customers. For taking customers’ feedbacks, company rolled out a customer satisfaction survey for all the customers and followed up with customer interaction meet.

With the industry shift towards environment friendly technologies, your company has also made substantial progress in this arena. Your company entered into a MoU with Solar Energy Corporation of India (SECI) on 9th Octber’15 for sale and purchase of power generated from 3000 MW solar projects for onward sale on long term basis, for full term of 25 years. PTC is also supporting SECI in managing the operational and commercial aspects of solar energy being traded through SECI under JNNSM Phase-I. The total volume facilitated for SECI was 973 MUs in FY16. Further, CRISIL has awarded highest MNRE GRADE SP 1A to your company indicating the company has ‘Highest Performance Capability and Highest Financial Strength’ to undertake projects in Solar PV technology.

Your company’s subsidiaries are on a high growth path. PTC India Financial Services Limited (PFS) recorded revenue of Rs,1186.9 Crores during FY-16 compared to revenue of Rs,801.9 Crores during FY-15. Interest income for FY-16 stood at Rs,921.4 Crores compared to Rs,741.6 Crores during FY-15, thus registering an increase of about 24%. The Profit Before Tax (PBT) and Profit After Tax (PAT) for FY-16 stood at Rs,531.4 Crores and Rs,391.1 Crores respectively. Net interest income increased to Rs,421.6 Crores, thereby recording a growth of over 23% during FY-16. Earnings Per Share (EPS) for financial year stood at Rs,6.96 per share vis a vis last year EPS of Rs,2.86.

PTC Energy Limited (PEL) commissioned two wind power projects with cumulative capacity of 50 MW in Madhya Pradesh. The first of the projects of 30 MW in Jaora, Ratlam District got commissioned on 8th March 2016. Further, 2nd project of 20 MW Wind Power Project at Nipaniya, Mandsaur District got commissioned by March, 2016.

Going forward your company is consolidating its core trading business with a focus on high growth/high trading margin segments. Development, Financing and trading of renewable energy projects on our own or through subsidiaries will remain our thrust area in coming future. Further your company will keep on adding value added business in the form of advisory and other related services for the growth of the company as well to keep up with the expectations of the industry and customers.

28. Domestic Trading

Your Company has completed another significant year of its operations. Financial year 2015-16 has been a turbulent year for the power sector due to poor financial health of the State utilities and widespread transmission

constraints on various Inter Regional Links. The company has maintained and sustained its leadership position in the industry despite several turbulences. Volumes of the company have grown by maintaining the continuous interaction with customers, providing innovative solutions and managing the key power portfolio of some states. Your Company remains the front runner in the power trading market.

PTC achieved the highest trading volume of 42,372 MUs during 2015-16 against the previous year’s figure of 37,137 MUs which is growth of 14% over the previous year. PTC achieved Short term trading volume of 10,334 MUs during 2015-16 despite of severe transmission constraints on various inter-regional links. The Company also carried out a significant number of energy banking transactions during the year which has contributed to the overall trading volume. PTC’s volume on power exchanges FY 2015-16 reached 13,044 MUs against 9,668 MUs in the previous year exhibiting an increase of 34% over the previous year.

Long Term Agreements for Purchase of power

(A) Commissioned Projects

i. Power Projects commissioned before FY 2015-16: The existing Long-Term arrangements where power supply commenced before FY2015-16: 2110 MW

ii. Power Projects commissioned during FY 2015-16: The Long-term arrangements where power supply commenced during FY 2015-16: 461 MW

iii. Power Projects expected to be commissioned in FY 2016-17: Pipeline of projects with long term arrangements which would be commissioned/commence power supply in FY 2016-17: 1880 MWs

(B) Power Purchase Agreements

PTC has in its portfolio long term Power Purchase Agreements (PPAs) with the generators for a cumulative capacity of about 11,586 MW for further sale of power to Discoms which includes Cross-Border power trade. The projects are based on domestic coal, imported coal, gas, hydro and other renewable energy resources.

(C) Agreements for Sale of Power

As per the Tariff Policy of Government of India, the long term power procurement by the SEBs/ DISCOMs has to be necessarily done through competitive bidding. As such, sale of power to the State Utilities has to be through participation in the bidding process. Till now, PTC has participated in competitive bids invited by State Utilities/Private Discoms/Deemed Licensees like Rajasthan, UP, AP, MP, Kerala, Tamil Nadu, Railways, Bangladesh etc. (Long term and Medium term) and has bid for about 5,684 MW aggregate capacities. During the FY 2015-16, PTC has participated with about 500 MW aggregate capacities in long term and medium terms bids invited by Bangladesh which are under evaluation and had signed a Power Purchase Agreement for another 40 MW in May, 2016 through competitive bidding for medium term supply to Bangladesh.

Acknowledgement

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the Promoters, Govt. of India, Regulatory Authorities, Central Electricity Authority, clients, vendors, bankers, shareholders and advisors of the Company for their continued support.

Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support.

For and on behalf of the Board of PTC India Ltd.

Sd/-

Deepak Amitabh

(Chairman & Managing Director)

DIN: 01061535

Date : 11th August, 2016

Place : New Delhi


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting you the fi fteenth Annual Report and Company''s audited accounts for the financial year ended 31st March 2014.

Performance and Financial Highlights

Your Company has completed another successful year of its operations, wherein it has continued to maintain its leadership position in the industry. The trading volumes were higher by 22.85% this year at 35,130 MUs as against 28,597 MUs during the previous year. With a turnover of Rs. 11,565.05 crore (including other income) for the year 2013–14 as against Rs. 8,868.73 crore (including other income) in the Financial Year 2012–13, your Company has earned a Profit After Tax of Rs. 251.23 crore as against Rs.128.74 crore in the previous year.

Your Company has two subsidiaries, namely PTC India Financial Services Limited (PFS) and PTC Energy Limited (PEL). The consolidated turnover of the group is Rs. 12,143.31 crore for the Financial Year 2013–14 as against Rs. 9,213.11 crore for the Financial Year 2012–13. The Consolidated Profit After Tax of the Group is Rs. 360.84 crore for the current Financial Year as against Rs. 198.28 crore for the Financial Year 2012–13.

The Financial Results of the Company for the FY 2013–14 vis–a–vis FY 2012–13 under broad heads are summarized as under:–

Financial results of the company for the FY 2013–14 vis –a–vis FY 2012–13

Particulars For the Year For the Year ended 31.03.2014 ended 31.03.2013 (in Rs Crores) (in RS Crores)

Sales (including rebate on purchase of 11,510.71 8,856.87 power, service charges and surcharge)

Other Income (including income from 54.34 11.86 consultancy services)

Purchase (including rebate on sale of 11,060.49 8,215.74 power)

Change inInventories 18.31 -

Employee Cost 15.46 12.974

Other Expensesetc. 35.49 20.71

Fuelcost - 272.31

Finance Cost 2.75 0.92

Operating expenses 68.02 165.13

Profit before amortization, depreciation, 364.53 180.95

prior period items and exceptional items Amortization andDepreciation 4.20 4.21

Exceptional items Expense/(Income) (4.32) (0.03)

Prior PeriodExpenses/(Income) 0.43 (1.69)

Profit BeforeTax 364.22 178.46

Provision for Taxation (including 112.99 49.72 deferred tax income

Profit AfterTax 251.23 128.74

Balance as per lastaccounts 206.93 172.22

Transferred to GeneralReserves 75.37 38.62

Dividend (incl. dividendtax) 66.97 55.41

Transfer to contingent reserves

Balance carried forward to Balance 315.82 206.93 Sheet

Earnings Per Share in 8.49 4.36

Appropriations

Dividend

Your Directors are pleased to recommend for your consideration and approval dividend @ 20% (which is higher by 4% from the last year) for the Financial Year 2013–14 i.e. Rs 2.00 per equity share of Rs. 10 each. The dividend, if approved, at ensuing Annual General Meeting will absorb Rs. 69.26 crore including Dividend Distribution Tax amounting to Rs. 10.06 crore (without netting off credit of Rs. 2.29 crore on dividend received from subsidiary company).

The dividend will be paid to the members whose name appears in the register of members as on a record date and in respect of shares held in dematerialized form whose name is furnished by the Depositories, as benefi cial owners as on record date.

Reserves

Out of the profits of the Company, a sum of Rs. 75.37 crore has been transferred to General Reserves during the year and total reserves and surplus of the Company are Rs. 2,212.40 crore (including securities premium) as on 31st March 2014.

Public Deposits

The Company has not accepted any public deposits during the year and as such, no amount on account of principal or interest was outstanding as on the date of Balance Sheet.

Capital Structure

As on 31st March 2014, PTC has Authorized Share Capital of Rs. 750,00,00,000 and Paid–Up Capital of Rs. 296,00,83,210/– divided into 296008321 equity shares of Rs.10 each. The equity shares of your Company are listed on the ''Bombay Stock Exchange Limited'' (BSE) and ''The National Stock Exchange of India Ltd.'' (NSE). The promoters i.e. NTPC Ltd. (NTPC), Power Grid Corporation of India Ltd. (POWERGRID), Power Finance Corporation Ltd. (PFC) and NHPC Ltd. (NHPC) individually hold 4.055% each or 16.22% collectively of the paid–up and subscribed equity share capital of your Company and the balance of 83.78% of the paid–up and subscribed equity share capital of your Company is held by power sector entities, Financial Institutions, Life Insurance Corporation of India and other Insurance Companies, Banking Institutions, Corporations, Investment Companies, Foreign Institutional Investors, Private Utilities and others including public at large.

The shareholding pattern of your Company as on 31.03.2014 is as follows:–

Category No. of shares Percentage of held Shareholding

A Promoters holding

1 Promoters

- Indian Promoters 48,000,000 16.216

- Foreign Promoters - -

2 Persons acting in concert - -

Sub-Total 48,000,000 16.216

B. Non-Promoters Holding Institutions

(a) Mutual Funds and UTI 45,030,912 15.213

(b) Banks and Financial Institutions 27,665,044 9.346

(c) Insurance Companies 56,286,009 19.015

(d) FIIs 60,725,676 20.515

Sub-Total B(1) 189,707,641 64.089

2 Non Institutions

(a) Bodies Corporate (incl.DVC) 21,369,833 7.219

(b) (i) Individuals 28,279,416 9.554 (Holding nominal share capital uptoRS One lac) (b) (ii) Individuals 6,675,236 2.255

(Holding nominal share capital in excess of Rs One lac)

(c) Others

-NRIs 1,905,619 0.644

-OCBs - -

-Trusts and Foundations 70576 0.024

Sub-Total B (2) 58,300,680 19.696

Total Public Shareholding (B1 B2) 248,008,321 83.784

GRAND TOTAL (A B) 296,008,321 100

Net Worth and Earnings Per Share (EPS)

As on 31st March 2014, net worth of your Company aggregates to Rs. 2508.41 crore as compared to Rs. 2325.68 crore for the previous year thereby registering a growth of 7.86%.

EPS of the Company as on 31.03.2014 stands at Rs. 8.49 in comparison to Rs. 4.36 as on 31.03.2013.

MANAGEMENT DISCUSSION AND ANALYSIS

The world economy in 2013 experienced another year of subdued growth (2.1%). There are however signs of recovery from the protracted recession particularly for the Euro zone. Economic activity and global trade picked up in the second half of FY14 though some emerging economies faced new headwinds last year (e.g. depreciating currencies). Stock markets are doing reasonably well in emerging economies particularly India and Indonesia. The global economy in 2014 appears to be in much better shape than last couple of years.

Domestically also, there is renewed optimism and positive outlook among Indian companies especially in the power sector. In terms of generation capacity addition, the target was over–achieved third year in a row. The country added 17,825 MW against the target of 11,663 MW. Private sector again leads the pack and added more than double of its target. In the fi rst two years of 12th plan, ~43% of the capacity addition target for the entire plan has already been achieved. For power transmission sector, the year 2014 started on a positive note as we achieved synchronization of SR grid with rest of the country (NEW grid). However, we may still have to wait for another couple of years to take full advantage of that.

The Financial Restructuring Package (FRP) offered by Central Govt. last year has started moving things in the distribution sector as the utilities have started clearing past dues. Apart from that, the utilities have also started buying power through various routes (long, medium, short–term tendering and power exchanges). There was some apprehension among the banks which agreed to FRP after downward tariff revision by few States ahead of elections. MoP has, though, pushed States to take subsidy, if any on their books rather than on discoms''. We see a positive impact of all these developments on our volumes.

On policy front, MoP has come out with Model Agreement for Medium–term and Peaking Power Procurement after circulating the draft and inviting comments. On the same lines, draft Model Agreement for Supply of Merchant (Short–term) Power and Request for Proposal have also been circulated by the Ministry. It is good to see that government is taking initiatives to rectify problems in the sector but a careful and holistic approach needs to be adopted so that equal opportunities may be provided to all market participants. In the long–term, medium–term and peaking power bidding documents, power traders are not allowed to participate independently. The Electricity Act 2003 and CERC Power Market Regulations stress on increasing competition but this provision may lead to less competition in competitive biddings. Your company has raised this issue at appropriate levels in the government and is hopeful of a positive reply.

The Electricity Act 2003 itself is being amended and the Government has proposed draft amendments for the same. One of the main thrust of the amendments is to separate the carriage and content business in distribution sector and have two licensees: Distribution Licensee who will own the lines and Supply Licensee who will be responsible for supply of electricity to the consumers. There are, however, certain amendments which needs a relook. Amendment in Section 62 rules out tariff determination by Appropriate Commission if National Electricity Policy or Tariff Policy specifi es that procurement has to be through bidding route. Your company has submitted that the Act has envisaged both routes for a discom to procure power and hence both should be allowed. The expected benefits of attractive tariffs through bidding were short–lived as IPPs are fi nding it diffi cult to operate at quoted tariffs.

Similarly, draft amendments have been brought out in Tariff Policy as well. The amendments stress on independent formula for cross–subsidy surcharge (CSS) by each SERC, no Universal Supply Obligation (USO) by discoms for Open Access (OA) consumers, procuring renewable power through competitive bidding and fulfi lling Renewable Purchase Obligations (RPOs). Your company has submitted that CSS may be linked to cost of power procurement and uniformly accepted pan–India parameters. Renewable power purchase may continue through regulated tariff route to give thrust to development of this sector.

CERC has come out with new tariff regulations for the period 2014–19 through which it has tightened the performance parameters for power plants. Tariff/ incentive will be paid on the basis of PLF rather than PAF (Availability). It is notable that All India PLF is hitting new lows due to fuel vows (coal, gas, LNG etc.). CERC''s composite index for imported coal will now include Indonesian coal as well with 50% weightage. Australian and South African coal will be given 25% weightage each.

The Hon''ble Commission also introduced amendments in some other regulations like CERC Trading License Regulations, Ancillary Services, Deviation Settlement Mechanism etc. Your company has been submitting its comments on such draft regulations/papers to make them more conducive for power market growth.

Short–term (ST) market crossed the 100 BUs mark in FY14 reaching ~105 BUs, a growth of 6% YoY. Power Exchanges (PXs) remain the highest growing component of the market with a growth of ~30%. Direct Bilateral grew by ~20%. Bilateral (Traders TAM) segment registered its fi rst ever contraction of ~2.5%. This is because due to poor financial health, State utilities preferred to purchase low priced exchange power as and when required. The segment, however, picked up in last quarter of FY14 on account of buying by some States like Andhra Pradesh, Rajasthan, UP etc. It is still the largest component of ST market constituting 34% of the market at the end of FY14. UI contracted by ~13% and is reduced to ~20% of the ST market – result of tightening of UI regulations after grid disturbances of FY13.

Price in bilateral market remained slightly higher than PX for most part of the year indicating that buyers are ready to pay premium for certainty of power. Also bilateral prices were less volatile than PX prices. Average prices in bilateral market over the year remained in the range of Rs. 3.5–4.5 per unit while on exchanges, prices varied from Rs. 2–3.7 per unit. Overall, the price level was lower when compared to last year. Low prices on exchanges for most part of the year was another reason pulling utilities towards them for trading. However, we are already witnessing a reversal of this trend in the initial months of FY15 where PX prices are rising. Increased input costs (fuel etc.) are also expected to increase the delivered price of electricity. This will make bilateral segment more lucrative than exchanges as buyers will have certainty of getting power.

It has been another fruitful year in terms of the Agreements signed by your Company for the sale of power to the State Utilities through Competitive Bidding Processes. Your Company, having participated with a cumulative capacity of 4379 MW in bids invited by various State Utilities during last year, has fi nalized and executed Power Sale Agreements to the tune of 1611 MW capacity with State Utilities such as UP Discoms (751 MW), Rajasthan Discoms (660 MW), Tamil Nadu (100 MW) on long term basis & with KSEB (100 MW) on medium term basis during FY14. The power supply under the aforementioned agreements to KSEB and Tamil Nadu shall commence during FY15 and to UP & Rajasthan during FY17. No new Case–1 Biddings processes were initiated by the State Utilities during FY14.

As far as performance of your company is concerned, it traded ~35 BUs (23% increase YoY) of electricity with a market share of ~38% (including cross–border). Long–term segment saw the highest growth of 28.5% followed by PX (22%) and ST bilateral trades (~22%). Most of the power traded by us was on Round The Clock (RTC) basis – 96% which is three percentage points higher than last year – the remaining power being Peak and other. During the year, we revisited our Power Tolling business and considering risk–reward scenario, converted it into long–term PPAs.

Our top 5 suppliers of electricity in FY14 were Simhapuri Energy Pvt. Ltd., Government of Himachal Pradesh, West Bengal State Electricity Distribution Company Ltd., Chhatisgarh State Power Distribution Company Ltd. and State Development Power Corporation J&K. Our top buyers in FY14 were Andhra Pradesh, West Bengal, Madhya Pradesh, Punjab and Kerala.

Cross–border trade with Bhutan witnessed an increase of ~16% to 5579 MUs. Your company is also participating in a tender fl oated for sale of power by Druk Green Power Corporation Limited (DGPCL) Bhutan from 118 MW Nikachhu

HEP on long–term basis. Trade with Nepal also increased to 97 MUs from 79 MUs last year. We have also started supplying 250 MW power to Bangladesh for a period of three years starting from December 2013 after winning in the tender fl oated by Bangladesh Power Development Board (BPDB). Volume for this transaction this year was 652 MUs. Cross–border transactions remain a vital part of our portfolio and we see an increase in volumes in this segment in the next year.

PTC Retail, our Strategic Business Unit (SBU) to cater to the requirement of industries and commercial units has also been doing very well. It has increased its client base to close to 350 and contributed ~3000 MUs in FY 14. The clients range from big PSUs like Indian Railways, NHPC, Hindustan Copper etc. to corporate like Coca–Cola, Apollo Tyres, L&T etc. With more favorable environment in the country for allowing Open Access to eligible consumers, we see a bright future for this SBU.

Your company is also playing an increasingly important role in the promotion of Renewable Energy in the country. We are facilitating sale of solar power between solar developers and solar power consumers through mutually benefi cial trading arrangements and providing advisory solutions for development/marketing of solar projects. Your company is also facilitating various entities in meeting their Renewable Purchase Obligations (RPOs) through sale of Renewable Energy Certifi cates (RECs) and has traded more than 2,28,322 RECs in FY 14 which is ~8% more than RECs traded in FY12 (~2,12,000 RECs).

PFS recorded revenue of INR 5,462 million during FY 14 compared to revenue of INR 2,865 million during FY 13. The company earned profit of INR 822 million by way of divestment of its stake in one of the investee company. The profit before tax for FY14 stood at INR 2,849 million and profit after tax nearly doubled to INR 2,077 million respectively. Net interest income increased to INR 2,132 million, thereby recording a growth of 39% during FY 14. Earnings per share for the financial year stood at Rs. 3.70 per share.

During FY 2013–14, PEL imported and sold 0.43 million MT of coal as against 0.79 million MT in FY 2012–13. The year gone by had proved to be challenging. PEL, however, has been exploring avenues for adding new suppliers and buyers under its umbrella of fuel intermediation on competitive basis and other opportunities in energy sector.

Going forward, your company''s focus would be on balanced development of trading business portfolio for sustained growth. Long–term trade is expected to constitute half of our total volumes by FY 17. As per the signals from the new government, the policy and regulatory environment in the sector is expected to change positively and your company is well positioned to benefit from such developments.

Domestic Trading

Your Company has completed another signifi cant year of its operations. Financial year 2013–14 had been a challenging year for Power sector due to poor financial health of most of the state utilities, coal shortage and transmission constraints in various Inter Regional Links. Still the company has maintained and sustained its position in the industry. There has been rise in the domestic trades by maintaining the continuous interaction with customers, providing innovative solutions and managing the key portfolio of some states. Your Company remains the front runner in the power trading market.

PTC achieved highest trading volume ever of 35130 MUs during 2013–14 against the previous year''s fi gure of 28597 MUs which is a signifi cant jump of 22.85% over the previous year. PTC achieved best ever Short term volume fi gure of 13387 MUs during 2013–14. The Company also carried out a signifi cant number of energy banking transactions during the year and has achieved best ever trading volumes in terms of Energy Banking.

