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PTC India Ltd.

BSE: 532524 Sector: Others
NSE: PTC ISIN Code: INE877F01012
BSE 15:46 | 16 Jan 116.30 -3.60
(-3.00%)
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120.00

HIGH

120.80

LOW

114.60

NSE 15:56 | 16 Jan 116.40 -3.55
(-2.96%)
OPEN

119.60

HIGH

121.00

LOW

114.60

OPEN 120.00
PREVIOUS CLOSE 119.90
VOLUME 287922
52-Week high 130.20
52-Week low 81.00
P/E 10.85
Mkt Cap.(Rs cr) 3,443
Buy Price 0.00
Buy Qty 0.00
Sell Price 116.00
Sell Qty 20.00
OPEN 120.00
CLOSE 119.90
VOLUME 287922
52-Week high 130.20
52-Week low 81.00
P/E 10.85
Mkt Cap.(Rs cr) 3,443
Buy Price 0.00
Buy Qty 0.00
Sell Price 116.00
Sell Qty 20.00

PTC India Ltd. (PTC) - Director Report

Company director report

Dear Members

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

FINANCIAL PERFORMANCE

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

` in Crore
Particulars

Financial Year Ended

Standalone

Consolidated

31/03/2017 31/03/2016 31/03/2017 31/03/2016
Total Income 14312.82 12660.09 15513.47 13601.02
Profit / (Loss) before Interest Depreciation & Tax (EBITDA) excluding OCI & after 546.31 450.28 1592.80 1265.44
minority interest)
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 1114.85 864.22
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 wherevernecessary.

RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

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

Your Company has two subsidiaries namely PTC India Financial ServicesLimited (PFS) and PTC Energy Limited (PEL). The consolidated turnover of the group is `15513.47 Crore for the Financial Year 2016-17 as against

` 13601.02 Crore for the Financial Year 2015-16. The consolidatedProfit after Tax of the Group is ` 414.72 Crore for the Financial Year 2016-17 as against` 322.52 for the Financial Year 2015-16.

RESERVES

Out of the profits of the Company a sum of ` 81.01 Crore has beentransferred to General Reserves during the Financial Year and total reserves and surplusof the Company are ` 2778.87 Crore (including securities premium) as on 31stMarch 2017.

DIVIDEND

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

The dividend will be paid to the members whose names appear in theRegister of Members as on a record date and in respect of shares held in dematerializedform whose names are furnished by National Securities Depositories Limited (NSDL) andCentral 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 aggregatesto ` 3074.88 Crore as compared to ` 2885.69 Crore for the previous Financial Yearthereby registering a growth of 6.56% EPS of the Company for the year ended 31stMarch 2017 stands at ` 9.83 in comparison to ` 7.92 for the Financial Year ended 31stMarch 2016.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY

There has been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the FinancialYear of the Company to which the financial statement relates (i.e. 31st March2017) 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 theyear under review.

CHANGES IN CAPITAL STRUCTURE

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

As on 31st March 2017 PTC has Authorized Share Capital of `750 00 00000 and paid-up share capital of ` 2960083210/- divided into 296008321equity shares of `10 each. The equity shares of your Company are listed on the ‘BSELimited (BSE) and ‘National Stock Exchange of India Ltd.' (NSE). The promotersi.e. NTPC Ltd. (NTPC) Power Grid Corporation of India Ltd. (POWERGRID) Power FinanceCorporation 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 thebalance of 83.80% of the paid-up and subscribed equity share capital of your Company isheld by Power Sector Entities Financial Institutions Life Insurance Corporation ofIndia other Insurance Companies Banking Institutions Corporations InvestmentCompanies Foreign Institutional Investors Private Utilities and others including publicat 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 financialstatement of a company's subsidiary or subsidiaries associate company or companiesand 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 IndiaLimited wherein PTC holds 65% stake and has invested ` 754.77 Crore. PFS is listed on NSEand BSE and has been classified as Infrastructure Finance Company (IFC) by the ReserveBank of India.

PFS has recorded revenue of ` 1199.11 Crore during FY17 compared torevenue of ` 971.72 Crore during FY16. Interest income for FY17 stood at ` 1123.31 Crorecompared to ` 928 Crore during FY16 thus registering an increase of about 21.05%. Theprofit before tax and profit after tax for FY17 stood at

` 406.52 Crore and ` 260.18 Crore respectively. Net interest incomeincreased to ` 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. `1.5 per equity share of ` 10/- each for the Financial Year 2016-17.

