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PTC India Ltd.

BSE: 532524 Sector: Others
NSE: PTC ISIN Code: INE877F01012
BSE LIVE 15:52 | 17 Nov 116.35 1.00
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OPEN 115.55
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VOLUME 105485
52-Week high 130.20
52-Week low 66.80
P/E 10.85
Mkt Cap.(Rs cr) 3,444
Buy Price 116.35
Buy Qty 7.00
Sell Price 0.00
Sell Qty 0.00
OPEN 115.55
CLOSE 115.35
VOLUME 105485
52-Week high 130.20
52-Week low 66.80
P/E 10.85
Mkt Cap.(Rs cr) 3,444
Buy Price 116.35
Buy Qty 7.00
Sell Price 0.00
Sell Qty 0.00

PTC India Ltd. (PTC) - Director Report

Company director report

Dear Shareholders

On behalf of the Board of Directors it is our pleasure to present the 17thAnnual Report together with the Audited Statement of Accounts of PTC India Limited("the Company" or "PTC") and its subsidiaries for the Financial Yearended March 31 2016.

1. Financial Performance

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

Rs in Crores

Particulars Financial Year ended
Standalone

Consolidated

31st Mar 2016 31st Mar 2015 31st Mar 2016 31st Mar 2015
Total Income 12882.23 13149.36 14038.26 13939.19
Profit/(loss) before Interest Depreciation & Tax (EBITDA) 349.56 306.43 1224.04 866.43
Finance Charges 1.90 0.96 532.78 418.13
Depreciation 3.49 4.16 10.09 8.45
Provision for Income Tax 110.56 98.21 250.92 183.59
(including for earlier years)
Net Profit/(Loss) After Tax 233.61 203.10 430.25 256.26
Profit/(Loss) brought forward from previous year 385.20 315.82 480.93 448.98
Amount transferred to General Reserve 70.08 60.93 70.08 60.93
Amount transferred to Proposed Dividend (including dividend distribution tax) 82.19 72.65 90.55 79.39
Transferred to special reserve - - 58.30 51.67
Transferred to statutory reserve - - 78.22 32.18
Adjusted in terms of transitional provision of schedule II to the Companies Act 2013 - 0.14 - 0.14
Profit/(Loss) carried to Balance Sheet 466.54 385.20 614.03 480.93

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

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

The trading volumes were higher by 14.10% this year at 42372 MUs as against 37137 MUsduring the previous year. With a turnover of Rs12882.23 crore (including other income)for the year 2015-16 as against Rs13149.36 crore (including other income) in theFinancial Year 2014-15 your Company has earned a Profit After Tax of Rs 233.61 crore asagainst Rs203.10 crore in the previous year.

Your Company has two subsidiaries namely PTC India Financial Services Limited (PFS)and PTC Energy Limited (PEL). The consolidated turnover of the group is Rs14038.26 crorefor the Financial Year 2015-16 as against Rs13939.19 crore for the Financial Year2014-15. The consolidated Profit After Tax of the Group is Rs430.25 crore for theFinancial Year as against Rs256.26 crore for the Financial Year 2014-15.

3. Reserves

Out of the profits of the Company a sum of Rs70.08 crore has been transferred toGeneral Reserves during the Financial Year and total reserves and surplus of the Companyare Rs2493.87 crore (including securities premium) as on 31st March 2016.

4. Dividend

The Board of Directors of your Company are pleased to recommend for your considerationand approval a dividend @ 25% (which is higher by 14% from the last year) for theFinancial Year 2015-16 i.e. Rs2.50 per equity share of Rs10 each. The dividend ifapproved at ensuing Annual General Meeting will absorb Rs89.06 crore including DividendDistribution Tax amounting to Rs15.06 crore (without netting off credit of Rs6.87 crore ondividend received from subsidiary company).

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

5. Net Worth and Earnings Per Share (EPS)

As on 31st March 2016 net worth of your Company aggregates to Rs2789.88crore as compared to Rs2638.56 crore for the previous Financial Year thereby registering agrowth of 5.73%.

EPS of the Company for the year ended 31st March 2016 stands at Rs7.89 incomparison to Rs6.86 for the Financial Year ended 31st March 2015.