PTC''s volume on power exchanges during 2012–13 reached 6623 MUs against the previous year fi gure of 3595 MUs which has witnessed an increase of 84% over the previous year. Long term power from projects have started contributing to trading volumes and the total MU traded from projects under long term PPA has been 3771MUs.

As a responsible corporate, PTC is committed to promote renewable energy for a greener tomorrow. As a maiden feat, PTC supplied around 46 MUs of renewable energy on bilateral basis to Punjab for fulfi llment of their Renewablepurchase obligation.

Your Company extended its existing agreements with Chhattisgarh, Government of Himachal Pradesh and various CPPs/IPPs for sale of their surplus power. Negotiations are in advance stage with some other surplus States/Utilities for signing agreements on similar lines. Your company has also been able to add many other utilities and CPP/IPPs as clients both through Bilateral and Power exchange routes. The remarkable additions to the list of clientele are Haryana Power Generation Corporation Limited, Nagaland, DB Power etc. During the year FY 2013–14 PTC revived bilateral transactions with Government of Sikkim for supply of power to one of India''s largest Steel Industry. You will be pleased to know that PTC is the only Power trading company to supply power to Kerala under Medium Term Open Access (MTOA) during FY 2013–14.

Long Term Agreements for Purchase of power

(A) Commissioned Projects

i. Power Projects commissioned before FY 2013–14

(a) Stage–I Baglihar HEP (450 MW) was commissioned in the April 2009. PTC has a contracted capacity of 225 MW, out of which 150 MW is being sold under long term contracts to West Bengal (100 MW) and Haryana (50 MW) and balance 75 MW is being sold through short term contracts.

(b) Middle & Lower Kolab HEP (37 MW) was commissioned during FY 2009–10 with lower Kolab Project achieving COD in January 2009 and Middle Kolab Project achieving COD in February 2009. The Energy from the project aggregating to 37 MW is being supplied to Orissa through long term agreement.

(c) Samal HEP in Orissa for 20 MW was commissioned in October, 2009. Entire capacity from the project is being supplied to Orissa through a long term agreement.

(d) Pathadi Thermal Power Plant (Phase–I, 300 MW) set up by M/s. Lanco Amarkantak Power Ltd. was commissioned in June 2009. PTC is selling the entire 300 MW power from the project on long term basis to Madhya Pradesh.

(e) SUGEN Gas Based Power Project developed by Torrent Group was commissioned in August, 2009. PTC is selling 100 MW power from the project to Madhya Pradesh.

(f) Pathadi Thermal Power Plant (Phase–II, 300 MW) set up by M/s. Lanco Amarkantak Power Limited was commissioned in May 2011. PTC has signed Power Sale Agreement with Haryana and presently 65% power from the Project is being supplied to Haryana through PTC.

(g) Simhapuri Energy Private Limited''s Unit 1 and Unit 2 of 150 MW each located in Andhra Pradesh were commissioned during FY 2012–13 with Unit–1 achieving COD in May 2012 and Unit–2 achieving COD in July 2012. The aforementioned Power Tolling Agreement was converted into a Power Trading Agreement between the Parties during FY 2013–14. Presently, PTC is selling power from these projects on short term basis.

(h) Malana – II HEP in Himachal Pradesh (100 MW) was commissioned in July 2012 and the entire power is being sold to Punjab through PTC.

(i) Adhunik Power & Natural Resources Ltd''s, Unit 1 of 270 MW of the project in Jharkhand was commissioned during January 2013. PTC has tied up 100 MW from this unit to West Bengal State Electricity Distribution Board.

ii. Power Projects commissioned during FY 2013–14

a) Adhunik Power & Natural Resources Ltd''s Unit–2 of the project in Jharkhand has been commissioned on 19th May, 2013. PTC

has tied-up 100 MW power from this project under the Tamil Nadu Long Term Case-1 bid and power fl ow is expected to commence during FY 2014-15.

b) Meenakshi Energy Pvt Ltd s project of 2x150 MW capacity in Andhra Pradesh has been commissioned on 30th April, 2013. The aforementioned Power Tolling Agreement was converted into a Power Trading Agreement between the Parties during FY 2013-14. Presently, PTC is selling power from these projects on short term basis.

c) GMR Kamalanga Energy Ltd s project in Orissa has been commissioned on 30th April 2013. PTC has tied up 323 MW from project under Case-1 bidding route to Haryana Discoms. Power fl ow under the PSA to Haryana Discoms commenced w.e.f. 7th February 2014.

(iii) Projects Expected to be commissioned in FY 2014-15

a) Simhapuri Energy Ltd s Phase-II Expansion Project: The 300 MW imported coal based expansion project is being set-up as Phase-II expansion at its existing 300 MW project in Andhra Pradesh. PTC has tolling agreement for 150 MW capacity from the expansion project. PTC will tie-up the power on short term basis.

b) Andhra Pradesh Power Development Company Ltd s 1600 MW (2X800 MW) Project: PTC tied up 160 MW (10%) from this project and has initialed a Power Sale Agreement with Kerala State Electricity Board for sale of the same.

c) DB Power Ltd s 1200 MW Project in Chhattisgarh: The Project is being developed in two phases having a capacity of 600 MW each. PTC has two Power Purchase Agreements for purchase of 260 MW from each Phase. PTC has tied-up 410 MW power of the total contracted capacity with Rajasthan Discoms. The power fl ow to Rajasthan Discoms shall commence from November 2016 and power would be sold on short term basis for the interim period.

d) Maruti Clean Coal & Power Ltd s 300 MW Project in Chhattisgarh: PTC has tied up 250 MW power for sale to Rajasthan Discoms through Case-1 bidding process on long term basis. The power fl ow to Rajasthan Discoms shall commence from November 2016 and power would be sold on short term basis for the interim period.

e) Torrent Energy Ltd. s 1200 MW D-Gen Project in Gujarat: PTC has power purchase agreement for 150 MW power from the Project for onwards sale.

f) Swastik Power and Mineral Resources Ltd. s 50 MW (2x25 MW) Project in Chhattisgarh: PTC has executed Power Purchase Agreement for 30 MW power from the project. The contracted capacity is to be tied-up for onwards sale on short term basis by PTC. Phase-1 of 25 MW of the Project is expected to be commissioned during FY 2014-15.

(B) Power Purchase Agreements finalized in 2013-14

During the year, PTC entered into Power Purchase Agreements with M/s. Ideal Energy Private Limited for 240 MW power.

PTC has signed long term Power Purchase Agreements (PPAs) with the generators for a cumulative capacity of about 11,560 MW for further sale of power to Discoms which includes Cross-Border power trade. The projects are based on domestic coal, imported coal, gas and hydro resources.

(C) Memorandum of Understanding / Agreement finalized in 2013-14

In addition to the above projects, PTC has also signed MoUs/MoAs with number of Project developers during the FY 2013-14 for purchase of power aggregating to approximately 1,332 MW. Cumulative MoUs/MoAs at the end of the year by PTC is around 11,329 MW based on domestic coal, imported coal, wind and hydro resources.

Agreements for Sale of Power

As per the Tariff Policy of Government of India, the long term power procurement by the SEBs/ DISCOMs has to be necessarily done through competitive bidding. As such, sale of power to the State Utilities has to be through participation in the bidding process. Till now, PTC has participated in competitive bids invited by State Utilities/Private Discoms like Rajasthan, UP, AP, MP, Kerala and Tamil Nadu (Long term and Medium term) and has bid for about 4,379 MW aggregate capacity.

I. Power Sale Agreements (PSAs) executed during FY 2013–14

i). PTC has tied–up for purchase of 100 MW from M/s. Bharat Aluminium Company Ltd''s thermal power plant in Chhattisgarh and sold the power to Kerala State Electricity Board through Medium Term Case–1 tender for 3 years. The Power supply is scheduled to commence from 1st March, 2014 as per the PSA subject to availability of Open Access.

ii). PTC has signed PSAs with UP Discoms for sale of 390 MW power from TRN Energy Ltd''s plant in Chhattisgarh and 361 MW power from MB Power Ltd''s Plant in Madhya Pradesh for 25 years under Case 1 competitive bidding process. The Power fl ow under the PSAs is scheduled to commence from 30th October, 2016.

iii). PTC has signed PSAs with Rajasthan Discoms for sale of 410 MW power from DB Power Ltd''s plant in Chhattisgarh and 250 MW power from Maruti Clean Coal & Power Ltd''s project in Chhattisgarh for 25 years under Case 1 competitive bidding process. The Power fl ow under the PSAs is scheduled to commence from 30th November, 2016.

iv). PTC has signed PSA with Tamil Nadu Generation and Distribution Corporation Limited (TANGEDCO) for 100 MW power from M/s. Adhunik Power & Natural Resources Ltd''s project for 15 years under Case–1 Competitive Bidding Process. The Power fl ow as per the PSA is scheduled to commence from 1st June, 2014 subject to availability of Open Access.

v). PTC has signed PSA with Bangladesh Power Development Board (BPDB) for supply of 250 MW power from the State Power Pool of West Bengal State Electricity Distribution Company Limited (WBSEDCL) on medium term basis (3 years) through International Competitive bidding process. The Power fl ow under the PSA has commenced from 3rd December, 2013.

Human Resource

Organizational development in your Company has the focus on fostering a successful system that maximizes human resources, as well as optimizes other resources as part of larger business strategies. This important aspect includes creation and maintenance of a change program which allows your company to respond to evolving external and internal infl uences.

The strategic Human Resource department is ideally positioned having access to all areas and processes of the business. Some of the key processes being successfully managed are manpower planning, recruitment and development, training and career management, performance management and compensation and benefits management, ESoP management and HRIS.

During the year, Internal Complaints Committee has been constituted to look into grievance/complaints of sexual harassment lodged by women employees as per Sexual Harasment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Industrial relations

Your company has always maintained healthy, cordial, and harmonious industrial relations at all levels. Despite of competition, the enthusiasm efforts of the employees have enabled the Company to grow at a fast rate.

Corporate Social Responsibility

We, at PTC, since inception, have endeavored to address social concerns and work to the benefit of the local communities. We have been undertaking various socio–economic, educational and health initiatives which focus on the welfare of the economically and deprived sections of society. The Company facilitates programs and gives direct assistance to individuals, societies and other charitable organizations.

Employee Stock Option Scheme 2008

Shareholder approval of the scheme was obtained at the Annual General Meeting held on 6th August 2008 for introduction of Employee Stock Option Plan at PTC India Ltd. Two grants have been made under the ESOP 2008.

Disclosures stipulated under the SEBI Guidelines have been made.

Period of Vesting for PTC India Ltd.

As per PTC India Ltd. Employee Stock Option Plan 2008, there shall be a minimum period of 1 (one) year between the grant of options and vesting of options. Subject to participant''s continued employment with the Company or the subsidiary and restrictions if any set out in case of terminal events, the Unvested Options shall vest with the Participants over a four year period as per the following schedule.

Vesting No of years from % of options Cumulative % of the grant date vested options vested

1st 1 15% 15%

2nd 2 15% 30%

3rd 3 30% 60%

4th 4 40% 100%

Exercise Period for PTC India Ltd.

Subject to the conditions laid down for terminal events (death, permanent incapacitation of the employee etc.), the vested options shall be exercisable within a period of 5 (fi ve) years from the fi rst vesting date.

Period of vesting for PFS Ltd.

Options will vest over four years from the date of grant

End of year (from the date of grant) % of Vest

1 15%

2 15%

3 30%

4 40%

Exercise Period for PFS

Maximum of 3 years from the date of vesting or listing of shares on a recognized stock exchange, whichever is later.

Conservation of Energy & Technology Absorption

As your Company is engaged in the activity of trading of power and other related activities, the particulars relating to conservation of energy and technology absorption respectively are not applicable to it.

Foreign exchange earnings & outgo etc.

Foreign Exchange earnings & outgo (on accrual basis) are as follows: Expenditure in Foreign Currency - Rs 0.92 crore

CIF Value of Imports - Rs 92.72 crore

Income earned in foreignexchange - Rs301.54 crore

Particulars of the employees u/s 217 (2A)

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is as under:

During the Financial Year ending 31st March, 2014, no employee was employed for full or part of the year, who was in receipt of remuneration, which in aggregate or as the case may be, at a rate which, in the aggregate was not less than Rs. 60 lakh per annum or Rs. 5 lakh per month except the following employees the details of whom are given below:–

Name Shri Deepak Amitabh Shri S. N. Goel (Resigned w.e.f. 20th January,2014)

Designation CMD Director (Marketing & Operations)

Qualifi cation MSc. Ex– IRS BE M.B.A.

Nature of Employment CMD Whole– Time Director Whether contractual or otherwise

Nature of Overall Managerial Marketing & Operations Duties of employees functions of company functions of the Company

Last employment held Government of India NTPC Ltd.

Number of years of 30 35 experience

Age 53 59

Date of commencement 25.01.2008 27.09.2012 of employment (at Board Level)

Gross Remuneration 0.79 0.51 (figuresin RS Crore)

No. of Equity Shares 79,557 NIL held (of RS10/– each)

Whether Relative of a No No Director or Manager

Other terms and – – conditions of Employment

Auditors

Statutory Auditors

M/s K.G. Somani & Co., Chartered Accountants, New Delhi were appointed as Statutory Auditors of your Company in the 14th Annual General Meeting of the Company and will cease to be Statutory Auditors of the Company at ensuing Annual General Meeting and are eligible for reappointment.

The Statutory Auditors have audited the Accounts of the Company for the Financial year ended 31st March 2014 and Audited Accounts together with the Auditors'' Report thereon are annexed to this report. The observations of the Auditors in their Report on Accounts read with the relevant notes to accounts are self– explanatory and do not call for any further comments.

The Company has received letter from them to the effect that their re–appointment, if made, would be within the prescribed limits under Companies Act, 2013 and that they are not disqualifi ed for re–appointment and are eligible for appointment.

Internal Auditors

M/s. Ravi Rajan & Co. Chartered Accountants, New Delhi were appointed as Internal Auditors of the Company for the Financial Year 2013–14 and their reports for the year were submitted to the Audit Committee.

Cost Auditors

The cost audit is not required for the company.

Subsidiary Companies

PTC India Financial Services Ltd. (PFS)

PTC India Financial Services Limited (PFS) is a subsidiary of PTC India Limited wherein PTC holds 60% stake. PFS is listed on NSE and BSE and has been classifi ed as Infrastructure Finance Company (IFC) by the Reserve Bank of India.

The operational performance was quiet robust and the interest income increased to Rs. 4,199.99 million during 2013–14 compared to Rs. 2,513.16 million during 2012–13, thereby recording an increase of 67%. In line with the same, the borrowings also increased leading to increase in the fi nance costs which increased to Rs. 2,209.55 million during 2013–14 compared to Rs. 1,066.17 million during 2012–13, thus recording an increasing of 107%. Finance costs include amortization of foreign currency translation which increased to Rs. 1,257.04 million in 2013–14 compared to Rs. 544.40 million during 2012–13, thus, recording an increase of 131%. The Company made a profit of Rs. 821.69 million during the year by divesting its stake in Meenakshi Energy Private Limited. The profit before tax (PBT) stood at Rs. 2,848.85 million during 2013–14 as compared to Rs. 1,552.89 million during 2012–13, thus recording a growth of 83% whereas profit after tax nearly doubled to Rs. 2,077.19 million during 2013–14 as compared to Rs. 1,041.57 million during 2012–13.

The disbursements were quite robust at Rs. 30,706 million during 2013–14 compared to Rs. 13,000.71 million during 2012–13 and the debt assistance sanctioned to various projects during 2013–14 aggregated to Rs. 25,202 million compared to Rs. 37,361 million in 2012–13. The loan book stood at Rs. 49,744 million as at 31st March 2014 whereas the equity investments stood at Rs. 3,054 million as on the said date. The cumulative aggregate debt assistance sanctioned as at 31st March 2014 stands at Rs. 103,030 million.

The Board of Directors of the Company has recommended a dividend @ 10% i.e. Re.1.00 per equity share of Rs.10/– each for the financial year 2013–14.

The financial assistance sanctioned by PFS would help capacity creation of more than 30,000 MW. The Company continues to diversify its portfolio and as a result, the composition of renewable projects in the outstanding loan book stands at around 35%, thermal projects constitute about 33%. It is worthwhile to mention that renewable portfolio constitutes a maximum portion of PFS'' loan book. The company has also forayed into fi nancing infrastructure facilities like private railway sidings, and development & operation of coal mines and power transmission projects. The Company continues to regularly monitor the progress and operations of the assisted projects through its comprehensive project monitoring mechanism.

PTC Energy Limited (PEL)

PTC Energy Limited (PEL) was set up as a subsidiary of PTC India Ltd. to develop asset base taking in to its sphere the developmental activities, fuel intermediation etc.

The vision of PEL is to play a pivotal role in India''s emerging Energy sector through asset base business and as a fuel aggregator.

On the backdrop of the huge demand for energy in India and the fact that domestic coal supplies are struggling to keep pace with an ever increasing demand, PEL has entered in to the business of fuel intermediation to seize the opportunities in the fi eld of coal import. The FY 2013–14 has proved to be challenging for PEL affecting the performance of the Company. During FY 2013–14, PEL has imported and sold 0.43 million MT of coal as against 0.79 million MT in FY 2012–13. The coal revenues for the year are Rs. 135.94 crore compared to Rs. 247.02 crore during the previous year. The profit before tax during the current year is Rs. 2.89 crore as compared to Rs. 12.80 crore in FY 2012–13.

PEL had invested Rs. 23.40 crore constituting 48% equity in RS India Global Energy Limited with a view to undertake joint development of wind farm in Tamil Nadu.

PEL is pursuing opportunities for investment in energy sector with a focus on improving portfolio, increasing effi ciency and expanding business.

Annual Accounts and information of the Subsidiary Companies under Section 212 of the Companies Act, 1956

The Ministry of Corporate Affairs, Government of India, vide its Circular dated 8th February, 2011 has granted exemption to all Companies from attaching the financial statements of its subsidiaries companies, pursuant to Section 212 (8) of the Companies Act, 1956, subject to compliance of certain conditions by the Companies as prescribed in this circular.

Accordingly, the Board of Directors in their meeting held on 24th May, 2014 has given their consent and passed the appropriate resolution for not attaching the copies of balance sheet, profit & loss accounts and reports of the Board of Directors and auditors of subsidiaries with the balance sheet of the Company. In terms of said circular, your Company has fulfi lled the prescribed conditions and also made necessary disclosures in the Consolidated Balance Sheet and further undertakes that the Annual Accounts of the Subsidiary Companies and the related detailed information shall be made available to Shareholders of the Company interested in obtaining the same. As directed by the Central Government, the financial data of the subsidiaries has been furnished in the notes on consolidated financial statements, which forms part of the Annual Report of the Company. The Annual Accounts of Company including that of Subsidiaries will be kept for inspection during business hours at the registered offi ce of the Company and of the respective Subsidiary Company. Further, pursuant to Accounting Standard–21 (AS–21), Consolidated Financial Statements presented by the Company include financial information about its subsidiaries.

Investment in other Companies (Amount Released up to 31st March, 2014)

1. Your Company has earlier executed Equity Subscription Agreement (ESA) for investment in Athena Energy Ventures Pvt. Ltd. (AEVPL). As of now, PTC has released Rs. 150 crore and the other investors of this Company are Athena Group and IDFC.

2. Your Company has earlier executed Equity Subscription Agreement (ESA) for investment in Krishna Godavari Power Utilities Limited upto Rs. 400 Million and as of now PTC has released Rs. 37.55 crore.

3. Teesta Urja Limited is developing 1200 MW Teesta–III Hydro Electric Project in the State of Sikkim. Your Company has acquired 11% subscribed equity in Teesta Urja Limited and has released Rs. 224.02 crore.

4. Your Company has 2% equity in M/s. Chenab Valley Power Projects Private Limited (CVPPPL) with NHPC and JKSPDC and as of now PTC has released Rs. 10 lakh.

Directors'' Responsibility Statement

In pursuance of Section 217 (2AA) of the Companies Act 1956, the Directors make the following responsibility statement that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed by PTC along with proper explanation relating to material departures;

2. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2014 and of the profit of the Company for that period;

3. Proper and suffi cient care had been taken by the Directors for maintenance of adequate Accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities and

4. The Annual Accounts had been prepared on a going concern basis.

Acknowledgments

The Board of Directors acknowledge with deep appreciation the co–operation received from the Government of India, particularly the Ministry of Power and the Ministry of External Affairs, State Electricity Utilities, State Governments, Regional Power Committees, Central Electricity Authority, Central Electricity Regulatory Commission, State Electricity Regulatory Commissions, Promoters viz. Power Grid Corporation of India Ltd., NTPC Ltd., Power Finance Corporation Ltd., NHPC Ltd., Life Insurance Corporation of India and other valuable investors of the Company and look forward to their continued support in future.

The Board wishes to place on record its appreciation for efforts and contribution made by the employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co–operation and support.



For and on behalf of the Board of Directors (Deepak Amitabh) Chairman & Managing Director DIN: 01061535 Place: New Delhi Date: 11th August 2014


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting to you the Fourteenth Annual Report on the activities of your Company along with the Audited Annual Accounts for the Financial Year 2012-13.