PTC Energy Limited

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

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

PEL had commissioned 30 MW wind power project in Distt. of Ratlam and20 MW wind power project in Distt. of Mandsaur of Madhya Pradesh till 31stMarch 2016. In FY 16-17 five wind projects of PEL totaling 238.8 MW have also beencommissioned as per the agreed schedule by 31.03.2017 taking its total operating capacityto 288.8 MW. Although the PPAs have been signed for these projects with respectiveDiscoms however their ratification(s) from the State Regulator(s) is still in theprocess.

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

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

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

Your Company had made an investment of ` 37.55 Crore in KrishnaGodavari Power Utilities Limited. However due to slow progress and other issuesprovision was made for entire amount of ` 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

` 224.33 Crore in equity of TUL. During the year 2014-15 Govt. ofSikkim (GoS) agreed to have 51% equity holding in TUL by partly acquiring shares from theexisting shareholders and partly by subscribing to new shares. Accordingly the companybeing an existing shareholder sold a part of its shareholding amounting to ` 44.03 croreto GoS which was carried at fair value of ` 37.51 Crore as on 31/03/2015 as one of theexisting shareholding company was non-resident therefore valuation of shares was requiredto be carried out as per any internationally accepted pricing methodology under FEMA andloss due to reduction in fair value was booked in FY 2014-15 for such transfer of shares.The sale of 42962777 shares took place in August 2015 and the shareholding of PTC inTUL was reduced to 6.89%.

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

Your Company has invested ` 4 Crore equity in M/s. Chenab Valley PowerProjects Private Limited (CVPPPL) with NHPC and JKSPDC.

The Policy for Determining Material Subsidiaries as approved by theBoard 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 duringthe financial year with related parties were in the ordinary course of business and on anarm's length basis and do not attract the provisions of Section 188 of the CompaniesAct 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 thepolicy of the company on materiality of related party transactions.

The Policy on Materiality of Related Party Transactions and Dealing withRelated Party Transactions as approved by the Board is available on thecompany'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.pdfPursuant 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) ofSection 134 of the Companies Act 2013 the Board of Directors of your Company confirmsthat: a. In the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards have been followed and there are no material departuresfrom the same; b. The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as at March 31 2017 andof the profit of the company for the year ended on that date; c. The Directors had takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe company and for preventing and detecting fraud and other irregularities; d. TheDirectors had prepared the annual accounts of the Company on a going concern basis; e. TheDirectors had laid down the internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively. f. TheDirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

CONSOLIDATED FINANCIAL STATEMENTS

The Company adopted Indian Accounting Standard (Ind-AS) from April 12016 and accordingly the Consolidated Financial Statements have been prepared inaccordance with the Accounting Standard notified under Section 133 of the Companies Act2013 and the relevant rules issued thereunder read with the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (‘SEBI (LODR) Regulations 2015') andthe other accounting principles generally accepted in India. The Consolidated FinancialStatements form part of the Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls withreference to financial statements. The Board has adopted the policies and procedures forensuring the orderly and efficient conduct of its business including adherence to theCompany's policies safeguarding of its assets the prevention of and detection offraud and errors the accuracy & completeness of the accounting records and the timelypreparation of reliable financial disclosures.

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

DIRECTORS & KEY MANAGERIAL PERSONNEL RE – APPOINTMENT OFDIRECTORS

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 GeneralMeeting and being eligible have offered themselves for re-appointment. The Boardrecommends their re-appointment.

DETAILS OF BOARD MEETINGS

The Board met eight (8) times during the financial year ended on March31 2017. The intervening gap between any two meetings was within the period prescribed bythe 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 ofeach director in various Committees of Board as required in accordance with SecretarialStandard-1 on Board Meetings and Listing Regulations please refer Corporate GovernanceReport of this Annual Report.

COMMITTEES OF THE BOARD

As on March 31 2017 the Board had Committees i.e. the Audit Committeethe Nomination & Remuneration Committee the Corporate Social ResponsibilityCommittee the Stakeholder's Relationship Committee. The full details are availablein Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

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

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Familiarization Programme Module for Independent Directors is putup 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 bythe "Nomination & Remuneration Committee" on need basis and the Committeemay periodically seek independent external advice in relation to the process. TheCommittee may amend the Policy if required to ascertain its appropriateness as per theneeds of the Company from time to time.