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

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

7. Changes in Capital Structure

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

As on 31st March 2016 PTC has Authorized Share Capital of Rs7500000000 and paid-up share capital of Rs2960083210/- divided into 296008321 equityshares of Rs10 each. The equity shares of your Company are listed on the ‘BSE Limited(BSE) and ‘National Stock Exchange of India Ltd.’ (NSE). The promoters i.e. NTPCLtd. (NTPC) Power Grid Corporation of India Ltd. (POWERGRID) Power Finance CorporationLtd. (PFC) and NHPC Ltd. (NHPC) individually hold 4.05% each or 16.20% collectively of thepaid-up and subscribed equity share capital of your Company and the balance of 83.80% ofthe paid-up and subscribed equity share capital of your Company is held by Power SectorEntities Financial Institutions Life Insurance Corporation of India other InsuranceCompanies Banking Institutions Corporations Investment Companies Foreign InstitutionalInvestors Private Utilities and others including public at large.

8. Subsidiaries Associates and Joint Ventures

Pursuant to sub-section (3) of section 129 of the Companies Act 2013 ("theAct") the statement containing the salient features of the financial statement of acompany’s subsidiary or subsidiaries associate company or companies and jointventure or ventures is given in Form AOC-1 as

Annexure 1.

8.1 Subsidiary Companies

(a) PTC India Financial Services Limited

PTC India Financial Services Limited (PFS) is a subsidiary of PTC India Limited whereinPTC holds 60% stake and has invested Rs446 crore. PFS is listed on NSE and BSE and hasbeen classified as Infrastructure Finance Company (IFC) by the Reserve Bank of India.

PFS recorded revenue of Rs1186.91 crore during FY16 compared to revenue of Rs801.89crore during FY15. Interest income for FY16 stood at Rs921.41 crore compared to Rs741.61crore during FY15 thus registering an increase of about 24%. The profit before tax andprofit after tax for FY16 stood at Rs531.44 crore and Rs391.10 crore respectively. Netinterest income increased to Rs421.58 crore thereby recording a growth of over 23% duringFY16. The Board of Directors of PFS has recommended a dividend @ 12% i.e. Rs1.20 perequity share of Rs10/- each for the Financial Year 2015-16.

(b) PTC Energy Limited

PTC Energy Limited (PEL) was set up as a subsidiary of PTC India Limited to developasset base taking in to its sphere the developmental activities fuel intermediation etc.and company has invested Rs140.69 crore in PEL. The vision of PEL is to play a pivotalrole in India’s emerging Energy sector through asset base business and as a fuelaggregator.

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

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

(a) Your Company has earlier executed Equity Subscription Agreement (ESA) forinvestment in Athena Energy Ventures Private Limited (AEVPL). PTC has released Rs150crore. The other investors in this Company are Athena Group and IDFC. (b) Your Company hasearlier executed Equity Subscription Agreement (ESA) for investment in Krishna GodavariPower Utilities Limited upto Rs40 crore. PTC has released Rs37.55 crore. However due toslow progress and other issues provision has been made for entire amount of Rs37.55Crores. (c) Teesta Urja Limited (TUL) is developing 1200 MW Teesta-III Hydro ElectricProject in the State of Sikkim. Your Company had invested Rs224.02 crore. The Company haddivested part of its long term investment in TUL so as Govt. of Sikkim could acquire 51%against its present holding of 26%. This disinvestment had been of 43962777 shareswhich reduced the shareholding of PTC to around 6.89% (d) Your Company has 2% equity inM/s. Chenab Valley Power Projects Private Limited (CVPPPL) with NHPC and JKSPDC and as ofnow PTC has released approx. Rs4 Crores.

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

9. Related party transactions

During the year the Company had not entered in to any contract/ arrangement/transaction with related parties which could be considered material in accordance with thepolicy of the company on materiality of related party transactions. [The Policy onMateriality of Related Party Transactions and Dealing with Related Party Transactions asapproved by the Board is available on the company’s website at the linkhttp://ptcindia.com/statutory_information/Policy-on-materiality-of-Related-Party-Transactions-and-also-on-dealing-with-Related-Party-Transactions.pdf]

10. Directors’ Responsibility Statement

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

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

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

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

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

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

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

11. Listing Agreement

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

12. Internal Financial Controls

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

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

13. Directors & Key Managerial Personnel

In accordance with provisions of the Act and Articles of Association of the CompanyShri Ravi P. Singh and Smt. Jyoti Arora Directors would retire by rotation at the ensuingAnnual General Meeting and being eligible has offered themselves for re-appointment. Thetenure of Shri S. Balachandran Independent Director was completed on 31stMarch 2016. On attaining the superannuation in NHPC Shri D.P. Bhargava has ceased to benominee of NHPC w.e.f. 31st March 2016. During the year Shri I.J. Kapoor alsoceased to be nominee of NTPC in PTC India Ltd.