Performance and Financial Highlights

Your Company has completed another innovative year of its operations, wherein it has sustained and maintained its leadership position in the industry. The trading volumes were higher by 17.56% this year at 28,597 MUs as against 24,325 MUs during the previous year. With a turnover of Rs. 88,689 million (including other income) for the year 2012-2013 as against Rs. 77, 011 (Including other income) in the Financial Year 2011-12, your Company has earned a Profit After Tax of Rs. 1,287 million as against Rs. 1,204 million in the previous year.

Your Company has two subsidiaries, namely PTC India Financial Services Limited (60% owned) and PTC Energy Limited (Wholly Owned). The consolidated turnover of the group is Rs. 92,133 million for the current Financial Year as against Rs. 81,105 million for the Financial Year 2011-12. The Consolidated Profit After Tax of the Group is Rs. 1,983 million for the current Financial Year as against Rs. 2,041 million for the Financial Year 2011-12.

The Financial Results of the Company for the FY 2012-13 vis-a-vis 2011-12 under broad heads are summarized as under:-

Financial results of the company for the FY 2012-2013 vis -a-vis 2011-2012

Particulars For the Year For the Year ended 31.03.2013 ended 31.03.2012 (in Rs. Million) (in Rs. Million)

Sales (including rebate on purchase 88562.41 76501.57 of power, service charges and surcharge)

Other Income (including income 126.25 509.08 from consultancy services)

Purchase (including rebate on sale 82157.31 74765.92 of power)

Employee Cost 129.74 119.00

Other Expenses etc. 228.94 424.10

Fuel cost 2723.06 -

Operating expenses 1639.87 -

Profit before amortization, 1809.74 1701.63 depreciation and prior period items

Amortization and Depreciation 42.05 44.63

Prior Period Expenses/(Income) (16.90) 1.22

Profit Before Tax 1784.59 1655.78

Provision for Taxation (including 497.15 452.12 deferred tax income )

Profit After Tax 1287.44 1203.66

Balance as per last accounts 1722.23 1393.91

Transferred to General Reserves 386.23 361.10

Dividend (incl. dividend tax) 554.10 514.24

Transfer to contingent reserves - -

Balance carried forward to Balance 2069.34 1722.23 Sheet

Earning Per Share in Rs. 4.36 4.08

Appropriations

Dividend

Your Directors are pleased to recommend for your consideration and approval dividend @ 16% (which is higher by 1% from the last year) for the Financial Year 2012-13 i.e. Rs 1.60 per equity share of Rs. 10 each. The dividend, if approved, at ensuing Annual General Meeting will absorb Rs. 554.10 million including Corporate Dividend Tax amounting to Rs. 80.49 million.

The dividend will be paid to the members whose name appears in the register of members as on a record date in respect of shares held in dematerialized form whose name is furnished by the Depositories, as beneficial owners.

Reserves

Out of the profits of the Company, a sum of Rs. 386.23 million has been transferred to General Reserves during the year and total reserves and surplus of the Company are Rs. 20,296.72 million (including share premium) as on 31st March 2013.

Public Deposits

The Company has not accepted any public deposits during the year and as such, no amount on account of principal or interest was outstanding as on the date of Balance Sheet.

Capital Structure

As on 31st March 2013, PTC has Authorized Share Capital of Rs. 750,00,00,000 and Paid-Up Capital of Rs. 296,00,83,210/- divided into 296008321 equity shares of Rs.10 each. The equity shares of your Company are listed on the ''Bombay Stock Exchange Limited'' (BSE) and ''The National Stock Exchange of India Ltd.'' (NSE). The promoters i.e. NTPC Ltd. (NTPC) , Power Grid Corporation of India Ltd. (POWERGRID), Power Finance Corporation Ltd. (PFC) and NHPC Ltd. (NHPC) individually hold 4.05% each, or 16.20% collectively of the paid-up and subscribed equity share capital of your Company and the balance of 83.80% of the paid-up and subscribed equity share capital of your Company is held by power sector entities, Financial Institutions, Life Insurance Corporation of India and other Insurance Companies, Banking Institutions, Corporations, Investment Companies, Foreign Institutional Investors, Private Utilities and others including public at large.

The shareholding pattern of your Company as on 31.03.2013 is as follows:-

Category No. of shares Percentage of held Shareholding

A Promoters'' holding

1 Promoters

- Indian Promoters 48,000,000 16.20

- Foreign Promoters - -

2 Persons acting in concert - -

Sub-Total 48,000,000 16.20

B. Non-Promoters'' Holding

1 Institutions

(a) Mutual Funds and UTI 46193550 15.61

(b) Banks and Financial Institutions 29389586 9.93

(c) Insurance Companies 64460624 21.78

(d) FIIs 47694164 16.11

Sub-Total B(1) 187737924 63.43

2 Non Institutions

(a) Bodies Corporate ( incl. DVC) 23138350 7.82

(b) (i) Individuals

(Holding nominal share capital upto 28243813 9.54 Rs. One lac)

(b) (ii) Individuals

(Holding nominal share capital in 6507936 2.20 excess of Rs. One lac)

(c) Others

-NRIs 2324523 0.79

-OCBs 0 0

-Trusts and Foundations 55775 0.02

Sub-Total B (2) 60270397 20.36

Total Public Shareholding (B1 B2) 248008321 83.78

GRAND TOTAL (A B) 296008321 100

Net Worth and Earnings Per Share (EPS)

As on 31st March 2013, net worth of your Company aggregates to Rs. 23, 256.80 Million as compared to Rs. 22,501.15 Million for the previous year thereby registering a growth of 3.36%.

EPS of the Company as on 31.03.2013 stands at Rs 4.36 in comparison to Rs.4.08 as on 31.03.2012.

Conservation of Energy & Technology Absorption

As your Company is engaged in the activity of trading of power and other related activities, the particulars relating to conservation of energy and technology absorption respectively are not applicable to it.

Foreign exchange earnings & outgo etc.

The Company has incurred an expenditure of Rs 2.16 Million (on accrual basis) in foreign exchange during the financial year 2012-2013. No foreign exchange was earned during the financial year.

Particulars of the employees u/s 217 (2A)

Information as per Section 217(A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended regarded employees is as under:

During the Financial Year ending 2013, no employee was employed for full or part of the year, who was in receipt of remuneration, which in aggregate or as the case may be, at a rate which, in the aggregate was not less than Rs. 60 lacs per annum or Rs. 5 lakh per month except the following employees the details of whom are given below:-

Auditors

Statutory Auditors

M/s K.G. Somani & Co., Chartered Accountants, New Delhi were appointed as Statutory Auditors of your Company in the 13th Annual General Meeting of the Company and who will cease to be Statutory Auditors of the Company at ensuing Annual General Meeting and are eligible for reappointment.

The Statutory Auditors have audited the Accounts of the Company for the Year ended 31st March 2013 and Audited Accounts together with the Auditors'' Report thereon are annexed to this report. The observations of the Auditors in their Report on Accounts read with the relevant notes to accounts are self- explanatory.

The Board recommends the appointment of M/s. K.G. Somani & Co. as the Statutory Auditors of the Company for the Financial Year 2013-2014 by the Shareholders in the 14th Annual General Meeting of the Company.

- Internal Auditors

M/s. Ravirajan & Co. Chartered Accountants, New Delhi were appointed as Internal Auditors of the Company for the Financial Year 2012-2013 and their reports for the year were submitted to the Audit Committee.

- Cost Auditors

The cost audit is not required for the company for the Financial Year 2013-2014.

Subsidiary Companies

PTC India Financial Services Ltd. (PFS)

PFS is a subsidiary of PTC India Limited wherein PTC holds 60% stake. PFS is listed on NSE and BSE and has been classified as Infrastructure Finance Company (IFC) by the Reserve Bank of India.

The operational and financial performance of PFS during the year 2012-13 has been quite robust and it continued the growth momentum. The interest income earned by it increased to Rs.2, 513.16 million during the current compared to Rs.1, 329.54 million during previous year recording an increase of 89% whereas the interest expense increased by 52% to Rs.977.07 million during current year compared to Rs.642.83 million during previous year. As a result, net interest income recorded an increase of about 124% during the current year. The net interest margin for FY 2012-13 stood at 8.50% compared to 7.38% during FY 2011-12 and the cost of funds reduced to 8.31% during FY 2012-13 as against 10.13% during the previous year.

The total revenues for the year stood at Rs.2, 865.22 million compared to Rs.3, 071.99 million during the previous year. However, it may be mentioned that during previous year, PFS had earned revenue of Rs.1, 276.98 million by way of profit on sale of equity investments while no such revenues were earned during the current year. Excluding such revenue, the revenue increased by about 60% during the year. The profit before tax and profit after tax for the current financial year stood at Rs.1, 552.89 million and Rs.1, 041.57 million respectively. Earnings per share for the financial year stood at Rs.1.85 per share. The Board of Directors of PFS have recommended a dividend @ 4% i.e. Rs.0.40 per equity share of Rs.10 each for the financial year 2012-13.

PFS sanctioned debts aggregating to Rs.37,361 million during 2012-13 compared to Rs.36,923 million during 2011-12 and disbursed a sum of Rs.13,000.71 million during 2012-13 compared to Rs.6,241.75 million during 2011-12. The outstanding loan book aggregates to Rs.22, 959.45 million as at 31st March 2013 and there are "Nil" NPAs as at 31st March 2013.

During FY 2012-13, PFS executed external commercial borrowing (ECB) agreement with International Finance Corporation for long term loan of upto Rs.1, 620 million on fully hedged basis. As at 31st March 2013, the effective term loans sanctioned by PFS aggregate to Rs.9, 999 crores, supporting capacity creation of more than 30,000 MW. PFS has been diversifying its portfolio with a focus on lending to renewable power projects and has also sanctioned loans for infrastructure facilities like development of private railway sidings, development & operations of coal mines and power transmission projects.

PTC Energy Limited (PEL)

PTC Energy Limited (PEL) is a subsidiary of PTC India Ltd. which has been set up to undertake various activities related to the business of power generation, sale and purchase of all form of energy including coal/ fuels and other allied works.

The vision of PEL is to play a pivotal role in India''s emerging Energy sector through asset base business and as a fuel aggregator.

Domestic coal supplies are struggling to keep pace with an ever increasing demand from the country''s power sector. On the backdrop of the huge demand for energy in India and the fact that coal will remain as a prime fuel source to domestic energy market, PEL has entered in to the business of fuel intermediation to seize the opportunities in the field of coal import.

PEL has entered in to this business avenue in FY 2009-10 and since then PEL has maintained the growth momentum. During FY 2012-13, PEL has imported and sold 0.79 million MT of coal as against 0.42 million MT in FY 2011-12. The coal revenues for the year increased to Rs. 2470.21 million compared to Rs. 1608.48 million during the previous year, thus recording a growth of 53.57%. The profit before tax has increased by 199% during the current year to Rs. 128.07 million from Rs. 42.76 million in FY 2011-12. Earnings per share increased to Rs. 1.57 during FY 2012-13 from Rs. 0.55 in FY 2011-12.

PEL is also holding an investment of Rs. 234.0 million constituting 48% equity in RS India Global Energy Limited with a view to undertake joint development of wind farm in Tamil Nadu. The Company is pursuing opportunities for investment in energy sector with a focus on improving portfolio, increasing efficiency and expanding business in order to be the most preferred partner in the energy value chain.

Annual Accounts and information of the Subsidiary Companies under Section 212 of the Companies Act, 1956

The Ministry of Corporate Affairs, Government of India, vide its Circular dated 8th February, 2011 has granted exemption to all Companies from attaching the financial statements of its subsidiaries companies, pursuant to Section 212(8) of the Companies Act, 1956, subject to compliance of certain conditions by the Companies as prescribed in this circular.

Accordingly, the Board of Directors in their meeting held on 23rd May,2 013 has given their consent and passed the appropriate resolution for not attaching the copies of balance sheet, profit& loss accounts and reports of the board of directors and auditors of subsidiaries have not been attached with the balance sheet of the Company. In terms of said circular, your Company has fulfilled the prescribed conditions and also made necessary disclosures in the Consolidated Balance Sheet and further undertakes that the Annual Accounts of the Subsidiary Companies and the related detailed information shall be made available to Shareholders of the Company interested in obtaining the same. As directed by the Central Government, the financial data of the subsidiaries has been furnished in the notes on consolidated financial statements, which forms part of the Annual Report of the Company. The Annual Accounts of Company including that of Subsidiaries will be kept for inspection during business hours at the registered office of the Company and of the respective Subsidiary Company. Further, pursuant to Accounting Standard-21 (AS-21), Consolidated Financial Statements presented by the Company include financial information about its subsidiaries.

Investment in other Companies (Amount Released up to March, 2013)

1. Your Company has earlier executed Equity Subscription Agreement (ESA) for investment in Athena Energy Ventures Pvt. Ltd. (AEVPL). As of now PTC has released Rs. 1500 Million and the other investors of this Company are Athena Group, IDFC and IFCI.

2. Your Company has earlier executed Equity Subscription Agreement (ESA) for investment in Krishna Godavari Power Utilities Limited upto Rs. 400 Million and as of now PTC has released Rs. 375.48 Million.

3. Teesta Urja Limited is developing 1200 MW Teesta-III Hydro Electric Project in the State of Sikkim. Your Company has acquired 11% subscribed equity in Teesta Urja Limited and has released Rs. 2240.15 Million.

4. Your Company has 2% equity in M/s. Chenab Valley Power Projects Private Limited (CVPPPL) with NHPC and JKSPDC and as of now PTC has released Rs. 1Million.

Directors'' Responsibility Statement

In pursuance of Section 217 (2AA) of the Companies Act 1956, the Directors make the following responsibility statement that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed by PTC along with proper explanation relating to material departures;

2. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2013 and of the profit of the Company for that period;

3. Proper and sufficient care had been taken by the Directors for maintenance of adequate Accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities and

4. The Annual Accounts had been prepared on a going concern basis.

Acknowledgments

The Board of Directors acknowledge with deep appreciation the co-operation received from the Government of India, particularly the Ministry of Power and the Ministry of External Affairs, State Electricity Utilities, State Governments, Regional Power Committees, Central Electricity Authority, Central Electricity Regulatory Commission, State Electricity Regulatory Commissions, Promoters viz. Power Grid Corporation of India Ltd., NTPC Ltd., Power Finance Corporation Ltd., NHPC Ltd. , Life Insurance Corporation of India and other valuable investors of the Company and look forward to their continued support in future.

The Board wishes to place on record its appreciation for efforts and contribution made by the employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board of Directors

(Deepak Amitabh)

Chairman & Managing Director

DIN: 01061535

Place : New Delhi

Date : 24.06.2013


Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in presenting to you, the Thirteenth Annual Report on the activities of your Company along with the Audited Annual Accounts for the Financial Year 2011-12.

Performance and Financial Highlights

Your Company has completed another innovative year of its operations, wherein it has sustained and maintained its leadership position in the industry. The trading volumes were marginally lower by (0.64%) this year at 24325 MUs as against 24481 MUs during the previous year. With a turnover of Rs. 77011 million (including other income) for the year 2011-2012 as against Rs. 90603 million (including other income) in the financial year 2010- 11, your Company has earned a profit after tax of Rs. 1204 million as against Rs. 1385 million in the previous year.

Your Company has two subsidiaries, namely PTC India Financial Services Limited (60% owned) and PTC Energy Limited (Wholly Owned). The consolidated turnover of the group is Rs.81105 million for the current financial year as against Rs. 92627 million for the financial year 2010-11. The consolidated profit after tax of the group is Rs. 2041 million for the current financial year as against Rs. 1660 million for the financial year 2010-11.

The financial results of the company for the FY 2011-12 vis-a-vis 2010-11 under broad heads are summarized as under:-

Financial results of the company for the FY 2011-2012 vis -a-vis 2010-2011

Particulars For the Year For the Year ended 31.03.2012 ended 31.03.2011 (in Rs. Million) (in Rs. Million)

Sales (including rebate on purchase 76501.57 89972.75 of power, service charges and surcharge)

Other Income ( including income 509.08 630.41 from consultancy services)

Purchase (including rebate on sale 74765.92 88370.81 of power)

Employee Cost 119 69.58

Other Expenses etc. 424.10 144.37

Profit before amortization, 1701.63 2018.40 depreciation and prior period items

Amortization and Depreciation 44.63 50.34

Prior Period Expenses/(Income) 1.22 0.09

Profit Before Tax 1655.78 1967.97

Provision for Taxation (including 452.12 582.78 deferred tax income )

Profit After Tax 1203.66 1385.19

Balance as per last accounts 1393.91 938.52

Transferred to General Reserves 361.10 415.56

Dividend (incl. dividend tax) 514.24 514.24

Transfer to contingent reserves Balance carried forward to Balance 1722.23 1393.91 Sheet

Earning Per Share in Rs. 4.08 4.70

Appropriations

Dividend

Your Directors are pleased to recommend for your consideration and approval dividend @ 15% for the financial year 2011-12 i.e. Rs 1.5/- per equity share (which is same as paid in last year) of Rs. 10 each. The dividend if approved at ensuing Annual General Meeting, will absorb Rs.514.24 million including corporate dividend tax amounting to Rs.71.78 million.

The dividend will be paid to members whose name appears in the register of members as on a record date; in respect of shares held in dematerialized form whose name is furnished by the Depositories, as beneficial owners.

Reserves

Out of the profits of the Company, a sum of Rs.361.10 million has been transferred to General Reserves during the year and total reserves and surplus of the Company are Rs.19551.41 million (including share premium) as on 31st March 2012.

Public Deposits

The Company has not accepted any public deposits during the year and as such, no amount on account of principal or interest was outstanding as on the date of Balance Sheet.

Capital Structure

As on 31st March 2012, PTC has Authorized Share Capital of Rs. 750,00,00,000 and Paid-Up Capital of Rs. 294,97,35,710/- divided into 294,97,3571 equity shares of Rs.10 each. The equity shares of your Company are listed on the 'Bombay Stock Exchange Limited' (BSE) and 'The National Stock Exchange of India Ltd.' (NSE). The promoters i.e. NTPC Ltd. (NTPC), Power Grid Corporation of India Ltd. (POWERGRID), Power Finance Corporation Ltd. (PFC) and NHPC Ltd. (NHPC) individually hold 4.07% each, or 16.27% collectively of the paid-up equity and subscribed share capital of your Company and the balance of 83.73% of the equity paid-up and subscribed share capital of your Company is held by Power Entities, Financial Institutions, Life Insurance Corporation of India and other Insurance Companies, Banking Institutions, Corporations, Investment Companies, Foreign Institutional Investors, Private Utilities and others including general public at large.

The shareholding pattern of your Company as on 31.03.2012 is as follows:-

Category No. of shares Percentage of held Shareholding

A Promoter's holding

1 Promoters

- Indian Promoters 48,000,000 16.27

- Foreign Promoters -

2 Persons acting in concert -

Sub-Total 48,000,000 16.27

B. Non-Promoter's Holding

1 Institutions

Mutual Funds and UTI 46151970 15.65

Banks and Financial Institutions 29809273 10.11

Insurance Companies 64452893 21.85

FIIs 42611137 14.45

Sub-Total B(1) 183025273 62.05

2 Non Institutions

Bodies Corporate ( incl. DVC) 23964899 8.12

Individuals 30617738 10.38

(holding nominal share capital upto Rs. One lac)

Individuals 7109124 2.41

(Holding nominal share capital in excess of Rs. One lac)

Others

-NRIs 2194537 0.74

-OCBs 0 0.00

-Trusts and Foundations 62000 .02

Sub-Total B (2) 63948298 21.68

Total Public Shareholding 246973571 83.73

GRAND TOTAL 294973571 100.00

Net Worth and Earning Per Share (EPS)

As on 31st March 2012, net worth of your Company aggregates to Rs.22,501.15 Mn as compared to Rs. 21,801.80 Mn for the previous year thereby registering a growth of 3.21%.

EPS of the Company as on 31.03.2012 stands at Rs.4.08 in comparison to Rs.4.70 as on 31.03.2011.

Acknowledgments

The Board of Directors acknowledge with deep appreciation the co- operation received from the Government of India, particularly the Ministry of Power and the Ministry of External Affairs, State Electricity Utilities, State Governments, Regional Power Committees, Central Electricity Authority, Central Electricity Regulatory Commission, State Electricity Regulatory Commissions, Promoters viz. Power Grid Corporation of India Ltd., NTPC Ltd., Power Finance Corporation Ltd., NHPC Ltd. , Life Insurance Corporation of India and other valuable investors of the Company and look forward to their continued support in future.

The Board wishes to place on record its appreciation for efforts and contribution made by the employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board of Directors

Sd/- (Tantra Narayan Thakur) Chairman & Managing Director DIN: 00024322

Place: New Delhi Date: 13th August, 2012


Mar 31, 2011

The Members, PTC India Ltd.

The Directors take great pleasure in presenting to you, the Twelfth Annual Report on the activities of your company, together with the Audited Annual Accounts for the Financial Year 2010-11.