The Company has devised a Policy for performance evaluation ofIndependent Directors Board Committees and other individual directors which includecriteria for performance evaluation of the non-executive and executive directors. Theoverall effectiveness of the Board is measured on the basis of the ratings obtained byeach Director and accordingly the Board decides the Appointments Re-appointments andRemoval of the non-performing Directors of the Company. On the basis of Policy forPerformance Evaluation of Independent Directors a process of evaluation is being followedby 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 Managementand their remuneration. The Policy includes criteria for determining qualificationpositive attributes & independence. The Company aspires to pay performance linkedremuneration to its WTDs/CMD. It is ensured that the remuneration is determined in a waythat there exists a fine balance between fixed and incentive pay. The Policy of theCompany on Nomination and Remuneration & Board Diversity is also placed on the websiteof 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 constituentsin a fair and transparent manner by adopting highest standards of professionalismhonesty integrity and ethical behavior. In compliance with requirements of Companies Act2013 & Listing Regulations the Company has established a mechanism under its WhistleBlower Policy for employees to report to the management instances of unethical behavioractual or suspected fraud or violation of the Company's code of conduct or ethicspolicy. Whistleblowing is the confidential disclosure by an individual of any concernencountered in the workplace relating to a perceived wrongdoing. The policy has beenframed to enforce controls so as to provide a system of detection reporting preventionand appropriate dealing of issues relating to fraud unethical behavior etc. The policyprovides for adequate safeguards against victimization of director(s) / employee(s) whoavail of the mechanism and also provides for direct access to the Chairman of the AuditCommittee in exceptional cases. During the year under review no complaints were receivedby the Board or Audit Committee. The whistle blower policy of the Company is available atthe link http://www.ptcindia.com/statutory_information/ptc%20Group%20whistle%20blower%20policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen PTC India Limited (PTC) iscommitted to ensure its contribution to the welfare of the communities in the societywhere it operates through its various Corporate Social Responsibility ("CSR")initiatives.

The objective of PTC's CSR Policy is to consistently pursue theconcept of integrated development of the society in an economically socially andenvironmentally sustainable manner and at the same time recognize the interests of all itsstakeholders.

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

The Corporate Social Responsibility Committee has approved a CorporateSocial Responsibility Policy (CSR Policy) indicating therein the activities to beundertaken 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.pdfFurther the report on CSR Activities/ Initiatives is attached with this report at Annexure4.

RISK MANAGEMENT POLICY

Your Company has developed and implemented a risk management frameworkthat includes the identification of elements of risk which in the opinion of the Board maythreaten 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 stabilityand to promote a proactive approach in evaluating resolving and reporting risksassociated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management including thedevelopment of a Risk Matrix for each business. Tools like the Risk Matrix will guidedecisions 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 theCompanies Act 2013 form part of the notes to the financial statements provided in thisAnnual Report.

EXTRACT OF ANNUAL RETURN

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

_ STATUTORY AUDITORS

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

The Statutory Auditors have audited the Accounts of the Company for theFinancial year ended 31st March 2017 and the same is being placed beforemembers at the ensuing Annual General Meeting for their approval. The Auditors'Report for FY 2017 does not contain any qualification reservation or adverse remark. TheAuditors Report is enclosed with the financial statements in this Annual Report.

_ INTERNAL AUDITORS

M/s. GSA Associates & Co. Chartered Accountants New Delhi wereappointed as Internal Auditors of the Company for the Financial Year 2016-17 and theirreports 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 madethere under the Board has appointed M/s. Agarwal S. Associates Practicing CompanySecretaries as secretarial auditor of the Company for the financial year 2016-17.

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

HUMAN CAPITAL

Your company recognises that its people are key resource. Humanresources plays a pivotal role in enabling smooth implementation of key strategicdecisions through leadership and capability development and industrial relationspractices. Your Company aims at providing an environment where continuous learning takesplace to meet the changing demands and priorities of the business including emergingbusinesses. Your company believes that retaining talent gives a competitive advantage in afast evolving and challenging business environment. Industrial relations Your company hasalways maintained healthy cordial and harmonious industrial relations at all levels.Despite competition the enthusiastic efforts of the employees have enabled the Company togrow at a steady pace.

Your Company continuously invests in attraction retention anddevelopment of talent on an ongoing basis. Your Company's thrust is on the promotionof talent internally through job rotation and job enlargement.

CORPORATE GOVERNANCE

A separate report on corporate governance along with a certificatefrom the Practicing Company Secretary in practice regarding the compliance of conditionsof corporate governance norms as stipulated under SEBI (LODR) Regulations 2015 isannexed and forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis on matters related to the businessperformance as stipulated in the SEBI (LODR) Regulations 2015 is given as a separatesection in the Annual Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligation & DisclosureRequirement) Regulations 2015 the Business Responsibility Report describing theinitiatives taken by the Company from environmental social and governance perspectiveforms 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 significantlydropped to new lows in recent bids due to large scale projects and flow of PE and foreignfunds making inroads to Indian power sector. In this financial year the company has stillmaintained and sustained its leadership position in the industry despite several changesin the market dynamics. Volumes of the company have grown by maintaining the continuousinteraction with customers providing innovative solutions and managing the key powerportfolio of some states. Your Company remains the front runner in the power tradingmarket.