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

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

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

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

[The Familiarization Programme Module for Independent Directors is put up on thewebsite of the Company at the link: http://ptcindia.com/statutory_information/FAMILIARISATION-PROGRAMME- MODULE. pdf] The Policy of the Company onNomination and Remuneration & Board Diversity is attached herewith at Annexure 2.

14. Details of Board meetings

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

Date of the meeting No. of Directors attended the meeting
28th May 2015 12
05th August 2015 14
12th September 2015 15
3rd November 2015 13
5th February 2016 12

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

15. Vigil mechanism

The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behavior. In compliance with requirements of Companies Act 2013 & ListingAgreement the Company has established a mechanism under its Whistle Blower Policy foremployees to report to the management the instances of unethical behavior actual orsuspected fraud or violation of the Company’s code of conduct or ethics policy.Whistleblowing is the confidential disclosure by an individual of any concern encounteredin the workplace relating to a perceived wrongdoing. The policy has been framed to enforcecontrols so as to provide a system of detection reporting prevention and appropriatedealing of issues relating to fraud unethical behavior etc. The policy provides foradequate safeguards against victimization of director(s) / employee(s) who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee inexceptional cases. During the year under review no employee was denied access to AuditCommittee. [The whistle blower policy of the Company is available at the link http://www.ptcindia.com/common/Whistle-Blower-Policy.pdf]

16. Corporate Social Responsibility

The CSR Committee has formulated and recommended to the Board a Corporate SocialResponsibility Policy (CSR Policy) indicating the activities to be undertaken by theCompany which has been approved by the Board. The CSR policy is uploaded onCompany’s website. Further the report on CSR Activities/ Initiatives is enclosed as Annexure3.

17. Risk Management Policy

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

18. Employees’ Stock Option Scheme

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

Period of Vesting for PTC India Limited.

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

Vesting No of years from the grant date % of options vested Cumulative % of options vested
1st 1 15% 15%
2nd 2 15% 30%
3rd 3 30% 60%
4th 4 40% 100%

Exercise Period for PTC India Limited

Subject to the conditions laid down for terminal events (death permanentincapacitation of the employee etc.) the vested options shall be exercisable within aperiod of 5 (five) years from the first vesting date. The applicable disclosures asstipulated under SEBI guidelines as on March 31 2016 with regard to Employees’ StockOptions (ESOPs) are provided in Annexure 4 to this Report.

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

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

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

20. Extract of Annual Return

Pursuant to section 92(3) of the Companies Act 2013 (‘the Act’) and rule12(1) of the Companies (Management and Administration) Rules 2014 extract of annualreturn is placed as Annexure 5.

21. Statutory Auditors their Report and Notes to Financial Statements

M/s K.G. Somani & Co. Chartered Accountants were appointed as Statutory Auditorsof your Company in the 15th Annual General Meeting of the Company to holdoffice till the conclusion of 17th Annual General Meeting. In terms of Section139 of Companies Act 2013 the Statutory Auditors are to be appointed. The Company hasreceived letter from them to the effect that their re-appointment if made would bewithin the prescribed limits under Section 141 of the Companies Act 2013 and that theyare not disqualified for re-appointment and are eligible for reappointment.

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

22. Internal Auditors

M/s. GSA & Associates Chartered Accountants New Delhi were appointed as InternalAuditors of the Company for the Financial Year 2015-16 and their reports for the year weresubmitted to the Audit Committee & Board.

23. Cost Auditors

Cost audit is not applicable to the Company.

24. Secretarial Auditors

In terms of Section 204 of the Companies Act 2013 and Rules made there under M/s.Agarwal S. & Associates Practicing Company Secretaries was appointed to conductsecretarial audit of the Company for the financial year 2015-16. The report of theSecretarial Auditors is enclosed as Annexure 6 to this report and the report doesnot have any reservation or qualification.

25. Human Resources

People are the core assets of the Company. Your Company places engagement developmentand retention of talent at its highest priority to enable achievement of organizationalvision. Your Company has continued to achieve an organizational balance by recruitinglimited positions at the top and senior management levels and strengthening the middle andjunior management team of professionals. During the year your Company has given thrust toan organizational development programme and has been developing systems and processes thatmaximize human potential. Your Company has developed a KRA/KPI based PerformanceManagement System to link and measure individual performance with the organizationalperformance score card during the year. Your Company continuously invests in attractionretention and development of talent on an ongoing basis. Your Company’s thrust is onthe promotion of talent internally through job rotation and job enlargement. Stronggovernance processes and stringent risk management policies are adhered to in order tosafeguard our stakeholders’ interest.

Industrial relations

Your company has always maintained healthy cordial and harmonious industrialrelations at all levels. Despite of competition the enthusiastic efforts of the employeeshave enabled the Company to grow at a steady pace.