Performance and Financial Highlights

Your Company has completed another successful year of its operations, wherein it has sustained and maintained its leadership position in the industry. The trading volumes were 34.25% higher this year at 24481MUs as against 18236 MUs during the previous year. With a turnover of Rs. 90603 Million (including other income)for the year 2010-2011 as against Rs.78445 Million (Including other income) in the financial year 2009-10, your Company has earned a profit after tax of Rs.1385 Million as against Rs. 941 Million in the previous year.

Your Company has two subsidiaries, namely PTC India Financial Services Limited (60% owned) and PTC Energy Limited (Wholly Owned). The consolidated turnover of the group is Rs 92627 million for the current financial year as against Rs. 79257 million for the financial year 2009-10. The consolidated profit after tax of the group is Rs1660.26 million for the current financial year as against Rs. 1072.69 million for the financial year 2009-10.

The financial results of the company for the FY 2010-11 vis-a-vis 2009-10 under broad heads are summarized as under:- Financial results of the company for the FY 2010-2011 vis –a-vis 2010-11

(in Rs. Million)

Particulars For the Year For the Year ended 31.03.2011 ended 31.03.2010

Sales (including rebate on purchase 89972.75 77703.41 of power, service charges and surcharge)

Other Income ( including income 630.41 741.66 from consultancy services)

Purchase (including rebate on sale of 88370.81 76750.60 power)

Employee Cost 69.58 184.35

Other Expenses etc. 144.37 135.13

Profit before amortization, 2018.40 1374.99 depreciation and prior period items

Amortization and Depreciation 50.34 55.21

Prior Period Expenses/(Income) 0.09 1.85

Profit Before Tax 1967.97 1317.93

Provision for Taxation (including 582.78 376.92 deferred tax income )

Profit After Tax 1385.19 941.01

Balance as per last accounts 938.52 691.98

Transferred to General Reserves 415.56 282.30

Dividend (incl. dividend tax) 514.24 412.17

Transfer to contingent reserves - -

Balance carried forward to Balance 1393.91 938.52 Sheet

Earning Per Share in Rs. 4.70 3.31

Appropriations

Dividend

Your Directors are pleased to recommend for your consideration and approval dividend @ 15% for the financial year 2010-11 i.e. Rs.1.50 per equity share (as against Rs.1.20/-per equity share in the previous year) of Rs. 10 each. The dividend if approved at ensuing Annual General Meeting will absorb Rs.514.24 million including corporate dividend tax amounting to Rs.71.78 million.

The dividend will be paid to members whose names appear in the register of members as on a record date; in respect of shares held in dematerialized form whose names are furnished by the Depositories, as beneficial owners

Reserves

Out of the profits of the Company, a sum of Rs.415.56 Million has been transferred to General Reserves during the year and total reserves and surplus of the Company are Rs.18,852.06Million (including share premium) as on 31st March 2011.

Fixed Deposits

The Company has not accepted any public deposits during the year and as such, no amount on account of principal or interest was outstanding as on the date of Balance Sheet.

As on 31st March 2011, net worth of your Company aggregates to Rs.21,801.80 Mn as compared to Rs. 20962.37 Mn for the previous year thereby registering a growth of 4.00%.

EPS of the Company as on 31.03.2011 stands at Rs.4.70 in comparison to Rs. 3.31 as on 31.03.2010

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNT AND UNPAID/ UNCLAIMED REFUND AMOUNT OF IPO TO IEPF:- Pursuant to provisions of Section 205(A)(5) of Companies Act 1956, the declared dividend of FY 2003-04 and unpaid/ unclaimed amount of refund of IPO, which remain unpaid for the period of seven years has been transferred by company to the Investor Education Provident Fund(IEPF) , established by Central Government, pursuant to Section 205(C) of said Act.

Conservation of Energy & Technology Absorption

As your Company is engaged in the activity of trading of power and other related activities, the particulars relating to conservation of energy and technology absorption respectively are not applicable to it.

The company had successfully ventured into the field of wind power generation in March, 2008. The 4 X 1.5 MW wind farm project of PTC is located at Sinnar, Nashik in Maharashtra. The PPA for the project has been executed with the state distribution utility (MSEDCL) for Rs. 3.50 / kWh with an escalation of 15 paisa / kWh per annum for 13 years. The project generated about 12.3 MUs of energy worth Rs. 4.70 Crores in FY2010-11.

Foreign exchange earnings & outgo etc.

The Company has incurred an expenditure of Rs.4.70 Million (on accrual basis) in foreign exchange during the financial year 2010-2011. No foreign exchange was earned during the financial year.

Particulars of the employees u/s 217 (2A)

During the Financial Year ending 2011, no employee was employed for full or part of the year, who was in receipt of remuneration, which in aggregate or as the case may be, at a rate which, in the aggregate was not less than Rs. 60 lacs per annum or Rs. 5 lakh per month except the following employees the details of whom are given below:- Name Sh. T. N. Thakur Designation CMD Qualification B.Sc. (Engineering ) Nature of Employment

Whether contractual or otherwise CMD

Nature of Duties of employees Overall Managerial functions of company

Last employment held Power Finance Corporation Ltd.

Number of years of experience 39

Age 62

Date of commencement of employment 11.10.2000

Gross Remuneration (figures in Rs. Million) 11.03 Millions

No. of Equity Shares held (of Rs. 10/- each) 1,94,490

Whether Relative of a Director or Manager No No Other terms and conditions of Employment -

Auditors:- - Statutory Auditors

M/s. T.R. Chadha & Company, Chartered Accountants were appointed as Statutory Auditors of the Company for the Financial Year 2010-2011 by the Shareholders in the eleventh Annual General Meeting of the Company and shall hold office upto the conclusion of the forthcoming Annual General Meeting of the Company.

The Statutory Auditors have audited the Accounts of the Company for the Year ended 31 March 2011 and Audited Accounts together with the Auditors' Report thereon are annexed to this report.

Qualification in Audit Report and Management representation thereon

As mentioned by the Statutory Auditors in their Audit Report regarding consolidated accounts, an associate entity of PFS namely, RS India Wind Energy Limited (RSIWEL) wherein PFS holds 37% equity stake, could not provide its financial statement for the FY 2010-11. RSIWEL has informed PFS that they could not finalise accounts for the aforesaid financial year as their request for restructuring the credit facility (lease) and terms and conditions thereof including for conversion of lease facility in to term loan is under consideration of the lending institution (lessor), and which may have material bearing on the accounts of the financial year.

The issue of rotation of the Statutory Auditors has been discussed at Board level and has been mutually agreed with the existing Statutory Auditors. Shareholders will be required to elect auditors for the current year and fix their remuneration. The Board has recommended M/s. K.G.Somani & Co to act as Statutory Auditors for current FY and consent is being taken from M/s. K.G.Somai & Co. to the effect that their appointment, if made, would be in conformity with the limits prescribed in section 224(1B) of the Companies Act , 1956.

The Board recommends the appointment of M/s. K.G.Somani & Co.as the Statutory Auditors of the company for the Financial Year 2011-2012 by the Shareholders in the Twelfth Annual General Meeting of the Company.

Internal Auditors

M/s. Ravirajan & Co. Chartered Accountants, Delhi were appointed as Internal Auditors of the Company for the Financial Year 2010-2011 and their reports for the year were submitted to the Audit Committee.

Cost Auditors

The cost auditors of the Company for the 4 X 1.5 MW wind farm project of PTC is located at Sinnar, Nashik in Maharashtra are M/s. Ramnath Iyer & Company.

Subsidiary Companies

PTC India Financial Services Ltd. (PFS)

PTC India Financial Services Limited (PFS), wherein the Company holds 60% stake, is one of the subsidiaries of PTC India Ltd.

PFS has been listed on NSE and BSE with its successful IPO raising in March, 2011. Its capital base post IPO is Rs.1019 Crore. PFS has also been granted status of Infrastructure Finance Company (IFC) from Reserve Bank of India in the month of August, 2010. Pursuant to IFC status, PFS issued long term infrastructure bonds carrying benefits of Section 80CCF of Income Tax Act, 1961. PFS has also successfully finalized ECB with DEG, and International Finance Corporation for USD 26 Million and USD 50 Million respectively.

The operational and financial performance of the Company during the year 2010-11 has maintained rather exceeded growth momentum during the year 2009-10.

During the year 2010-11, the company has recorded revenue income of Rs.1088.52 million rising from Rs. 534.90 million, thus recording 103.50% growth. The profit before tax has increased from Rs. 367.00 million in 2009-10 to Rs. 514.31 million in year 2010-11 recording increase by 40.14 %. The profit after tax recorded increase by 45.48% from Rs. 254.52 million in 2009-10 to Rs. 370.27 million during the year 2010-11.

The amount of debt sanction during the year, excluding those convertible into long term loans, increased to Rs. 17030 million compared to Rs. 12490 million in the previous year. The level of disbursement of debt was Rs. 6236.64 million during the year and Rs. 2827.08 million in previous year. Effective commitments for sanctions of debt as on 31st March, 2011 were Rs. 33649 million as compared to Rs. 18332 million as on 31st March 2010.

Upfront financing of CER amounted to Rs. 222.38 million in the year 2010-11 as against Rs. 50 million in the year 2009-10.

The number of new projects for which financial assistance was sanctioned during the year was 20 taking the total number of sanctioned projects till 31st March, 2011 to 62. The financial assistance sanctioned by PFS so far would help capacity creation of more than 14000 MW.

PTC Energy Limited (PEL)

PTC Energy Ltd. (PEL), incorporated in 2008, is a wholly owned subsidiary of your Company, primarily to undertake various activities related to the business of power generation, distribution, import of coal and other allied works.

PEL has initiated steps to explore joint development of projects in the energy sector. The core investment strategy of PEL is to jointly develop projects with a view to invest as promoter and hold on to investment rather than investing with intent to exit. PEL has accordingly formulated an investment policy and is pursuing a number of projects in the energy sector.

To bridge the gap in demand supply position for coal based power projects and to overcome fuel supply disruptions, PEL has entered in to this business avenue to play the role of fuel intermediation, thus acquiring a position of strength for tying up imported long-term fuel supply. To expedite fuel intermediation business with a view to meet up the fuel deficiency faced by utilities/clients, PEL is actively engaged in import of coal. Starting its fuel intermediation business operations effectively from November 2009, PEL in its third year of operations i.e. 2010-11, has imported and sold 2.80 lakhs MT of coal as against 1.07 lakhs MT in FY 2009-10 and has recorded coal revenue income of Rs. 92.78 crores rising from Rs. 26.85 crores in FY 2009-10.

The income of PEL has increased to Rs. 93.82 crores as compared to Rs. 27.84 crores in FY 2009-10 and Profit before Tax has increased to Rs. 1.86 crores from Rs. 0.73 crores in FY 2009-10.

PEL has undertaken a strategic investment of 48% equity amounting to Rs. 23.40 crores for joint development of 80 MW wind farm in Tamilnadu.

Annual Accounts of the subsidiary companies

The Audited Accounts for the financial year 2010-11 of PFS and PEL, being subsidiaries of your Company, have been attached with the Annual Accounts of your Company along with the statements as per the provisions of Section 212 of the Act. A copy each of Balance Sheet, profit and loss account, report of Board of Directors, report of Auditors and statement of interest of your Company in PFS and PEL is also enclosed.

Investment in other Companies

1. Your Company has earlier executed Equity Subscription Agreement (ESA) for investment in Athena Energy Ventures Pvt. Ltd. (AEVPL). As of now PTC has released Rs. 1500 Million and the other investors of this Company are Athena Power Projects Limited and Infrastructure Development Finance Company Limited (IDFC).

2. Your Company has earlier executed Equity Subscription Agreement (ESA) for investment in Krishna Godavari Power Utilities Limited upto Rs. 400 Million and as of now PTC has released Rs. 195.05 Million.

3. Teesta Urja Limited is developing 1200 MW Teesta-III Hydro Electric Project in the State of Sikkim. Your Company has acquired 11% subscribed equity in Teesta Urja Limited and has released Rs. 1414 Million.

Directors' Responsibility Statement

In pursuance of Section 217 (2AA) of the Companies Act 1956, the Directors make the following responsibility statement that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed by PTC along with proper explanation relating to material departures;

2. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2011 and of the profit of the Company for that period;

3. Proper and sufficient care had been taken by the Directors for maintenance of adequate Accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities and

4. The Annual Accounts had been prepared on a going concern basis.





Acknowledgments

The Board of Directors acknowledge with deep appreciation the co- operation received from the Government of India, particularly the Ministry of Power and the Ministry of External Affairs, State Electricity Utilities, State Governments, Regional Power Committees, Central

Electricity Authority, Central Electricity Regulatory Commission and State Electricity Regulatory Commissions, Power Sector Organizations viz. Power Grid Corporation of India Ltd., NTPC Ltd., Power Finance Corporation Ltd., NHPC Ltd. , Life Insurance Corporation of India and valuable investors of the Company and look forward to their continued support in future.

The Board wishes to place on record its appreciation for efforts and contribution made by the employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board of Directors (Tantra Narayan Thakur) Chairman & Managing Director

Place: New Delhi DIN00024322 Date : 8th August, 2011


Mar 31, 2010

The Directors take great pleasure in presenting to you, the eleventh Annual Report on the activities of your company, together with the Audited Annual Accounts for the Financial Year 2009-10.

Performance and Financial Highlights

Your company has completed another innovative year of its operations, wherein it has sustained and maintained its leadership position in the industry. The trading volumes were 32% higher this year at 18236 MUs as against 13825 MUs during the previous year. With a turnover of Rs. 78445 Million (including other income) as against Rs. 66261 Million (including other income) in the financial year 2008-09, your Company has earned a profit after tax of Rs.941 Million as against Rs. 908 Million in the previous year.

Your Company also have two subsidiaries, namely PTC India Financial Services Limited and PTC Energy Limited (Wholly Owned). The consolidated turnover of group is Rs. 79259.04 million for the current financial year as against Rs. 66377.77 Million for the financial year 2008-09. The consolidated profit after tax of the group is Rs. 1072.69 million for the current financial year as against Rs. 940.88 million for the financial year 2008-09.

The financial results of the company for the FY 2009-10 vis-a-vis 2008-09 under broad heads are summarized as under:

(in Rupees Million) Particulars For the Year For the Year

ended 31.03.2010 ended 31.03.2009

Sales (including rebate on purchase of 77,703.41 65,288.82

power, service charges and surcharge)

Other Income (including income 741.66 972.56

from consultancy services)

Purchase (including rebate on sale of power) 76,750.60 64,735.97

Employee Cost 184.35 150.11

Other Expenses etc. 135.13 177.67

Profit before amortization, depreciation 1,374.99 1,197.63

and prior period items

Amortization and Depreciation 55.21 62.16

Prior Period Expenses/(Income) 1.85 1.05

Profit Before Tax 1,317.93 1,134.42

Provision for Taxation 376.92 226.10

(including deferred tax income)

Profit After Tax 941.01 908.32

Balance as per last accounts 691.98 479.50

Transferred to General Reserves 282.30 272.49

Dividend (incl. dividend tax) 412.17 412.88

Transfer to contingent reserves - 10.47

Balance carried forward to Balance Sheet 938.52 691.98

Earning Per Share in Rs. 3.31 3.99



Dividend

Your Directors are pleased to recommend for your consideration and approval dividend @ 12% for the financial year 2009-10 i.e. Rs. 1.20 per equity share of Rs. 10 each. Total amount of dividend outgo for the financial year shall be Rs. 412.17 million including corporate dividend tax amounting to Rs. 58.71 million.

Reserves

Out of the profits of the Company, a sum of Rs. 282.30 Million has been transferred to General Reserves during the year and total reserves and surplus of the Company are Rs. 18016.90 Million (including share premium) as on 31st March 2010.

Capital Structure

As on 31st March 2010, PTC has Authorized Share Capital of Rs. 750,00,00,000 and Paid-Up Capital of Rs. 2,94,54,74,010/- divided into 294,547,401 equity shares of Rs. 10 each. The equity shares of your Company are listed on Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Ltd. (NSE). The promoters i.e. NTPC Ltd. (NTPC) , Power Grid Corporation of India Ltd. (POWERGRID), Power Finance Corporation Ltd. (PFC) and NHPC Ltd. (NHPC) individually hold 4.075% each, or 16.30% collectively of the paid-up equity and subscribed share capital of your Company and the balance of 83.7% of the equity paid-up and subscribed share capital of your Company is held by Power Entities, Financial Institutions, Life Insurance Corporation of India and other Insurance Companies, Banking Institutions, Corporations, Investment Companies, Foreign Institutional Investors, Private Utilities and others including general public at large. The shareholding pattern of your Company as on 31.03.2010 is as follows:-

Category No. of shares Percentage of

held shareholding

A. Promoters holding

1. Promoters

- Indian Promoters 48,000,000 16.30

- Foreign Promoters - -

2. Persons acting in concert - -

Sub-Total 48,000,000 16.30

B. Non-Promoters Holding

1. Institutions

Mutual Funds and UTI 69,790,601 23.69

Banks and Financial Institutions 28,655,973 9.73

Insurance Companies 48,931,102 16.61

FIIs 55,033,293 18.68

Sub-Total B(1) 202,410,969 68.72

2. Non Institutions

Bodies Corporate (incl. DVC) 17,408,150 5.91

Individuals 21,788,662 7.40

(Holding nominal share capital

upto Rs. One lac)

Individuals 3,003,797 1.02

(Holding nominal share capital

in excess of Rs. One lac) Others

- NRIs 1,753,877 0.60

- Trusts and Foundations 181,946 0.06

Sub-Total B (2) 44,136,432 14.98

Total Public Shareholding 246,547,401 83.70

GRAND TOTAL 294,547,401 100.00



Distribution of shareholding - As on 31.03.2010 Nominal value of each share is Rs. 10/-

Number Range No. of % To Total of Shares Capital Folios

116048 Upto 500 13133475 4.46

4407 501 1000 3656010 1.24

1799 1001 2000 2739815 0.93

508 2001 3000 1307394 0.44

242 3001 4000 858287 0.29

216 4001 5000 1028579 0.35

267 5001 10000 2016272 0.68

213 10001 50000 4659265 1.58

40 50001 100000 2751420 0.93

150 100001 Above 262396884 89.08

123890 Total 294547401 100.00



Net Worth and Earning Per Share (EPS)

As on 31st March 2010, net worth of your company aggregates to Rs. 20962.37 mn as compared to Rs. 15365.23 mn for the previous year thereby registering a growth of 36.43%.

EPS of the Company as on 31.03.2010 stands at Rs. 3.31 in comparison to Rs. 3.99 as on 31.03.2009.

Management discussion and analysis

The short term power market in India has witnessed further consolidation during the year- it not only grew in absolute size in volume terms but its share as percentage of total electricity generation in the country also grew noticeably. Of the total electricity generation in India during 2009, short term power market including trading through power exchange, comprises about 5%. UI volume is about 3% of total electricity generation and the balance 92% of the generation is being procured mainly by distribution utilities through long term contracts.

The short term market is showing rising trend and from 3.28% in 2008, this has increased to a level of 4.08% during the year 2009. The volume traded on power exchange was 1% of the total electricity generation.

In terms of volume (kWh), the short term electricity market size was about 30.6 Billion kWh during the year 2009 - about 20.3 % higher compared to 23.37 BU transacted during the year 2008-09. In monetary terms, size of this short term market was about Rs. 20,000/- crores. During the year 2009-10 actual volume transacted in short term could have been 50-60% higher had there been no congestion prevailing in the market.

As on 31.12.2008 there were 38 electricity trading licensees out of which there are 15 licensees in category-I (unlimited trading). Top 5 trading licensee have more than 83% power market share. Out of which PTC share alone is 43%. Gap between PTC and the second largest trader (NVVN-13.25% share) is quite high.

PTCs cross border trade volume from Bhutan, which is almost 30 % of its portfolio, may gradually fall particularly due to expected lower average rainfall and also rising domestic demand in Bhutan. Domestic load in Bhutan is growing whereas there is no likely capacity addition in the foreseeable future. Since Bhutan gives priority to its domestic consumption / economic growth over the export and there is rapid rise in demand, it is expected that in the coming years there will be drop in the surplus power export.

During the year there was significant jump in the domestic transaction due to continued market efforts through portfolio management of some of the States. In the long term segment although power has started to be available to PTC from projects like Samal, Baglihar and Meenaxi, some of the long term projects are under PPA disputes / litigation and there could be some uncertainty in getting power from such projects.

CERC analyses volume of electricity transacted through trading licensees using the HERFINDAHL - HIRSCHMAN INDEX (HHI) for measuring the competition among trading licensee. HHI between 0.10 to 0.18 indicates moderate concentration and HHI above 0.18 indicates higher concentration/ market power among trading licensee. PTC HHI is 0.18, which shows moderate level of concentration / market power despite a large market share.

In FY 2009-10 as compared to the previous year average prices have come down for bilateral trade from Rs. 7.31/kWh to Rs. 5.26/kWh and for power exchange from Rs. 7.49 /kWh to Rs. 4.99/kWh.