PTC has achieved the highest trading volume of 48320 MUs during 2016-17against the previous year's figure of 42372 MUs with an annualized growth of 14% overthe previous year. PTC achieved Short term trading volume of 7931 MUs (Previous year10034 Mus) during 2016-17 even after severe transmission constraints on variousinter-regional links and shift of utilities to purchase from power exchanges due toprevailing low tariff in the exchanges. However PTC managed to retain its top positionwith the overall trading volumes considering overall trading business.

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

PTC has sustained its presence in the portfolio management of powerbusiness for the Utilities segment as it maintained agreement with Jharkhand Bijli VitranNigam Limited Bihar State Power Holding Company Limited Haryana Power Purchase CentreGovernment of Himachal Pradesh and New Delhi Municipal Council. The arrangements mandatePTC for sale / purchase of power for the respective utilities under bilateral powerexchanges and banking arrangements.

Long Term Agreements for Purchase of power (A) Commissioned Projects i.Power Projects commissioned before FY 2016-17: The existing Long-Term arrangements wherepower supply commenced before FY2016-17: 2601 MW ii. Power Projects commissioned during FY2016-17: The Long-term arrangements where power supply commenced during FY 2016-17: 650 MWiii. Power Projects expected to be commissioned in FY 2017-18: Pipeline of projects withlong 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 powerto Discoms which includes Cross-Border power trade.

The projects are based on domestic coal imported coal gas hydro andother renewable energy resources.

(C) Agreements for Sale of Power

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

PTC has participated with about 500 MW aggregate capacities in longterm and medium terms bids invited by Bangladesh which are under evaluation and are likelyto be finalized in the FY 2017-18. In addition to this PTC had signed a Power PurchaseAgreement for another 40 MW in May 2016 through competitive bidding for medium termsupply 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. AlsoTrade with Nepal witnessed 132.79 MUs.

In addition to the above PTC continues to supply 250 MW power toBangladesh Power Development Board (BPDB) from West Bengal State Electricity DistributionCompany Limited. Accordingly volume for this transaction for FY16-17 was 1902.84 MUs. Inaddition to this PTC has commenced supply of 40 MW power in Oct 2017 to BPDB on mediumterm 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 1908.51MUs last year.

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS/OUTGO

The particulars relating to conservation of energy technologyabsorption is not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year the total foreign exchange used was ` 1.66 Crore(Exp.) and the total foreign exchange earned was ` 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 inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013. This policy may be accessed on the Company'swebsite i.e. www.ptcindia.com .

Internal Complaints Committee has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent Contractual temporarytrainees) are covered under this policy. The Company has not received any sexualharassment 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 underreview by the Regulators or Courts or Tribunals which impact the going concern status andCompany's operations in future.

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

Pursuant to the provisions of the Investor Education and ProtectionFund Authority (Accounting Audit Transfer and Refund) Rules 2016 the Company hasalready filed the necessary form and uploaded the details of unpaid and unclaimed amountslying with the Company as on the date of last AGM with the Ministry of CorporateAffairs. During the period under review the Company has transferred dividend of `1137047/- 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 sharesin respect of which said unclaimed dividend has been transferred to IEPF account havealso been transferred to the IEPF account. iii) FIXED DEPOSITS

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

GENERAL

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

_ Issue of equity shares with differential rights as to dividendvoting or otherwise.

_ Issue of shares (including sweat equity shares) to employees of theCompany under any scheme.

_ Neither Managing Director nor the Whole time Directors of the Companyreceive 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 objectivesprojections estimates expectations or predictions may be forward looking statementswithin the meaning of applicable securities laws and regulations. Actual results coulddiffer materially from those expressed or implied. Important factors that could makedifference to the Company's operations including raw material/ fuel availability andits prices cyclical demand and pricing in the Company's principle markets changesin the Government regulations tax regimes economic developments within India and theCountries in which the Company conducts business and other ancillary factors.

APPRECIATION AND ACKNOWLEDGEMENT

The directors take this opportunity to express their deep sense ofgratitude to the Promoters Shareholders Central and State Governments and theirdepartments Regulators Central Electricity Authority banks and the local authoritiesfor their continued guidance and support.

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

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

And to you our shareholders we are deeply grateful for the confidenceand 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