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Directors Report of PTC India Ltd.

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, 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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