Average prices over the year are slightly higher in OTC market than on Power Exchange. This is because OTC trades are firm contracts and there is premium for reliability and predictability. For 7 months of the last year PX average prices were higher than bilateral average prices whereas for 5 months, bilateral average prices were higher.

Short-term prices are showing a downward trend- prices have come down in both the platforms, bilateral and OTC. For procuring 5% of the short term electricity utilities had to incur a cost of 6.83%. Utilities sparingly use short term procurement option, mostly under distress situation. The cost of procurement by utilities which was 8% during 2008-09 has come down to 6.83% during 2009-10. This market trend of reduction in prices implies that competition is rising.

The short term prices are higher than the long term prices- and justifiably so due to persistent shortages. It gives a right kind of price signal for capacity addition. Nevertheless the regulators are concerned of high prices and have taken steps to

intervene in the short term market. The Company on the other hand continues to impress upon through regulatory and policy advocacy that the outcomes so far are but interplay of market demand and supply and the short term power market is expected to be a niche market with minimal regulatory intervention.

The country has two operational power exchanges, namely Indian Energy Exchange (IEX) and Power Exchange India Ltd (PXIL). IEX, co-promoted by PTC through its subsidiary PFS during the FY 2008-09, has the major share of trade on Power Exchanges. During the year 2009, for the first time industrial sector consumers have begun procurement of power through power exchange, mostly at the IEX.

CERC eased out the imposition of transaction margin cap during the year. Inter- state trading licensees could now charge margin up to 7 paise per kWh for cost of energy higher than Rs. 3 per kWh. Trading margin of 4 paise per kWh however continues as earlier for the cost of power at Rs. 3 per kWh or below. Trader-to- trader transaction has also been allowed albeit with above margin cap.

CERC brought out a comprehensive regulation on Power Market. Regulation on Renewable Energy including Renewable Energy Certificate is another initiative which would give a strong push to mainstream such sources of energy and increase their share. Transmission pricing regulation based on marginal participation method has also been issued - which is expected to address the pan-caking issues in transmission thus more suiting to the growth of power market. This will enable remotely-located hydro -electric generation resources, particularly in the north-eastern region, to be brought to the load centres through long-distance transmission lines.

The Un-scheduled Interchange (UI) mechanism has also been revamped recently. It is expected that UI will be used mainly for enforcing grid discipline- thus removing earlier aberration of this mechanism being used as a mode of trading of power.

Regulatory and policy initiatives such as development of power market through adequate grid augmentation, facilitating non-discriminatory open access to grid and ensuring grid discipline are slowly but steadily showing its impact on the power market and its growth.

Such initiatives could go a long way in further accelerated development of power market and to achieve the goal of about 15% of total electricity to be traded in short term power market as per National Electricity Policy.

The deepening of the power market has created renewed interest by the private investors and a demonstrable commercial orientation among power utilities. While investors and developers are enthusiastic about power sector, the major challenge that remains is to convince the states to vigorously pursue power sector reforms based on non-discriminatory open access.

With the revised trading margin regulation 2009-10, the long term contracts have been taken out from the purview of this regulation and it is expected that transactions under long term contracts would be covered in a competitive manner through negotiation between buyer and seller based on perceptible risk and returns. Your company expects that the average trading margin realized could be higher in the coming years.

Your company is participating in Case-I Tariff Based Competitive Bidding invited by various States, discoms, power utilities for procurement of power on long term and medium term basis. In accordance with National Tariff Policy, Electricity Utilities can procure power through competitive bidding process and for this purpose Ministry of Power has come out with Standard Bidding Document for Case-I Bidding.

Some States have also come out with Standard Bidding Document under Case-I for procurement of power such as Gujarat, Punjab, Karnataka, Maharashtra among others. PTC has been actively participating in such competitive bidding and is competitively placed in various bids which are to be finalized by the concerned power utilities.

There remain certain issues related to fuel, transmission, price escalation viz-a-viz rail freight which is acting as a barrier for expeditious finalization of such bids and has also resulted in lack of level playing field between generation close to pit-heads or resources vis-à-vis the generation located within the State but away from resource centres.

Your company is actively taking up related issues being faced by developers/ IPPs with the Ministry of Power, Government of India and appropriate regulatory commission to expedite the Case I Bidding which would result in tying up of long term power that PTC has under its portfolio by signing long term PPA with various IPPs / developers.

Short Term Trading

Your Company has completed another significant year of its operations, one in which it has further consolidated its position in the industry despite intense competition, downfall in cross-border traded volumes and less than expected contribution from its long term supply sources. This has been made possible through steep rise in domestic trade by bringing innovative solutions and managing key portfolio of some states so as to remain the front runner.

During the FY 2009-10, PTC total traded volumes touched 18236 MU, a 33% increase as against 13825 MUs during the previous year 2008-09. Your Company extended its existing agreements with Chhattisgarh, CPPs/IPPs for sale of their surplus power for period ranging between 1- 3 years. Negotiations are in advance stage with some other surplus States/Utilities for signing agreements on similar lines.

Initiatives such as Intra- State power trading in Tamil Nadu and enhancing trade from captive sources have also contributed to increase trade volumes. The Company also carried out a number of energy banking transactions during the year.

PTC volume on power exchange during 2009-10 reached 1830 MU against the previous year figure of 1317 MU -registering a growth of 33% over the previous year. Share of PTC traded volume on Power Exchange is about 10% of its portfolio. Long term power from projects have started contributing to trading volumes and the total MU traded from projects under long term PPA was 1535 MU.

Power Exchange Operation

CERC has permitted the trading of Power/Electricity through Power exchange with effect from June 2008. Currently, two power exchanges are operational in India, namely Indian Energy Exchange (IEX) and Power Exchange of India Limited (PXIL). Both these power exchanges facilitate an automated on-line platform for trading of power on day ahead basis via Day Ahead Market (DAM) as well as term ahead basis via Term Ahead Market (TAM). PTC is among the leading members of both the exchanges and has the biggest portfolio of State Utilities trading power on the exchanges via traders. Apart from the state utilities, PTCs list of clients range from various high power consumption industries to captive power plants in the states.

PTC provides its clients with a unique service of daily Power Status Report which includes information on price & volume of the power traded, weather forecast and system related information enabling the clients to schedule/ plan his daily power requirements as also assist in predicting their power supply/demand in future on the basis of comprehensive details.

Power trade with Bhutan

Your company continues to import power from 3 hydroelectric projects in Bhutan under long term bilateral arrangement.

Surplus power from 336 MW (4×84 MW) Chhukha project is being supplied to the Eastern Region constituents namely Bihar, DVC, Orissa, Jharkhand, Sikkim and West Bengal.

Surplus power from 60 MW (4×15 MW) Kurichhu project is being supplied to Eastern Region constituents namely West Bengal and DVC.

Surplus power from 1020 MW ( 6×170 MW) Tala project is being supplied to Bihar, DVC, Orissa, Jharkhand and West Bengal in the Eastern Region and to Delhi, Haryana, J&K, Punjab, Rajasthan and Uttar Pradesh in the Northern Region.

During the year 2009-10, the total power imported from Bhutan was 5336 MU. During the high hydro months in the current year, there was more than 10% drop in the import of energy from Bhutan as compared to previous year. This was owing to less availability of water and increase in power demand in Bhutan.

Power Trade with Nepal

The bilateral exchange of power between the two countries is carried out under two categories: (a) arrangement under Indo-Nepal Power Exchange Committee and (b) commercial power transactions

Under commercial arrangement, your Company exports power to Nepal to meet their urgent requirement. Generally power on commercial principles is supplied to Nepal Electricity Authority (NEA) during winter months when their own hydro generation drops significantly. Your Company arranged 22 MW RTC power from 1st January 2010 till 30th April 2010 and about 69 MU were exported to Nepal.

Your Company is also exploring possibilities of entering into long term PPAs with the prospective IPPs in Nepal for import of power through new transmission corridor being proposed between India and Nepal.

Long Term Agreements for Purchase of power

While your company plans to build on its success in short term, it sees more sustainable growth in long term business and is accordingly organizing its efforts towards entering into medium and long term arrangements.

(A) Commissioned Projects

i. Power Projects commissioned before FY 2009 - 10

Baglihar HEP (450 MW) and Middle & Lower Kolab HEP (37 MW) were commissioned before FY 2009-10. PTC has a contracted capacity of 225 MW from 450 MW Baglihar HEP and the balance power is being consumed within the state of J&K. Out of 225 MW capacity, PTC has entered into long term Agreements for 150 MW and the balance 75 MW is being sold by PTC through short term contracts. Energy from Middle & Lower Kolab aggregating to 37 MW is being supplied to GRIDCO through long term Agreements.

ii. Power Projects commissioned in FY 2009 - 10

- Samal HEP in Orissa (20 MW)

The project has been commissioned in October, 2009. Entire capacity from the project has been tied-up with State of Orissa through long term Agreement

- Pathadi Thermal Power Plant (Phase-I, 300 MW)

The Project developed by Lanco Group has been commissioned in June,

2009. PTC is trading the power from the project in the short term market.

- SUGEN Gas Based Power Project in Gujarat (1100 MW)

The project developed by Torrent Group has been commissioned in August,

2010. PTC has signed PSA with the MPPTC, for sale of 100 MW plant capacity from the project. There were certain issues relating to fuel tariff which have now been amicably resolved but the power flow is yet to commence due to certain issues relating to open access which are being resolved shortly in the regional commercial committee meetings.

iii. Power Projects which are expected to commissioned in FY 2010 - 11

- Pathadi Thermal Power Plant (Phase-II, 300 MW)

The Project is under synchronization and power flow is expected to commence after the stabilization of the plant. PTC has signed Power Sale Agreement with Haryana. Bulk Power Transmission Agreement has also been signed with POWERGRID for evacuation of power from the project to Haryana periphery.

- Malana - II in Himachal Pradesh (100 MW)

The project developed by M/s. Everest Power Pvt. Ltd. is under advanced stage of construction and is expected to be commissioned by December, 2010. PTC has signed PPA for purchase of entire plant capacity with the developer and has also signed PSA for sale of entire capacity with State of Punjab.

- Biomass based power projects in Tamil Nadu (18 + 18 MW)

The projects are being developed by M/s. Auro Mira Biopower India Pvt Ltd. and M/s. Auro Mira Bio Systems Kanyakumari Pvt. Ltd. Both the projects are in advanced stage of construction and are expected to be commissioned in year 2010-11. Power from these projects would be sold through short term contracts.

- Budhil HEP in Himachal Pradesh (70 MW)

The project is developed by M/s. Lanco Green Power Pvt. Ltd. and is expected to be commissioned by March, 2011. PTC has tied up sale of entire plant capacity with Punjab.

B. Power Purchase Agreements finalized in 2009-10

During the year, PTC entered into Power Purchase Agreements with cumulative capacity of approximately 5700 MW. Power from most of the projects is being offered for sale through Case - 1 bidding process being initiated by State Utilities and Private Discoms. Cumulative PPAs at the end of the year is around 16,000 MW. The projects are based on domestic coal, imported coal, gas and hydro resources.

C. Memorandum of Understanding / Agreement

In addition to the above Projects, PTC has also signed MoUs/MoAs with number of Project developers for purchase of power aggregating to

approximately 6000 MW. Cumulative MoUs/MoAs at the end of the year by PTC is around 15,000 MW based on domestic coal, imported coal, gas and hydro resources.

D. Progress on Projects for which Agreements had been entered before FY 2009-10

Some of the main projects are:

- Teesta Stage–III HEP in Sikkim (1200 MW)

The Project has achieved financial closure and is under construction and is expected to be commissioned in the FY 2011-12. Punjab, Haryana, Uttar Pradesh and Rajasthan are the beneficiaries from the project with which PTC has entered into long term Power Sale Agreements. PTC will sell part capacity from the Project on short term basis.

- GMR Energy Limited in Orissa (1050 MW)

The Project is in advance stage of construction and is expected to be commissioned in the year 2011-12. PTC has tied-up sale of 300 MW net capacity from the project with Haryana discoms through Case-1 competitive bid process invited by the State of Haryana.

- Monnet Power Company Limited in Orissa (1050 MW)

The Project is in advance stage of construction and is expected to be commissioned in the year 2012-13. PTC has participated with competitive tariff in Case - I tenders for purchase of power on long term basis by the States of Bihar and Karnataka with 150 MW capacity each but, outcome of the bidding process is not known yet

- Simhapuri tolling project in Andhra Pradesh (200 MW)

The project is under advanced stage of construction and it is expected to be commissioned in the year 2011-12. The project has been set up as concept of tolling, PTC has signed Power Tolling Agreement wherein the power plant would generate power using imported coal supplied by PTC Group and supply power to PTC. The project is being developed by M/s. Simhapuri Energy Pvt. Ltd.

- Meenakshi Energy tolling Project in Andhra Pradesh (160 MW)

The Project is in advance stage of construction and it is expected to be commissioned in the year 2011-12. This is Power Tolling Agreement with tolling concept wherein the power plant would generate power using imported coal supplied by PTC Group and supply power to PTC. The project is being developed by M/s. Meenakshi Group.

E. Other Projects under consideration by PTC

PTC has received proposals for long term sale of power from various project developers aggregating to a capacity of about 5000 MW. PTC is actively evaluating these projects and is in discussion with developers for signing of MoUs/MoAs, based on marketability of power from these Projects.

II) Sale of Power

As per the Tariff Policy of Government of India, the long term power procurement by the SEBs/ DISCOMs has to be necessarily done through competitive bidding from 30th Sept, 2006 onwards. As such, sale of power by the Company to the State Utilities has to be through participation in the bidding process. The Company has participated in competitive bids invited by State Utilities of like Maharashtra, Rajasthan, Karnataka, Bihar, and Gujarat and has qualified for about 2580 MW capacity.

During the year, the Company has signed Power Sale Agreement (PSA) with GRIDCO, Haryana and Punjab for 170 MW capacity, thereby enhancing the cumulative PSA to about 3500 MW capacity.

Advisory Services

The Advisory Services at PTC continued its successful journey supporting its valued customers on setting up effective internal / external business processes and share its experience in dealing with emerging issues in the development of Power Market

The gamut of services offered by the group includes tariff and financial modeling for IPPs, preparation of pre-feasibility reports / DPRs for projects, preparation of RFP & RFQ for competitive bidding of power projects, market study reports amongst others.

The clientele ranges from the regulators, the state electricity boards to the private sector players keen to capitalize on the booming power sector in the country. Some important clients amongst others that availed advisory services this year are Government of Goa, Singareni Collieries Company Limited, Aryan Coal Benefication Ltd., amongst others.

Business and Knowledge Partnerships

Your company continues to manage successfully its business and knowledge partnership with industry associations such as CII, FICCI, ASSOCHAM, PHDCC and also organizations like TERI, CBIP, CEA, SWECO GRONER/ NORDPOOL, World Energy Council, USAID/ SARIE among others.

During the year 2009-10, Phase II of Indo Norwegian Program of Institutional Cooperation (INPIC) was successfully concluded. Both sides are now under active discussion to agree for technical collaboration in Phase–III.

Your company has embarked upon energy efficiency business by signing MOU with Bureau of Energy Efficiency (BEE) and during the year has made significant progress towards implementing some of the energy efficiency projects.

Human Resource

Employees are central as well as critical to your Company as they are our only assets. We have created an enabling work environment that encourages originality and innovative thinking. Your Companys brand value, growth and expansion into new areas have enabled us to attract and retain high caliber employees while engaging and nurturing them to achieve leadership in our area of operations.

Your Company has constantly developed and introduced policies and procedures that nurture the potential and talent of all our employees to optimize the benefits from this significant investment. Performance Management System, performance linked incentives, resource planning, training and development, career progression etc. are some of the policies and procedures that have matured over time.

Your Companys key focus has been to bring in fresh minds and leverage their talent and potential to meet the corporate objectives of the company. This is possible through identifying the best talent in campuses and grooming them. Every year we have gone to the best campuses and have inducted talent across various verticals of your Company.

Employee Stock Option Scheme 2008

Shareholder approval of the scheme was obtained at the Annual General Meeting held on 6th August, 2008 for introduction of Employee Stock Option Scheme at PTC India Ltd.

Under Employee Stock Option Scheme 2008, a second tranche of 0.75% of the Issued Share Capital base as on March 31, 2008 has been allotted as options to the employees. Disclosures as stipulated under the SEBI Guidelines have been made.

The details of schemes and relevant disclosures of ESoP are made in the Annexure to this report.

Conservation of Energy & Technology Absorption

As your Company is engaged in the activity of trading of power and other related activities, the particulars relating to conservation of energy and technology absorption respectively are not applicable to it.

The company had successfully ventured into the field of wind power generation in March, 2008. The 4 × 1.5 MW wind farm project of PTC is located at Sinnar, Nashik in Maharashtra. The PPA for the project has been executed with the state distribution utility (MSEDCL) for Rs. 3.50 / kWh with an escalation of 15 paisa / kWh per annum for 13 years. The project generated about 13.38 MUs of energy worth Rs. 4.88 Crores in FY2009-10.

Foreign exchange earnings & outgo etc.

The Company has incurred an expenditure of Rs. 17.48 Million (on accrual basis) in foreign exchange during the financial year 2009-2010. No foreign exchange was earned during the financial year.

Particulars of the employees u/s 217 (2A)

During the Financial Year ending 2010, no employee was employed for full or part of the year, who was in receipt of remuneration, which in aggregate or as the case may be, at a rate which, in the aggregate was not less than Rs 24 lacs per annum or Rs 2 lakh per month except the following employees the details of whom are given below:-

Name Sh. Sanjeev Mehra Sh. Deepak Amitabh

Designation EVP Director

Qualification B. Tech. M Sc.

Nature of EVP Director

Employment whether contractual or otherwise

Nature of Duties New Business Head of Finance,

of Employees Development Commercial &

Support Services

Last employment held Powergrid Corporation Government of India, of India Limited Ministry of Finance

Number of years of 28 26 experience

Age 51 50

Date of commencement 01.10.1999 03.09.2003

of employment

Gross Remuneration 2.93 4.10

(figures in Rs. Million)

No. of Equity Shares 45,055 40,300

held (of Rs. 10/- each)

Whether Relative of a No. No

Director or Manager

Other terms and No. No

conditions of

Employment



Name Sh. Shashi Shekhar Sh. T. N. Thakur

Designation Director Chairman &

Managing Director

Qualification IAS B.Sc. ( Engineering)

Nature of Employment Director CMD whether contractual of otherwise

Nature of Duties Head of Marketing Overall Managerial

& Corporate functions

of Employment Development of company

Last employment held Government of Power Finance

Tamilnadu and Corporation Ltd. Government of India

Number of years of 29 39 experience

Age 54 61

Date of commencement 29.06.2007 11.10.2000 of employment

Gross Remuneration 4.41 8.39

No. of Equity Shares 0 1,94,490 held

Whether Relative of a No No Director or Manager

Other terms and No No conditions of Employment



Employee for part of the year

Name Shri Arun Bhalla

Designation ED

Qualification ME

Nature of Employment whether contractual or otherwise ED

Nature of Duties of Employees Commercial and Operations

Last employment held Maharastra Power Transmission Structures Pvt Limited

Number of years of experience 34

Age 59

Date of commencement of employment and date of resignation 05.01.2006 to 16.02.2010

Gross Remuneration (figures in Rs. Million) 2.57

No. of Equity Shares held (of Rs. 10/- each) N.A.

Whether Relative of a Director or Manager

Other terms and conditions of Employment No



Auditors

- Statutory Auditors

M/s. T.R. Chadha & Company, Chartered Accountants were appointed as Statutory Auditors of the Company for the Financial Year 2009-2010 by the Shareholders in the tenth Annual General Meeting of the Company and shall hold office upto the conclusion of the forthcoming Annual General Meeting of the Company and have given their consent for re-appointment.

The Statutory Auditors have audited the Accounts of the Company for the Year ended 31 March 2010 and Audited Accounts together with the Auditors Report thereon are annexed to this report. There are no qualifying remarks from Statutory Auditors on the Accounts of the Company.

The shareholders will be required to elect auditors for the current year and fix their remuneration. The Company has received a written confirmation from M/s. T.R. Chadha & Company to the effect that their appointment, if made, would be in conformity with the limits prescribed in section 224(1B) of the Companies Act, 1956.

The Board recommends the appointment of M/s. T.R. Chadha & Company as the Statutory Auditors of the company for the Financial Year 2010-2011 by the Shareholders in the eleventh Annual General Meeting of the Company.

- Internal Auditors

M/s. Ravirajan & Co. Chartered Accountants, Delhi were appointed as Internal Auditors of the Company for the Financial Year 2009-2010 and their reports for the year were submitted to the Audit Committee.

- Cost Auditors

The cost auditors of the Company for the 4 × 1.5 MW wind farm project of PTC located at Sinnar, Nashik in Maharashtra are M/s. Ramnath Iyer & Company.

Subsidiary Companies

PTC India Financial Services Ltd. (PFS)

PTC India Financial Services Ltd. (PFS) wherein the Company holds 77.60% stake is one of the subsidiaries of PTC India Ltd.