26. Internal complaints

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

27. Management Discussion and Analysis

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

Indian power sector is in its growth path with developments in Renewable Energy (RE)segment taking the lead. The power sector witnessed 11.4% growth in installed capacitywith an addition of 30422 MW. Within power sector there has been substantial capacityaddition in the renewable energy and total RE installed capacity stood at 38822 MW at theend of FY-16. Transmission lines’ addition achieved was 28114 CKms as against targetof 23712 CKms. The power supply situation has improved and we had 2.1% of energy deficitand 3.2% of peak deficit as compared to 3.6% & 4.7% during 2014-15. In this year thelow demand from Distribution Utilities caused the major concern leading to PLFs going downto 62-63%.

The Discoms are facing heavy debt burden (Total Discom Debt aggregates to Rs4.3 LacCrores) and has accumulated losses of more than Rs4 lakh Crores. Government has come upwith Ujwal DISCOM Assurance Yojana (UDAY) - a significant policy measure to improvefinancial condition of Discoms as well as measures for cost reflective tariffs andreduction in AT&C losses. So far 13 States have signed MoUs under this scheme andStates have raised around Rs1 Lac Crores through UDAY bonds till 31 March 2016. SimilarlyNew Tariff Policy also emphasizes the need for efficiency improvements and has provisionfor usage of Smart meters in a phased manner to enable "Time of Day" meteringreduce theft and allow net-metering as well as timely revision of tariff. Although morethan 80% of the power is tied up under long term arrangements with State GenerationCentral Generation and IPPs it is increasingly getting under dispute due to uncertaintyover supply tariff demand projections and associate financial implications. Your companyhas been adapting to the changed requirements and has been promoting Medium Termprocurement of power with a time horizon of 3-5 years along with short term procurementfor temporary and very near term demand can be a solution which may provide a win - winsolution both to the Discoms as well as generators. We need enabling policies to promotemedium term power procurement such as inter –se parity in usage of commoninfrastructure (transmission fuel transport arrangement) availability of fuel andfinancing to support medium term PPAs.

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

The outlook of the sector is efficiency improvement in the value chain especiallythrough the IT enablement promotion of environment friendly renewable technologies andenergy efficiency solutions in the coming future. These areas can provide businessopportunities to various stakeholders. This year despite volatility the power marketshowed a substantial growth and the volumes in the short term power market increased to~16.4% (from 115230 MUs in FY16 as compared to 98987 MUs in FY15). Your companymaintained its leadership position with a market share of 35% (including Cross Border).During FY-16 your company’s trading volumes increased by 14% to 42372 MUs ascompared to 37137 MUs during FY15. Due to inter regional grid constraints some of thecontracts could not be operationalized/partially operationalized and the power flowwas restricted to that extent resulting in a volume loss of about 5360 MUs.

Your company improved on the average margin (net of rebate surcharge and tollingconverted PPAs) realization to 5 Paisa / unit as compared to 4.6 paisa / unit in FY15exhibiting an increase of 8.6% YoY. Your company continues to consolidate in its coretrading business with a balanced portfolio of Long /Medium /Short Term contracts withinIndia as well as Cross Border trades and Exchange based transactions with resultantimprovement in average margin realizations.

Your company participated in the recently launched Ministry of Power DEEP e-biddingportal offering the maximum number of bids at competitive rates for utilities ofUttarakhand and Kerala. PTC offered a total of 9 bids from different sources toUttarakhand & 3 bids to Kerala on the first ever e-bidding & e-RA (ReverseAuction) conducted on the new DEEP portal and emerged successful in both. In 2015-16 YourCompany has added long term power supply to an extent of 461 MW to UP and Tamil Nadu. Withthis addition total capacity under long term power supply has reached to 2571 MW. Goingforward long term contracts of 890 MW is expected to get operationalize soon. I am happyto share the concerned regulatory commissions have approved the transactions. On policyfront persistent efforts has brought the desired result in the form of inclusion oftraders for participating in the medium term bidding process. Your company isparticipating in the various Medium Term tenders being issued by various State utilities.