Starting its business operations effectively from the September 2007, PFS in its third year of operation i.e. 2009-10, has recorded revenue income of Rs. 53.49 crore rising from Rs. 11.60 crore in 2008-09, despite the challenges faced in the economy recovering from the global financial meltdown.

The Profit Before Tax (PBT) has increased to Rs 36.70 crore, from Rs. 8.68 crore in the year 2008-09. This was largely due to increased level of disbursement of the loans to power projects - both term loan and mezzanine/short term loan, and increase in the fee-based income.

The amount of gross sanction of loan and equity made during the year in aggregate was Rs. 1727.34 crore compared to Rs. 721.46 crore in the previous year. The level of disbursement during the year was Rs. 181.59 Crores as equity and Rs. 287.20 Crores as debt compared to Rs. 168.79 crore and Rs. 20 crore respectively in the previous year.

On the resource mobilization, PFS, for the first time, accessed bond market in its endeavor to increase resource base. External Commercial Borrowing of USD 30 million has been recently sanctioned by a multi-lateral agency.

PTC Energy Limited (PEL)

PTC Energy Limited (PEL), a subsidiary of your company was formed in August 2008 with an objective to develop asset based business.

PEL, keeping in view the emerging opportunities in the power sector and large portfolio of power projects with required clearances and linkages had laid down an ambitious plan to enter into the business of generation, distribution, transmission and deal in electricity and all form of energy including sale and purchase of energy, coal/fuels, conversion of coal/ fuels into electricity ie tolling, fuel linkages and provide advisory services in energy sector including energy efficiency.

The business of Power Tolling Arrangements to provide developers with fuel linkages in return for ownership of a share of power produced and also undertake fuel intermediation to meet up the deficiency of fuel resources either through alternate fuel arrangements or import of coal, have been transferred from PTC to PEL.

During the year, PEL has also provided consultancy to clientele across different phases of the energy sector value chain.

Annual Accounts of the subsidiary companies

The Audited Accounts for the financial year 2009-10 of PFS and PEL, being subsidiaries of your Company, have been attached with the Annual Accounts of your Company along with the statements as per the provisions of Section 212 of the Act. A copy of Balance Sheet, profit and loss account, report of Board of Directors, report of Auditors and statement of interest of your Company in PFS and PEL is also enclosed.

Investment in other Companies

1. Your Company has earlier executed Equity Subscription Agreement (ESA) for investment in Athena Energy Ventures Pvt. Ltd. (AEVPL). As of now PTC has released Rs. 990 Million and the other investors of this Company are Athena Power Projects Limited and IDFC.

2. Your Company has earlier executed Equity Subscription Agreement (ESA) for investment in Krishna Godavari Power Utilities Limited upto Rs. 400 Million and as of now PTC has released Rs. 195.05 Million.

3. Teesta Urja Limited is developing 1200 MW Teesta-III Hydro Electric Project in the State of Sikkim. Your Company has acquired 11% subscribed equity in Teesta Urja Limited and has released Rs. 1254 Million.

4. Your Company has also formed a Joint Venture Company i.e. Barak Power Private Limited (BPPL) with BHEL for development of MW 125X2 project in the State of Assam. As of now, PTC and BHEL each has released Rs. 0.5 Million in BPPL.

Directors Responsibility Statement

In pursuance of Section 217 (2AA) of the Companies Act 1956, the Directors make the following responsibility statement that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed by PTC along with proper explanation relating to material departures;

2. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2010 and of the profit of the Company for that period;

3. Proper and sufficient care had been taken by the Directors for maintenance of adequate Accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities and

4. The Annual Accounts had been prepared on a going concern basis.

Acknowledgment

The Board of Directors acknowledge with deep appreciation the co-operation received from the Government of India, particularly the Ministry of Power, Ministry of External Affairs, State Electricity Utilities, State Governments, Regional Power Committees, Central Electricity Authority, Central Electricity Regulatory Commission and State Electricity Regulatory Commissions, Power Sector Organizations viz. Power Grid Corporation of India Ltd., NTPC Ltd., Power Finance Corporation Ltd., NHPC Ltd., Life Insurance Corporation of India and valuable investors of the Company.

The Board wishes to place on record its appreciation for efforts and contribution made by the employees at all levels which made possible the significant achievements by your Company.

For and on behalf of the Board of Directors Sd/- (Tantra Narayan Thakur) Chairman & Managing Director DIN00024322

Place : New Delhi Date : 12 th August, 2010


Mar 31, 2003

I have great pleasure in presenting to you, on behalf of the Board of Directors, the fourth Annual Report on the activities of the Power Trading Corporation of India Ltd., together with the Audited Accounts for the Financial Year 2002-2003.

Performance Highlights

The performance of your Company has indeed been excellent during the Financial Year 2002-03 as it traded 4178 MUs as against 1617 MUs during the previous year and achieved a turnover of Rs. 927 Crores (including other income) as against Rs. 366 Crore (including other income) in 2001-02 in spite of some major constraints affecting our transactions.

The Company spearheaded implementation of innovative concepts in trading of surplus power, like time of day trading for specific hours of the day with differential pricing , infirm (as and when available) power, short term trading for periods as low as three days etc. The recently introduced Time of Day trading concept has given a major impetus to PTCs vision for the power market, widening the spectrum of market participants,

with trading transactions covering the length and breadth of the country. Your Company has already made its presence felt in all the five Electricity Regions of the country and is also successfully managing sale of power from Bhutan.

Though the present trading transactions last from three days to three years, we hope to handle, in the foreseeable future, day-ahead transactions as also pursuing the segment of long- term contracts for trading in power. With encouraging response from State Utilities and private developers, the Company expects its business to increase substantially in the coming years.

Trading volumes for FY 2001- 02 and for FY 2002-03, and the projected figures in the Business Plan of the Company for the ensuing three years are as indicated below:

Parameters 2001-02 2002-03 2003-04 2004-05 2005-06 (actual) (actual) (projected) (projected) (projected)

Trading 1617 4178 5647* 6152 8786 Volumes (in MUs)

*PTC hopes to better the growth target and has set its sights on achieving 6150 MUs in 2003-04.

Financial Performance

Your Company earned a profit after tax of Rs. 9.84 Crores for the FY 2002-03 compared to Rs. 7.35 Crores in the previous year. It has paid an interim dividend @ 7% to the shareholders. The interim dividend is proposed to be treated as the final dividend. An amount of Rs. 7.61 Crores have been transferred to Reserves and Surplus this year, thus totaling the Reserve and Surplus to Rs. 13.31 Crores.

The financial results of the Company for the FY 2002-03 vis-a-vis 2001-02 are summarized as under:

Particulars For the Year For the Year ended ended 31.03.2003 31.03.2002 (Rs. in Crores) (Rs. in Crores)

Electricity Sales 903.71 357.11

Other Income 3.27 2.46

Electricity Purchase 882.46 349.02

Employee Cost 1.51 0.99

Other Expenses 1.75 0.76

Profit before amortization, depreciation and prior period items (A-B) 20.67 8.02

Amortization and Depreciation 1.12 0.36

Prior Period Expenses 0.02 -

Profit Before Tax 19.53 7.66

Provision for Taxation (including deferred tax expenditure) 9.69 0.31

Net Profit After Tax 9.84 7.35

Dividend 2.23 1.48

Balance carried forward to Balance Sheet 7.61 5.70

Earning Per Share in Rs. 3.90 3.47 (Annualised)

Capital Structure

The Capital base of PTC has undergone significant restructuring.

The authorized share capital of PTC has been raised to Rs. 750 crores from the original Rs. 150 Crores. The four Central Public Sector Power Companies i.e. National Thermal Power Corporation Ltd. (NTPC), Power Grid Corporation of India Ltd. (POWERGRID), Power Finance Corporation Ltd. (PFC) and National Hydroelectric Power Corporation Ltd. (NHPC) would

contribute 8% each upto the authorized capital of Rs. 750 crores, thereby bringing the aggregate to 32%. The balance 68% may be raised from State Governments, State Electricity Boards, Power Utilities, Generating/ Transmission/ Distribution Companies, Financial Institutions, Unit Trust of India, Life Insurance Corporation of India, Insurance Companies, Banking Institutions, Corporations, Investment Companies, Independent Power Producers (IPPs), Private Utilities and others including Public at large.

Equity Subscription Agreements have been signed with Damodar Valley Corporation (DVC) and Tata Power Company (TPC). These Companies have subscribed an amount of Rs. 10 Crore each towards equity of PTC. A joint Equity Subscription Agreement had also been signed with five Financial Institutions [Industrial Development Bank of India (IDBI), Infrastructure Development Finance Company Ltd. (IDFC), Life Insurance Corporation of India (LIC), General Insurance Corporation of India (GIC) and IFCI Ltd] and PTC for an aggregate investment of Rs. 18.5 Crore in the equity of PTC.

Growth in Net worth

As on 31.3.2003, the paid-up capital of the Company was Rs. 72.50 Crores which has subsequently been raised to Rs. 74.50 Crores. It shall be progressively

enhanced from time to time to meet the growing business requirement, of the company. Based on the growing trading projections for next year, it is proposed to raise the capital further.

Trading of Power

Your Companys trading volumes, which touched a figure of 4178 MUs of energy during the year 2002-03, has been spread over a large number of customers. PTC purchased power from many state utilities like WBPDCL (1153 MUs), GOA (612 MUs), PSEB (48 MUs), MALANA (275 MUs), APTRANSCO (101 MUs), CSEB (17 MUs), UPCL (951 MUs), DTL (380 MUs), DVC (177 MUs), CHUKHA (333 MUs), KURICHHU (74 MUs). The list of utilities to which PTC sold power had also increased during the financial year. The list includes DTL (1326 MUs), HVPNL (546 MUs), KPTCL (173 MUs), GEB (306 MUs), RRVPNL (67 MUs), MPSEB (512 MUs), MSEB (576 MUs), KSEB (34 MUs). Growth in trading volumes (MUs)

Trading Highlights for the year

- 200 MW From West Bengal to Delhi & Haryana

- 250 MW From West Bengal to Maharashtra

- 400 MW From West Bengal to Madhya Pradesh

- 200 MW From DVC to Kerala & Karnataka

- 50 MW From DVC to Maharashtra

- 200 MW From Uttaranchal to Delhi

- 50 MW From Uttaranchal to Haryana, Rajasthan, Punjab

- 50 MW From Uttaranchal to Maharashtra, Madhya Pradesh

- 85 MW From Goa to Maharashtra , Madhya Pradesh & Gujarat

- 50 MW From Punjab to Rajasthan, Madhya Pradesh

- 300 MW From Delhi to Maharashtra

- 200 MW From Delhi to Madhya Pradesh

- 70 MW From Himachal to Haryana (Private Hydro Power)

As mentioned earlier, the agreements for the purchase and sale of power are for varying periods from three days to three years. It is expected that PTC may be able to extend the trading of power against most of the existing agreements. PTC has also affected trading at very short notice, as in the case sale of power to Pondichery, sourced from UPCL, and also for Delhi power to Haryana, Goa power to Chandigarh & Punjab, thus providing timely and emergent service to its customers. PTC presently has two major products for surplus power, namely Round The Clock power and Time of Day power for specific hours each day. PTC has adopted five broad price bands for power viz for evening peak hours, morning peak hours, Round The Clock, day off-peak and night off-peak periods. PTC is also trying to increase its customer base by tapping new opportunities in the market, like trading of unrequisitioned power and spot power. Your Company also plans to create the

necessary infrastructure for enabling online trading in the foreseeable future.

UI trading between WR and SR

After implementation of Availability Based Tariff (ABT) in the Western Region in July 2002, unscheduled inter- regional transactions with the Southern Region were stopped due to non availability of compatible commercial mechanism between the two Regions. PTC facilitated this Unscheduled Inter-change (UI) of power between the Western Region, which was under ABT regime, and the Southern Region which was then not in ABT regime. This resulted in a win-win situation for both the regions as SR constituents received cheaper power and WRs bottled up power was utilized.

Power Exchange with Bhutan

The Ministry of Power, Government of India, entrusted the assignment of purchase and sale of surplus power from 336 MW Chukha Hydroelectric Project (CHPC) and 60 MW Kuricchu Hydroelectric Project (KHPC), both located in Bhutan, to your Company. PTC and the Department of Energy, Royal Government of Bhutan, signed agreements to this effect at Thimphu on 31st August 2002. The term of the agreement for purchase of power from CHPC is upto 31.03.2017 and for purchase of power from KHPC is upto 31.03.2027, with provision for further extension as the parties may mutually agree.

The two sides have maintained excellent cooperation and understanding since the trading function of Chukha and Kurichhu power was taken over by PTC. Initiatives taken by PTC for prompt deposit of payments to the account of CHPC and KHPC for purchase of power has been well appreciated by the Bhutanese authorities.

Surplus power from Chukha project is being supplied to the Eastern Region constituents namely WBSEB, DVC, Sikkim, GRIDCO, BSEB and JSEB. PTC traded 337.6 MUs of energy from CHPC during the period 1st October 2002 to 31st March 2003.

Surplus power from Kurichhu project is being shared by WBSEB and DVC on 50:50 basis. PTC traded 81.3 MUs of energy from KHPC during the period 1st October 2002 to 31st March 2003.

The assignment, earlier dealt by POWERGRID, was taken over by PTC with effect from 1st October 2002. The agreements signed by PTC with the Eastern Region constituents provide for payment security mechanism by way of opening of LC.

Indo-Nepal Power Exchange

PTC, designated by the Government of India in July 2001 as the nodal agency for Indo-Nepal power exchange, has been interacting with the Nepal Electricity Authority (NEA) and the concerned agencies in India for import of surplus power from Nepal and on the

issue of formulation of tariff based on commercial principles for exchange of power between the two countries.

During a high level meeting held in Kathmandu in September 2001, NEA had informed that with the commissioning of Kaligandki H.E. Project (144 MW), they would be surplus in power by 100-150 MW during the months of May to October from year 2002 to year 2017. Since the present interconnections are not adequate to support the level of exchange of 100-150 MW power, PTC entered into an agreement with POWERGRID for payment guarantees for construction of the Indian portion of a 132kV Double Circuit line between Anandnagar in Uttar Pradesh and Butwal in Nepal to enhance the quantum of Indo-Nepal Power Exchange. The agreement which commits PTC to pay future usage charges for the transmission line to be constructed, operated & maintained by POWERGRID was signed on 4th December 2002 at New Delhi and is the first of its kind in the country entered into between a Trading Company and the Central Transmission Utility.

During the 7th Power Exchange Committee meeting between India and Nepal, held in March 2003 at New Delhi, it was agreed that PTC shall act as a nodal agency for prospective bilateral exchange of power at the border between the three utilities (Bihar, Uttar Pradesh and Uttaranchal) from the Indian

side and NEA with effect from 1. 6. 2003. However, the role of PTC in this connection would be limited to the extent of billing and revenue collection only. PTC shall be the sole agency from the Indian side for finalizing all commercial and technical arrangements/systems with NEA and for co-ordination with associated Indian agencies. Sale of power would be dealt with by PTC and NEA directly on commercial basis based on the market conditions.

Facilitation of projects

Your Company is giving a renewed thrust towards facilitation of private power projects by taking steps to enter into long- term power purchase agreements with them. Besides giving an impetus to the power development programme in the country, this will also add significantly to the strength of your Company as a major player in the Indian Power Sector in the years to come. A brief overview of some projects that are under active consideration by your Company is given below.

Maithon Right Bank Thermal Power Project (1000 MW) – Jharkhand

Maithon Right Bank Thermal Power Project is being implemented as a Joint Venture between Damodar Valley Corporation and BSES Ltd in Dhanbad district of Jharkhand.

The project will have a gross generation of 7400 MUs per year and has been identified as a Mega Power Project by the Govt. of India. The developer is in the process of obtaining various required statutory clearances and the project is targeted to be commissioned by 2008.

The developers have submitted a tariff offer. PTC has initiated the process of locating offtakers and has evinced interest from several prospective beneficiaries for purchase of power from the project. In order to take things forward in a smooth and structured manner, an MOU was signed with the developers in December 2002. Discussions on the Power Purchase Agreement are in process.

West Seti Hydro Electric Power Project (750 MW) – Nepal

The West Seti Hydro Electric project is being developed by M/s Snowy Mountain Engineering Corporation (SMEC), an international developer, in Nepal. The project will generate 3335 MUs of energy in a 50% dependable year. The main attraction of the project is its large reservoir which can hold water for one month generation at full capacity that makes the project capable of producing peaking power for 8 hours a day round the year.

The developers have submitted a techno commercial proposal to PTC in the form of a tariff based offer. An MOU was signed with the developers in September, 2002. Discussions on the PPA and tariff are on with the developer. PTC is also in the process of finalizing the

offtakers of power from the project. The project is expected to be commissioned in mid 2009.

Vemagiri Gas Based CCPP, Phase – II (370 MW) – Andhra Pradesh

The Vemagiri Combined Cycle Power plant is being developed by the GMR group in the East Godavari district of Andhra Pradesh. The Govt. of Andhra Pradesh initially permitted the company to establish, operate and maintain a 520 MW project to be implemented in two stages of 370 MW and 150 MW respectively. The sale of power from the 370 MW Phase – I of the project has been tied up with APTRANSCO.

The developer now proposes to expand the permitted capacity of the Phase – II from 150 MW to 370 MW and sell this power through PTC. The developer has also submitted an indicative tariff proposal to PTC based

on which an MOU was signed with the developer in March 2003. The offtakers of power from this project are likely to be the States in the Southern Region, specifically Tamil Nadu, Kerala and Karnataka.

Middle & Lower Kolab Small Hydro Electric Projects (37 MW) – Orissa

The above projects located in Koraput and Malkangiri districts of Orissa respectively are being developed by M/s Meenakshi Power Limited (MPL) - 25 MW (2 X 12.5 MW) and M/s Whiteline Constructions Private Limited (WCPL) – 12 MW ( 3 X 4 MW) respectively. However MPL will be solely responsible to PTC for the implementation and sale of power from the above projects. The projects are run of river type without any pondage and are expected to be commissioned in 2005 – 06. A total of around 120 MUs of energy is expected to be available from the projects. The projects include a 220 KV transmission system upto the sale point, the POWERGRID substation at Jeypore.

The developer submitted a tariff offer to PTC which was subsequently negotiated and brought down to a reasonable level. Following this, an MOU was signed with the developer in November 2001. West Bengal State Electricity Board has agreed to purchase the entire generation and an MOU was signed with them in March 2003.

In order to facilitate the development of the project, your Company had taken the initiative by discussing with IREDA for the financing of the project on terms and conditions conducive to creating a tariff stream acceptable to the market. IREDA has now set a precedent by approving in-principle sanction of the required loan to the developer, to be repaid over twelve years, based on the MOU for purchase of power between PTC and the developer and on finalization of the tariff. This reflects the growing confidence of the various market players in your Companys strength. PPA negotiations are currently on with the developer.

Samal Barrage Small Hydro Electric Project (20 MW) – Orissa

The Samal Barrage Small Hydro Electric Project (5 X 4 MW) is being developed by M/s Orissa Power Consortium Limited in

the Angul district of Orissa. Energy of 120 MUs per year is expected to be available at the project busbar. The project is designed to provide peaking power for about 6 hours a day, except during the rainy season, when it would provide round the clock power.

An MOU was signed between PTC and the developer in June 2002. PTC is assisting the developer to obtain financing for the project as also to locate the final offtakers of power. PPA negotiations are also on with the developer.

Other Projects

In addition to the above mentioned projects for which MOUs have already been signed with the developers, several other developers have also evinced interest in tying up with PTC for long term sale of power. PTC is actively evaluating these projects to select the ones it considers marketable. Some of these projects are:

- 1000 MW Karcham Wangtoo Hydro Electric Project in Himachal Pradesh

- 192 MW Allain Duhangan Hydro Electric Project in Himachal Pradesh

- 100 MW Malana – II Hydro Electric Project in Himachal Pradesh

- 70 MW Dhamwari Sunda Hydro Electric Project in Himachal Pradesh

- 1500 MW Tipaimukh Hydro Electric Project in Northern East Region

- Small Hydro Electric projects in Uttaranchal and Orissa

- 500 MW Mejia Thermal Power Plant (Units 5&6) of DVC in West Bengal

- 500 MW Chandrapura Thermal Power Station (Unit 7&8) of DVC in Jharkhand

- 25 MW Kanoria Chemicals Thermal Power Plant in Uttar Pradesh

New Corporate / Registered Office

Your Company shifted its Corporate / Registered Office in September 2002 to its own premises at Bhikaji Cama Place. Besides well planned workstations for the employees, the new

office provides all the modern infrastructural facilities like conference rooms, meeting rooms, library, cafeteria and fitness centre etc., which will go a long way in providing an excellent work environment in your Company.

Manpower/Support Services

In line with its belief that human resources are the Companys best and most precious assets, your Company encourages them to contribute to its progress, prosperity and growth. At present, your Company has 52 employees which include deputationists from the Government of India, NTPC, POWERGRID, NHPC and campus recruits from Premier Management Institutes of India, besides support staff recruited at various levels.

Your Company believes in a lean structure with professional expertise in core areas of functioning. It also firmly believes in attracting the best talent available in the market for continuous renewal of the organization and retaining them by fostering organizational loyalty through a mix of compensatory, growth and cultural benefits. In keeping with this philosophy, the Company

has offered an absorption package for the deputationists, who have been key partners in the growth of your Company.

The Company has developed its own culture focusing on performance based growth with minimum of hierarchical levels. A sense of ownership and commitment is fostered through linking of performance to the incentive component of their pay package.

The Company is in the process of evolving a Performance Appraisal system with additional elements of customer related and knowledge targets for objective feedback for developmental process. A multi rater 360 degree Appraisal system is proposed to be introduced.

PTC has participated actively in the South Asian Regional Initiative (Energy), a program of the USAID, which has facilitated greater appreciation of power sector issues in countries of the South Asian Region i.e. India, Bhutan, Nepal, Bangladesh, Sri Lanka and the Maldives, thus leading to evolution of better solutions from cross-border energy trade. PTC has also participated in the India Energy Partnership Programme of the USEA. It is also

proposed to have an exchange programme with the NORDPOOL, which is the leading power pool in the world.

Knowledge Management

The Company has embarked on the first leg of integrating Knowledge Strategy with a sound Business Strategy by setting up of an in house corporate intranet and Knowledge Networking Site which seeks to continuously incorporate global best practices and innovatively disseminates information. The Knowledge Management exercise has also been striving to codify contextual knowledge residing within key personnel, so that relevant experiential knowledge is institutionalized and made available to future generations of the organization.

Social responsibility

In keeping with its guiding principle to be a socially responsible corporate citizen, your Company donated some of its office furniture, rendered surplus during the shifting of its offices to the new premises, to a prominent and highly reputed NGO Child Relief & You - CRY. The gesture was wholeheartedly appreciated by CRY, who will make use of the furniture in the project offices.

Conservation of Energy, Technology Absorption, Foreign exchange earnings & outgo etc.

PTC being engaged in trading of power, particulars relating to conservation of energy and technology absorption are not really applicable to it. The Company has incurred an expenditure of Rs 6.21 lacs (net on accrual basis) in foreign exchange on payment to consultants, traveling expenses etc. during the financial year 2002-2003.

Particulars of the employees

During the Financial Year 2002-2003, no employee who was in receipt of gross remuneration in excess of Rs twenty four lacs per annum or Rs two lac per month was employed for full or part of the year.

Auditors

M/s. DCG & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company for the Financial Year 2002- 2003 by C&AG of India. The Statutory Auditors have audited the Accounts of the Company for the Year ended 31 March 2003 and Audited Accounts together with the Auditors Report thereon are annexed to this report. It is gratifying to note that there are no qualifying remarks from Statutory Auditors on the Accounts of the Company.

Review of Accounts by the C&AG of India.

The comments of Comptroller & Auditor General of India and replies of the Company are placed at Annexe-I.

Directors Responsibility Statement

In pursuance of section 217 (2AA) of the Companies Act 1956, the Directors make the following responsibility statement:

(i) In the preparation of the Annual Accounts, the applicable Accounting standards have been followed by PTC along with proper explanation relating to material departures;

(ii) The Directors had selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2002-03 and of the profit or loss of the Company for that period;

(iii) Proper and sufficient care was taken by Directors for maintenance of adequate Accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities and

(iv) The Annual Accounts were prepared on a going concern basis.

Audit Committee

Consequent to the appointment of Shri H.L. Bajaj, as Chairman, Central Electricity Authority, he ceased to be a Director of your

Company as also a Member of the Audit Committee of the Company w.e.f. 1.7.2002 and in his place Dr. K.K. Govil joined the Audit Committee. Shri J. Haque joined the Audit Committee w.e.f. 2.12.2002 in place of Shri T.N. Thakur. Presently, Audit Committee is chaired by Dr. K.K. Govil and its two other members are Shri J. Haque and Shri S.K. Dube. The said Audit Committee has reviewed the Annual Financial Statements, before submission to the Board, as prescribed in section 292 (A) of the Companies Act 1956.

Board of Directors

The following changes have taken place in the Board of Directors of the Company since last report:-

1. Shri H.L. Bajaj representing NTPC ceased to be Director of the Company w.e.f. 1.7.2002.

2. Shri P.I. Suvrathan representing Ministry of Power, Government of India ceased to be Director of the Company w.e.f.10.7.2002.

3. Shri R.D. Kakkar representing POWERGRID ceased to be Director of the Company w.e.f. 31.10.2002.

4. Shri Shyam Wadhera representing NTPC was appointed

as Director of the Company w.e.f. 8.7.2002. Now NTPC has proposed the name of Shri R.D. Gupta to be appointed as Director representing NTPC, who will be the substitute for Shri Wadhera who will cease to be a Director of PTC.

5. Shri A.K. Kutty representing Ministry of Power, Government of India was appointed as Director of the Company w.e.f. 28.10.2002.

6. Shri J. Haque representing POWERGRID was appointed as Director of the Company w.e.f. 14.11.2002.

7. Shri A.K. Palit representing DVC was appointed as Director of the Company w.e.f. 29.11.2002.

8. Shri S. K. Dube was appointed as Director (Operations) of the Company w.e.f. 2.12.2002. He was earlier a part-time Director of the Company.

9. Shri Mahendra Kumar was appointed as Director (Business Development) of the Company w.e.f. 2.12.2002. Earlier, he was Executive Vice President in the Company.

10. Shri F.A. Vandrewala representing Tata Power Company was appointed as Director of the Company w.e.f. 24.2.2003.

11. Shri S.S. Jamwal representing NHPC was appointed as Director of the Company w.e.f. 24.2.2003.

12. Shri V.K. Saxena representing Financial Institutions was appointed as Director of the Company w.e.f. 5.5.2003.

The Board places on record its warm appreciation of the valuable contribution made by the outgoing Directors as members of the Board.

Acknowledgment

The Board of Directors acknowledge with deep appreciation the co-operation received from the Government of India, particularly the Ministry of Power, State Electricity Boards, State Governments, Regional Electricity Boards, Central Electricity Authority, Central Electricity Regulatory Commission and State Electricity Regulatory Commission, Power Sector Organizations viz. Power Grid Corporation of India Ltd., National Thermal Power Corporation Ltd., Power Finance Corporation Ltd., National Hydroelectric Power Corporation Ltd., Damodar Valley

Corporation and Tata Power Company, Financial Institutions viz. Industrial Development Bank of India, Infrastructure Development Finance Company Ltd., Life Insurance Corporation of India , General Insurance Corporation of India and IFCI Ltd.

The Board also acknowledges with thanks the constructive suggestions received from C&AG of India and the Statutory Auditors during the Audit process.

The Board wishes to place on record its appreciation for efforts and contribution made by the employees at all levels which made possible the significant achievements by your Company.

For and on behalf of the Board of Directors

(Tantra Narayan Thakur) Chairman & Managing Director

Place: New Delhi Date : 20/5/2003


Mar 31, 2002

I have great pleasure in presenting to you, on behalf of the Board of Directors, the third Annual Report on the activities of Power Trading Corporation of India Ltd. together with the Audited Accounts for the Financial Year 2001-2002.

Performance Highlights

The Directors are pleased to inform you that performance of your Company during the year has been excellent in as much as, it has achieved a turnover of Rs.364 Crores as against Rs. 11.62 Crores in the last Financial Year (FY). The Company has earned a profit after tax of Rs.7.35 Crores during 2001-2002 and after setting off its earlier losses, the profit comes to Rs. 7.18 Crores, out of which an amount of Rs. 5.7 Crores has been transferred to ‘Reserves and Surplus. A maiden dividend @ 7% on the paid up share capital of the Company has been recommended for the FY 2001-2002.

The Company has traded 1617 MUs till March 2002 as against 43.77 MUs traded in the preceding year. During the year, energy was bought from the State Utilities viz. Chhattisgarh State Electricity Board, Goa Electricity Department, West Bengal Power Development Corporation Ltd., Uttaranchal Power Corporation Ltd. and one IPP namely Malana Power Company Ltd. and sold to the State Utilities viz. Karnataka Power Transmission Corporation Ltd., Gujarat Electricity Board, Delhi Vidyut Board and Haryana Vidyut Prasaran Nigam Ltd. Such trading opportunities are expected to rise in future and the Company proposes to pursue trading activities vigorously with a view to optimize utilization of existing generation resources in the country and to meet the demand in the deficit locations.

Against the agreement between the Company and the West Bengal Power Development Corporation Ltd.

(WBPDCL) in Eastern Region for purchase of power upto 200 MW, the power started flowing from WBPDCL to Delhi and Haryana w.e.f. 12 June 2001. Your company went on enhancing power flow from different sources over the last one year and the pattern of flow during different months of the year is shown in the diagram.

Trading of power from Chukha and Kurichhu Power Projects is expected to be taken over by the Company shortly during the year 2002-03. The Company has also received some offers from Captive Power Plants and SEBs / power departments for sale of their surplus power and the matter is being pursued. Requests have also been received from some deficit SEBs for purchase of Power through PTC on a short-term basis and attempts are being made to meet their requirements from the surplus utilities.

Financial Performance

The financial results of the Company for the FY 2001-2002 are summarized as under :

Financial Highlights

Figures in Rs. Lacs

Income

Electricity Sales 35,402.53

Service charges 307.88

Rebate on purchase of power 683.06

Other income 246.41

Total 36,639.88 Less

Electricity Purchase 34,901.70

Rebate on sale of power 746.96

Employee Cost 99.14

Other Expenses 76.50

Foreign Exchange Fluctuation 14.05

Total 35,838.35

Amortization and Depreciation 35.64

Profit before tax 765.89

Provision for Taxation 31.16

Net Profit After Tax 734.73

Adjustment of previous losses 16.21

Proposed dividend 148.32

Reserve and Surplus

(Balance Carried forward to Balance Sheet) 570.20 Share capital

As on 31st March 2002, the Companys Authorized Capital was Rs. 150 Crore and paid up equity capital was Rs. 24 Crore, received from its three Promoter Companies viz. Rs. 12 Crore from Power Grid Corporation of India Ltd. and Rs. 6 Crore each from National Thermal Power Corporation Ltd. and Power Finance Corporation Ltd. The equity will be raised in line with the fund requirements of the Company as per its Business Plan. Discussions are underway with the FIs and Investment Companies viz. ICICI, IDBI, IFCI, IDFC, LIC and GIC to finalize the terms and conditions of Equity Participation. A Meeting was also convened on 7 May 2002 at Mumbai between PTC and the Financial Institutions, where various issues of equity participation in PTC were discussed and equity participation of some of these organisations in PTCs equity capital is expected soon. With widening of equity base, the Company will have better leverage to undertake trading operations.

Directors Responsibility Statement

In pursuance of section 217 (2AA) of the Companies Act 1956, the Directors make the following responsibility statement:

(i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed by PTC along with proper explanation relating to material departures;

(ii) The Directors had selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2001-02 and of the profit or loss of the Company for that period;

(iii) Proper and sufficient care was taken by Directors for maintenance of adequate Accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities and

(iv) The Annual Accounts were prepared on a going concern basis.

Audit Committee

Consequent to the appointment of Shri Rakesh Nath, as Chairman, Bhakra Beas Management Board, he ceased to be a Director as also the Member of the Audit Committee of Company w.e.f. 16.10. 2002 and in his place Shri T.N. Thakur, Chairman & Managing Director joined the Audit Committee on 3.12.2001. The said Audit Committee reviewed the Annual Financial Statements, before submission to the Board, as prescribed in section 292 (A) of the Companies Act 1956.

Trading of Power

As stated earlier, PTCs trading touched a figure of 1617.43 MUs of energy during the year 2001-02 as against 43.77 MUs during the previous year. PTC purchased 807.83 MUs from WBPDCL for supply to DVB (504.89 MU) & HVPNL (302.94 MUs), 150.13 MUs from Malana Power Company, a private generating company, for sale to DVB, and 34.80 MUs from Uttaranchal Power Corporation for sale to DVB, 320.24 MUs from Goa for sale to GEB (237.60 MUs) & KPTCL (82.64 MUs) and 304.43 MUs from CSEB for sale to KPTCL (297.28 MUs) & DVB (7.15 MUs).

Trading Highlights

160 MW From West Bengal to Delhi & Haryana

70 MW From Himachal to Delhi (Private Hydro Power)

50 MW From Goa to Gujarat

25 MW From Goa to Karnataka

100 MW From Chhattisgarh to Karnataka

100 MW From Chhattisgarh to Delhi (Peaking power)

50 MW From Uttaranchal to Delhi

Another 400-500 MW transaction is being finalised shortly.

All the agreements for purchase and sale of power were signed for the varying period upto one year. It is expected that PTC may be able to extend the trading of power against the existing agreements. HVPNL, HPSEB, PSEB, JSEB and APTRANSCO have shown interest in sale of seasonal surplus power and many other states have shown interest in purchase of power through PTC. PTC is getting the technical feasibility examined for trading of power from different sources and taking up the matter to convert such opportunities to physical trading of power.

Indo-Nepal Power Exchange

PTC, nominated by Govt. of India in July 2001 as the nodal agency for Indo-Nepal power exchange, has been interacting with Nepal Electricity Authority (NEA) and the concerned agencies in India for import of surplus power from Nepal and on the issue of formulation of tariff based on commercial principles for exchange of power between the two countries.

During a high level meeting held in Kathmandu, Nepal in September 2001, NEA informed that with the commissioning of Kaligandki H.E. Project (144 MW), they would be surplus in power by 100-150 MW during the months of May to October from year 2002 to year 2017.

The present interconnections are not adequate to support the level of exchange of 100-150 MW power and only about 35-40 MW of import seems to be feasible in the short term. Matter has been taken up with CEA and POWERGRID for construction of 132 KV D/C Anandnagar (UP) – Butwal (Nepal) line on priority that may help to enhance the exchange.

PTC is in the process of identifying the potential buyers in Northern Region and finalizing modalities including tariff for import of surplus power from Nepal. A joint system study to synchronize one of the hydro stations of Nepal with Indian grid is also proposed for operational flexibility and to enhance power exchange.

Chukha Power Project (Bhutan)

Government of India (GoI), Ministry of power entrusted purchase and sale of surplus power from 336 MW Chukha H.E project (CHPC) located in Bhutan (which is currently being dealt by POWERGRID) to PTC. In view of the fact that payment to CHPC has to be released within a specified time and PTC being in formative stage with a limited Capital base, MOP advised PTC to arrange for opening of Letter of Credit by the off-taking SEBs before taking over trading of Chukha power. PTC has now signed agreements with all the Eastern Region constituents with provision for payment through LC and taken up the matter for the Payment Security Mechanism matching with payment conditions.

Draft Agreement for supply of power by Bhutan to India through PTC has already been sent by GoI to Royal Government of Bhutan (RGoB), which is likely to be finalized shortly.

Kurichhu Power Project (Bhutan)

First three units of 60 (4 X 15) MW Kurichhu power project in Bhutan were commissioned by Kurichhu Project Authority during the year. This power is to be shared by WBSEB and DVC on 50 : 50 basis. PTC has already taken up the matter with WBSEB and DVC for signing of agreement for purchase of Kurichhu Power. Currently, Kurichhu power is being traded by POWERGRID and the matter is under consideration with the Government of India to fix the date for transfer of Kurichhu power from POWERGRID to PTC alongwith the transfer of assignment of trading of Chukha power.

Trading of Surplus Power from WBPDCL

PTC has signed an agreement with West Bengal Power Development Corporation Ltd. (WBPDCL) for purchase of power upto 200 MW till February 2002. Power to the extent of around 150 MW (about 3 MU energy daily) started flowing w.e.f. 12 June 2001 and is being sold to Delhi Vidyut Board and Haryana Vidyut Prasaran Nigam.

Malana Power

Malana Power Company Ltd. (MPCL)s 86 MW Malana Hydro Power Project in Himachal Pradesh has started generating power w.e.f. 5 July 2001. PTC has signed an agreement with MPCL for purchase of their entire power (after adjustment of free power admissible to HP Government and losses in the HPSEB transmission system) for a period of one year. Memorandum of Understanding has also been signed with Delhi Vidyut Board for sale of the above power and the power is being supplied to DVB w.e.f. 5 July 2001.

Brief Status of the Projects/ Activities

Hirma Mega Power Project (6X660MW)- Orissa

The Development Agreement for the project, on the lines of MOU, was signed on 14 September 2000 in Washington DC during the Prime Ministers official visit to USA. Mirant Asia Pacific Limited (MAPL), earlier Southern Energy Asia Pacific (SEAP), and Reliance Power Ltd. (RPL) were the sponsors of the Project with net capacity of 3960 MW and the Power is to be shared by the states of Rajasthan, Punjab, Haryana, Gujarat and Madhya Pradesh. MAPL have now withdrawn from the project and Reliance Group have shown interest in developing the project. PTC has approached the Government of India to obtain their clearance for assignment of the MOU in favour of Reliance Group.

Vide their order-dated 26 September 2000, CERC awarded tariff for this project according to which the levelised Fixed Charge will be at Rs 1.3398 per KWh at constant prices for 30 years. This corresponds to 74% front-loading at current price with use of super critical boilers and at an availability/PLF of 85%. Heat rate for the super critical boilers will be 2411 kcal/KWh (as against 2460 for sub-critical boilers). For dispatches above 85% PLF, incentive would be payable at 1 paise per KWh for every 1% increase in PLF. MAPL filed a review petition before CERC for review of the tariff order dated 26th September 2000. CERC admitted the petition and hearings on the same concluded in October 2001. CERC had also noted the reply of MoP regarding PSM for the Mega Power Project and have since reserved the order on the petition.

Mahanadi Coalfields Ltd. (MCL) has identified coal mines in the Ib Valley for supply of 22.4 million tones of coal per annum and it is expected that coal would be available entirely from Ib Valley thereby obviating the need to transport shortfall quantity of coal from other coalfields.

A series of meetings took place between developer and PTC since October 2000, till August 2001 in regard to Power Purchase Agreement. Whereas many of the issues could be resolved, some of the issues like risk sharing, liquidated damages, termination and buy-out could not be resolved largely for want of details of PSM. Technical / Operational issues of PPA were also discussed with the developer in a number of meetings and PTC has put forward its position / views on various issues of this nature. Further discussion on the commercial terms is held up on the issues having direct or indirect link with the PSM. The discussions on the PPA will be concluded after the PSM is firmed up and coal supply sources to the project finalised.

A meeting was called by CEA in January 2002 to consider Techno- Economic Clearance (TEC) of the Transmission System of Hirma Power Project. Various issues like clearance of project, associated transmission system etc. were discussed. CEA raised a question about clearance of Hirma Power Project by the competent authority as per Electricity (Supply) Act, 1948. PTC and the Developer have referred the matter to MoP for examination and advice.

Implementation Agreement between the Developer and the Government of Orissa for provision of State support like land acquisition, arrangement of water, construction power etc. is another important agreement to be finalised on priority and is already discussed between the two at the highest level and PTC have extended necessary help, as required.

Ennore LNG based Power Project

(5 X 370 MW) –Tamil Nadu

Development of this project, based on imported LNG, was taken up by Tamil Nadu Industrial Development Corporation Ltd. (TIDCO) for sale of entire power to TNEB. TIDCO had selected M/s Dakshin Bharat

Energy Consortium (DBEC) as the preferred bidder, based on International Competitive Bidding. However, Tamil Nadu was not in a position to absorb the entire power from this project and MOP advised PTC to locate other buyers in the Southern Region for sale of surplus power. Joint Development Agreement was signed for the project in Washington DC between PTC and the sponsors on 14 September 2000. The major strength of this project is the fixed price of LNG in US Dollar term for the entire PPA term of 20 years after commissioning of the Project.

Tamil Nadu has confirmed offtake of 750 MW power from the Project and signed MOU with PTC on 5 October 2000. Karnataka had signed MOU for offtake of 300 MW. Kerala has shown willingness to take 200 MW power. Madhya Pradesh has also indicated willingness to take 400-500 MW power if tariff is competitive. Draft MOUs have already been forwarded to the other SEBs. The discussions on PPA with DBEC have not progressed as signing of MOUs with the beneficiaries other than TNEB & KPTCL and finalisation of the Payment Security Mechanism are pending.

Pipavav Mega Power Project (2000 MW) –Gujarat

PTC filed a petition to CERC on 13th April 2000 for approval of RFP document incorporating the bidding methodology, evaluation criteria, tariff structure, PPA and procedures to be followed. On the direction of CERC, PTC had filed Vol. 1 of amended RFP document on 31st January 2001. Revision of Vol. II and Vol. III was held up for finalisation of compensation for Environmental impact asked by Gujarat, State Support Agreement conditions to be issued by the Government of Gujarat and the PSM to be provided by the offtaking states of Gujarat and Rajasthan.

In view of delay in the required commitments from the concerned States during the meeting, CERC dismissed the petition hearing on 5th December 2001 and granted liberty to PTC to file a fresh petition after necessary requirements and finalisation of revised documents.

In light of CERC order, the matter is being persued with the respective Governments for early resolution of long pending issues to enable PTC to finalise the RFP documents. PTC has also taken up the matter with MoP to intervene in the matter.

Maithon Right Bank Thermal Power Project (1000 MW) - Jharkhand

Maithon Right Bank Thermal Power Project is being implemented as a joint venture between Damodar Valley Corporation and BSES Ltd. in the State of Jharkhand. MoP had advised PTC to purchase this power and sell to states in the Northern Region. PTC had initiated the process to identify beneficiary states in the Northern Region interested in purchase of Maithon power. Initially pooling of power from Maithon and Tala hydroelectric project in Bhutan to optimize the cost of transmission was discussed.

However, later on Tala power was allocated to Eastern Region constituents and transmission system for evacuation of Maithon Power to the beneficiaries in the Northern Region will have to be seen separately.

Special Secretary (Power) has taken a review on the status of Maithon Project on 2nd January 2002 and has identified the responsibilities for further development of the project. BSES has made a presentation on the project on 19th March 2002 in PTC office giving highlights of the project and the progress achieved so far. BSES have informed that they would come back with a revised tariff offer for sale of power from the project, which is expected to be competitive.

West Seti Hydroelectric Power Project (750 MW) – Nepal

M/s West Seti Hydro Electric Corporation (SMEC) proposes to develop a 750 MW Hydro Power Project in Nepal. SMEC has submitted their technical and commercial proposals in the form of a ‘tariff based project, which have been discussed with them during various meetings. Most of the technical issues raised during the meetings on the proposal have generally been accepted by SMEC and will be either incorporated in the revised documents to be submitted by them or considered during detailed design or during further investigations. Through a series of discussions, PTC could bring down the proposed tariff. Even though the tariff still appears to be higher but the project has distinct advantage of peaking power for 8 hours round the year. PTC will now approach the State Power Utilities to check the acceptability of the tariff and to the Government of India to seek permission for purchase of power.

Office Accommodation

PTC has purchased an office accommodation at Bhikaji Cama Place, from M/s. National Building Construction Corporation Ltd. (NBCC), a Government of India Undertaking, during February 2002. The Company will shift its Corporate/ Registered office to the new premises, after completion of the interior work, for which action has already been initiated.

Manpower

PTC has a lean manpower and the total strength of employees as on date is 42, which includes 28 deputationists from Govt. of India, NTPC, POWERGRID & NHPC. The company has made a campus selection of 7 Management Associates and one Asst. Manager from five prestigious Management Institutions.

The organizational structure and culture are under review in consultation with Management Development Institute (MDI), Gurgaon to develop PTCs own business process and structure in the backdrop of its unique and new concept of activities.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo etc.

PTC being engaged in trading of power, particulars relating to conservation of energy and technology absorption are not applicable to it. The Company has incurred an expenditure of Rs 16.24 lacs in foreign exchange (on accrual basis) on payment of consultants, travelling expenses etc. during the financial year 2001-2002.

Particulars of the Employees

During the Financial Year 2001-2002, no employee was employed for full or part of the year who was in receipt of gross remuneration in–excess of Rs. 24 lacs per annum or Rs. 2 lakh per month.

Auditors

M/s. DCG & Co., Chartered Accountants were appointed as Statutory Auditors of the Company for the Financial Year 2001-2002 by C&AG of India. The Statutory Auditors have audited the Accounts of the Company for the Year ended 31 March 2002 and Audited Accounts together with the Auditors Report thereon are annexed to this report. It is gratifying to note that there are no qualifying remarks from Statutory Auditors on the Accounts of the Company.

Review of Accounts by the C&AG of India.

The Comptroller & Auditor General of India has no comments upon or supplement to the Auditors Report under section 619(4) of the Companies Act 1956 on the Accounts of the Company for the year 2001-02 and his report is enclosed at Annexe-I.

Board of Directors

Consequent to the appointment of Shri Rakesh Nath as Chairman, Bhakra Beas Management Board, he ceased to be a Director of the Company w.e.f. 16.10.2002. The Board placed on record its warm appreciation of the valuable contribution made by Shri Rakesh Nath as Member of the Board.

Acknowledgment

The Directors acknowledge with deep appreciation the co-operation received from the Government of India, particularly the Ministry of Power, three Promoter Companies viz. Power Grid Corporation of India Ltd., National Thermal Power Corporation Ltd. and Power Finance Corporation Ltd., State Electricity Boards, State Governments, Regional Electricity Boards, Central Electricity Authority and Central Electricity Regulatory Commission.

The Directors further acknowledge with thanks the constructive suggestions received from C&AG of India and the Statutory Auditors during the Audit process.

The Directors wish to place on record their appreciation for efforts and contribution made by the employees at all levels which made possible the significant achievements during the third year of operations of the Company.

For and on behalf of the Board of Directors

(Tantra Narayan Thakur)

Chairman & Managing Director

Place: New Delhi Date: 16th May, 2002


Mar 31, 2001

I have great pleasure in presenting to you, on behalf of the Board of Directors, the second Annual Report on the activities of Power Trading Corporation of India Ltd. together with the Audited Accounts for the Financial Year 2000-2001.

Performance Highlights

Your Company has been able to improve upon its performance over last year on almost all the fronts. The total amount of power sold was Rs 11.39 Crores, which is 47.7% higher than Rs 7.71 Crores sold in the year 1999-2000.

During the year, energy was bought from Maharashtra State Electricity Board and Punjab State Electricity Board and sold to Karnataka Power Transmission Corporation Ltd. and Gujarat Electricity Board, respectively. Such trading opportunities are expected to rise in future and the Company proposes to pursue trading activities vigorously for optimum utilization of existing resources in the country and to meet the demands in the deficit locations.

An agreement was signed in February 2001 between the Company and the West Bengal Power Development Corporation Ltd. (WBPDCL) in Eastern Region for purchase of power upto 200 MW for supply to the neighbouring regions. Power upto 150 MW has started flowing from WBPDCL to Delhi and Haryana w.e.f 12 June 2001. Another transaction for short term trading of power from Malana Power Project to Delhi Vidyut Board to the tune of 70 MW has materialized w.e.f. 5 July 2001. Trading of power from Chukha Power Project is expected to be taken over by the Company during the year 2001-02. PTC has also received some offers from Captive Power Plants and SEBs / Power Departments for sale of their surplus power and the matter is being pursued. Requests have also been received from some deficit SEBs for purchase of power through PTC on a short- term basis and attempt is being made to meet their requirements from the surplus utilities.

Financial Performance

During the first year of operation, PTCs paid-up capital was Rs 6 Crores with the subscription of the Promoter Companies, viz., Rs 3 Crores from POWERGRID and Rs 1.5 Crores each from NTPC and PFC However, as envisaged in the Business Plan finalized in May 2000, PTC requires paid-up equity base of Rs 40 Crores upto Financial Year 2000-2001 and Rs 61 Crores upto 2001-02. Accordingly, during the year, the Promoter Companies were requested to enhance their equity to Rs 24 Crores (i.e. 60% of Rs 40 Crores). The additional subscription of Rs 18 Crores from the three Promoter Companies has since been received. For the balance Rs 16 Crores, discussions are underway to finalize the terms and conditions of Equity Participation with the FIs viz. ICICI, IDBI, IFCI and IDFC. Further, LIC and GIC have also in principle, agreed to subscribe to the equity capital of PTC to the tune of Rs 4 Crores and Rs 2 Crores, respectively. UTI also have shown positive response. PTC will raise further equity as per requirements from time to time. With widening of equity base, the Company has somewhat better leverage to undertake trading operations.

The Company has earned Rs 94 lacs from sale of power and other income during 2000-01.This includes an income of Rs 70.58 lacs on account of investment of funds in the short-term deposits and inter- corporate deposits with various Scheduled Banks.

During the Financial Year 2000-01, the Company has incurred a marginal loss of Rs 10.21 lacs. The Company has followed prudential Accounting norms and policies, as adopted in the 13th Board Meeting held on 28 May 2001, while preparing its Accounts for the year 2000-01. During the year, the Company has revised its Accounting policy relating to treatment of expenditure incurred on development of power projects. According to the revised Accounting policy, any expenditure incurred on development of potential power projects shall be carried forward as deferred revenue expenditure to be written off equally in five years beginning with Financial Year 2003-04.

Directors Responsibility Statement

In pursuance of section 217 (2AA) of the Companies Act, 1956, the Directors make the following responsibility statement:

(i) In the preparation of the Annual Accounts, the applicable Accounting standards have been followed by PTC along with proper explanation relating to material departures;

(ii) The Directors had selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2000-01 and of the profit or loss of the Company for that period;

(iii) Proper and sufficient care was taken by Directors for maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, and

(iv) The Annual Accounts were prepared on a going concern basis.

Audit Committee

The Board of Directors in its 12th meeting held on 9 March 2001, constituted an Audit Committee in accordance with section 292 (A) of the Companies Act, 1956, consisting of three members, namely Shri H.L. Bajaj, Shri Rakesh Nath and Shri S.K. Dube. Shri H.L. Bajaj has been appointed as the Chairman of the Audit Committee in the first Meeting of the Audit Committee held on 28 May 2001. The said Audit Committee has reviewed the Annual Financial Statements, before submission to the Board, as prescribed in section 292 (A) of the Companies Act, 1956.

Payment Security Mechanism

Payment Security Mechanism (PSM) for PTCs long-term PPAs with regard to large projects is under active consideration of the Government of India (GoI). The proposed mechanism, including the process of dip into the central devolution of funds to the states as a fall back arrangement in case of default in payment, is under discussions at different levels in GoI.

Brief Status of the Projects/Activities

Hirma Mega Power Project (6x660 MW) - Orissa

The Development Agreement for the project, on the lines of MoU, was signed on 14 September 2000 in Washington DC during the Prime Ministers official visit to USA.

Tariff

Mirant Asia Pacific Limited (MAPL), earlier Southern Energy Asia Pacific (SEAP), and Reliance Power Ltd. (RPL) are the sponsors of the Project with net capacity of 3960 MW and the Power is to be shared by the states of Rajasthan, Punjab, Haryana, Gujarat and Madhya Pradesh.

Vide their order-dated 26 September 2000, CERC awarded tariff for this project according to which the levelised Fixed Charge will be at Rs 1.3398 per kWh at constant prices for 30 years. This corresponds to 74% front-loading at current price and an availability/PLF of 85%. This tariff is determined with reference to super critical boiler technology. Heat rate for the super critical boilers will be 2411 kcal/ kWh (as against 2460 for sub-critical boilers). For dispatches above 85% PLF, incentive would be payable at 1 paise per kWh for every 1% increase.

Fuel Supply Agreement

Mahanadi Coalfields Ltd. (MCL) had identified coal mines in the Ib Valley for supply of 22.4 million tonnes of coal per annum. However, one of the coal mines viz. Kulda project has not been given forest clearance by the Ministry of Environment & Forests (MOE&F). The matter is being reviewed by them (MOE&F). Even with the development of Kulda mine, there is a possibility of shortfall in coal supply in the initial years of operation of the project and there is a suggestion to meet the shortfall from Talcher. However, efforts are being made to tie up the full requirement from Ib Valley mines to avoid transportation of coal from Talcher which would result in increase in tariff of the project as also add transportation risk.

Power Purchase Agreement

The draft Heads of Terms for PPA-1, to be signed between PTC and the project Company, were evolved by PTCs consultants ICICI and finalized after series of discussions amongst the beneficiary States/SEBs, MOP, CEA, PTC, ICICI and MAPL. PPA Committee was reconstituted by the Ministry of Power in July 2000. A number of rounds of discussions have taken place with the help of commercial and legal consultants, the last one in April 2001. The discussions on the PPA will be concluded after the Payment Security Mechanism is firmed up and coal supply sources to the power project finalised.

Other Agreements

Implementation Agreement between the Developer and the Government of Orissa for provision of State support like land acquisition, arrangement of water, construction power etc. is another important agreement to be finalised on priority and is already discussed between the two at the highest level and PTC have extended necessary help, as required.

Ennore LNG Based Power Project (5x370 MW) - Tamil Nadu Development of this project, based on imported LNG, was taken up by Tamil Nadu Industrial Development Corporation Ltd. (TIDCO) for sale of entire power to TNEB. TIDCO had selected M/s Dakshin Bharat Energy Consortium (DBEC) as the preferred bidder, based on International Competitive Bidding. However, Tamil Nadu was not in a position to absorb the entire power from this project and MOP advised PTC to locate other buyers in the Southern Region for sale of surplus power. Joint Development Agreement was signed for the project in Washington DC between PTC and the sponsors on 14 September 2000. The major strength of this project is the fixed price of LNG in US Dollar term for the entire PPA term of 20 years.

Tamil Nadu has confirmed offtake of 750 MW from the Project and signed MOU with PTC on 5 October 2000. Karnataka had indicated to take a share of 700 MW, but they have revised their requirement to 300 MW and MOU for the same is yet to be signed. Kerala has shown willingness to take 200 MW. Madhya Pradesh has also indicated willingness to take 400- 500 MW if tariff is competitive. Draft MOUs have already been forwarded to the other SEBs. The discussions on PPA with DBEC have been suspended pending signing of MOUs with the beneficiaries other than TNEB and finalisation of the Payment Security Mechanism.

Pipavav Mega Power Project (2000 MW)-Gujarat

Pursuant to revised Mega Power Policy, pre-qualification proposals were invited for the project by POWERGRID (on behalf of PTC, pending incorporation of PTC) in January 1999 through ICB route. Gujarat and Rajasthan will be the beneficiaries of the Project with share of 1500 MW and 500 MW respectively. Bidders were given the choice to structure the Project on imported fuel, either coal or Liquified Natural Gas (LNG).

CERC issued an order in January 2000 regarding applicability of Availability Based Tariff (ABT) for Central Sector Generating Stations of NTPC. In response to the petition filed by PTC in February 2000, CERC issued an order on 9 March 2000 advising that the target availability concept may not be applicable to the projects through competitive bidding. Accordingly, PTC filed a petition to CERC on 13 April 2000 for approval of bidding methodology, evaluation criteria, tariff structure, PPA and procedures to be followed, as covered in the RFP On the direction of CERC, PTC had filed Vol.I of amended RFP document on 31 January 2001. Revision of RFP Vol. II and III is held up for want of State Support Agreement conditions to be issued by the Government of Gujarat and PSM.

Trading of Power

Indo-Nepal Power Exchange

The power exchange between India and Nepal is presently at the level of 50 MW and there is a proposal to enhance the exchange to 150 MW.

Government of India, Ministry of External Affairs (MEA), in July 2001, formally intimated His Majestys Govt. of Nepal about appointment of PTC as the Nodal Agency to deal with matters relating to exchange of power between the two countries. PTC has compiled information on the power exchanges with Nepal and also convened a meeting with concerned agencies viz. UPPCL, BSEB, Bihar Irrigation Department, NHPC, POWERGRID and CEA with a view to flag the issues that need to be resolved, steps to be taken for formulation of tariff based on commercial principles and enhancing the power exchange for mutual benefit of both the countries. PTC is also planning to organise an official meeting with Nepal Electricity Authority (NEA) for discussions on various issues such as modalities for billing and realisation, settlement of outstanding dues, techno-economic feasibility for potential power trade, formulation of tariff for future power exchange, etc.

Chukha Power (Bhutan)

Government of India, Ministry of power entrusted purchase and sale of surplus power from 336 MW Chukha H.E. project (CHPC) located in Bhutan (which is being dealt by POWERGRID) to PTC, date for the transfer has to be announced separately. In view of the fact that payment to CHPC has to be released within a specified time and PTC being in formative stage with a limited Capital base, MOP advised PTC to arrange for opening of Letter of Credit by the offtaking SEBs before taking over trading of Chukha power. PTC has now signed agreements with WBSEB, BSEB, GRIDCO and DVC with provision for payment through LC. The Agreement with Government of Sikkim and Jharkhand SEB is likely to be signed shortly, after which PTC is expected to take over the assignment.

Surplus Power from Punjab to Gujarat

PTC traded 42.325 MU of energy from Punjab to Gujarat during the months of November and December 2000 with total earnings of Rs 21.09 lacs to the Company.

Surplus Power from WBPDCL

PTC has signed an agreement with West Bengal Power Development Corporation Ltd. (WBPDCL) for purchase of power upto 200 MW till February 2002. Power to the extent of around 150 MW (about 3 MU energy daily) started flowing w.e.f. 12 June 2001 and sold to Delhi Vidyut Board and Haryana Vidyut Prasaran Nigam.

Malana Power

Malana Power Company Ltd. (MPCL)s 86 MW Malana Hydro Power Project in Himachal Pradesh has started generating power w.e.f. 5 July 2001. PTC has signed an agreement with MPCL for purchase of their entire power (after adjustment of free power admissible to HP Government and losses in the HPSEB transmission system) for a period of one year after commencement of generation. Memorandum of Understanding has also been signed with Delhi Vidyut Board for sale of the above power. About 1 to 1.5 MU are being supplied daily to DVB w.e.f. 5 July 2001.

Other Trading Opportunities

PTC has taken up with GRIDCO, Maharashtra State Electricity Board, Chattisgarh State Electricity Board, Punjab State Electricity Board and Government of Goa for trading of their surplus power. Some captive power plants have also approached the Company for trading of their surplus power and possibilities are being explored for the same.

Energy Conservation, Technology Absorption, Forex Earnings & Outgo etc.

PTC being engaged in trading of power, particulars relating to conservation of energy and technology absorption are not really applicable to it. The Company has incurred an expenditure of Rs 52.36 lacs in foreign exchange on engagement of consultants etc. during the financial year 2000-2001.

Website

PTCs Website (www.ptcindia.com) was launched on 8 February 2001 containing information on PTCs profile, vision, details of projects, trading activities, financial details, Buyers & Sellers registration etc. in order to facilitate on-line trading. Buyers and Sellers are now able to approach PTC for power transactions through this website. For this, standard formats have been devised and put on the Website. PTC is receiving fairly good response from the buyers as also from the sellers. Regional coordinators have been identified to respond promptly to the queries. Website is regularly updated to ensure that the latest information about the Company is made available to the stake holders.

Business Plan

Keeping in view the objectives of PTC, a Business Plan had been prepared in May 2000, by PTCs Consultants- ICICI, which was to be reviewed every year in the backdrop of vast changes taking place in the energy sector. Accordingly, ICICI was entrusted with the task of assisting PTC in revising the earlier Business Plan for short and medium terms to take into account the revised estimates of future trading opportunities as also the changes in assumptions with respect to the present status of development of Mega Power Project in the country. The draft Business Plan was discussed in the 13th Board Meeting and suggestions regarding optimal level of liquidity required by PTC for its operations have been incorporated by the consultant. Accordingly, the draft Business Plan would now be discussed with the potential investors, finalised based on the feedback thereof and accordingly would then be adopted for implementation.

Manpower

At present, all the employees working in PTC are on deputation from the Promoter Companies like NTPC, POWERGRID, Government of India and other Power utilities like NHPC except one Asstt. Company Secretary who is on the Companys rolls. The employees relations in the Company have been very harmonious and constructive. All employees have regular interaction with the management at different levels.

Particulars of the Employees

During the Financial Year 2000-2001, no employee was employed for full or part of the year who was in receipt of gross remuneration in excess of Rs 12 lacs per annum or Rs 1 lac per month.

Auditors

M/s. K.N. Goyal & Co., Chartered Accountants were appointed as Statutory Auditors of the Company for the Financial Year 2000-2001 by C&AG of India. The Statutory Auditors have audited the Accounts of the Company for the Year ended 31 March 2001 and Audited Accounts together with the Auditors Report thereon are annexed to this report. It is gratifying to note that there are no qualifying remarks from Statutory Auditors on the Accounts of the Company.

Review of Accounts by the C&AG of India

The Comptroller & Auditor General of India has no comments upon or supplement to the Auditors Report under section 619(4) of the Companies Act, 1956 on the Accounts of the Company for the year 2000-01 and his report is enclosed at Annexe-I.

Board of Directors

As per the Articles of Association of the Company, the first Directors of the Company retired at the first Annual General Meeting of the Company held on 11 October 2000. Shri P.I. Suvrathan, H.L. Bajaj, R.D. Kakkar and S.K. Dube were appointed as part- time Directors of the Company in the first Annual General Meeting of the Company. Dr. K.K. Govil, Director (Projects), PFC joined the Board of the Company on 9 March 2001.

Acknowledgements

The Board of Directors acknowledge with deep appreciation the co-operation received from the Government of India, particularly the Ministry of Power, three Promoter Companies viz. Power Grid Corporation of India Ltd., National Thermal Power Corporation Ltd. and Power Finance Corporation Ltd., State Electricity Boards, State Governments, Regional Electricity Boards, Central Electricity Authority and Central Electricity Regulatory Commission.

The Board also acknowledges with thanks the constructive suggestions received from C&AG of India and the Statutory Auditors during the Audit process.

The Board wishes to place on record its appreciation for efforts and contribution made by the employees at all levels which made possible the significant achievements during the very second year of the Company.

For and on behalf of the Board of Directors

(Tantra Narayan Thakur)

Chairman & Managing Director

Place: New Delhi Date : 25.07.2001

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