Cross-border trades have always been of utmost importance to your company. This yearcontinuing the legacy cross border transactions contributed 7151 MUs (16.88%) in thetotal traded volumes in FY-16. The Cross-border trade with Bhutan in FY-16 was 5107 MUswith Nepal it was 136 MUs and with Bangladesh the traded volume was 1908 MUs. Yourcompany participated in the tariff based competitive bidding and received LOI for supplyof 40 MW power to Bangladesh Power Development Board for 2 years. Your company has alsosigned a short term agreement with Nepal for supply of up to 30 MW RTC Power for theperiod starting from 1st November 2015 to 30th June 2016. Yourcompany has been focusing into developing new businesses to cater to the dynamic needs ofthe industry and customer. PTC Retail business which was set up for facilitating powersupply to the industrial and commercial consumers is growing at a fast pace and has grown34% over previous year. The retail business traded 7221 MUs in the FY 2015-16constituting around 17% of total traded volume. Your company has added reputedorganizations such as Delhi Metro Rail Corporation Indian Railways SAIL RelianceIndustries ACC Cements MRF Tyres etc. in its client list.

Your company has increased its presence in the portfolio management business for theUtilities segment as it executed agreements with Jharkhand Bijli Vitran Nigam Limitedand Indian Railways for managing their power portfolio. New Delhi Municipal Corporationhas extended the agreement for management of NDMC’s power portfolio by another threeyears. Further PTC and Railways Energy Management Company have together set up a controlroom in PTC Office for managing the power portfolio of Indian Railways. State utilitiesand generators such as Department of Power Arunachal Pradesh Government of HimachalPradesh NEEPCO NHPC Haryana Power Generation Company Ltd and Bihar State ElectricityBoard were added/renewed agreement for sale/purchase of power. Your company was alsoawarded a contract by DVC to sell its surplus power for FY-16. Your company hasdiversified in energy efficiency space and is engaged as a project management consultantfor DELP schemes in four States viz Maharashtra UP Himachal Pradesh and Rajasthan.Similar services are being provided in street lightning projects in two circles in AndhraPradesh. Your company has mapped its potential and identified key areas for deliveringknowledge-based value by rendering advisory services with an objective to expand itslearning curve and create alternate revenue potential for its business. Your Companyassisted petroleum refineries in conducting feasibility analysis for EHV transmissionconnectivity for optimized power procurement through Open Access. Successful execution ofsuch assignments provided us strong credentials to undertake route survey engineering andcontracting activities for bulk consumers

The company has also formed strategic consortium with REC Transmission Projects CompanyLimited for jointly undertaking engineering and contracting activities for large sizetransmission projects. Your company assisted petroleum refineries and related constituentsin contract structuring and transaction advisory in procurement of power through openaccess under group captive or bilateral mode. The company will be responsible for tradingof power contractual advisory and back-end support to trading operations. Your companyhas also executed consultancy assignments on evaluating economic benefits for SpecialEconomic Zones as deemed distribution licensees. Your company also believes in sharingknowledge with the neighboring countries to create knowledge base as well as strengthenrelationships. With this objective your company organized capacity building programme inthe area of Power Trading for officials from Nepal Bhutan Bangladesh and Afghanistan andconducted 7 days on the job training at control room besides the sessions at NPTI. Yourcompany was selected by Foreign & Commonwealth Office UK through British HighCommission New Delhi under their Prosperity Fund Programme for preparing the Indian powermarket for carriage and content separation through collaboration with the UK. PTC workedin close association with key stakeholders in implementing business of supply licensee(introduced in draft Amendment to Electricity Act 2003) in India and undertook pilot studyfor TPDDL (Delhi) and PSPCL (Punjab). PTC successfully concluded national level finalworkshop on carriage and content separation in coordination with British High Commission.Your company is focused towards the quality services to its customers. For takingcustomers’ feedbacks company rolled out a customer satisfaction survey for all thecustomers and followed up with customer interaction meet.

With the industry shift towards environment friendly technologies your company hasalso made substantial progress in this arena. Your company entered into a MoU with SolarEnergy Corporation of India (SECI) on 9th Octber’15 for sale and purchase of powergenerated from 3000 MW solar projects for onward sale on long term basis for full term of25 years. PTC is also supporting SECI in managing the operational and commercial aspectsof solar energy being traded through SECI under JNNSM Phase-I. The total volumefacilitated for SECI was 973 MUs in FY16. Further CRISIL has awarded highest MNRE GRADESP 1A to your company indicating the company has ‘Highest Performance Capability andHighest Financial Strength’ to undertake projects in Solar PV technology.

Your company’s subsidiaries are on a high growth path. PTC India FinancialServices Limited (PFS) recorded revenue of Rs1186.9 Crores during FY-16 compared torevenue of Rs801.9 Crores during FY-15. Interest income for FY-16 stood at Rs921.4 Crorescompared to Rs741.6 Crores during FY-15 thus registering an increase of about 24%. TheProfit Before Tax (PBT) and Profit After Tax (PAT) for FY-16 stood at Rs531.4 Crores andRs391.1 Crores respectively. Net interest income increased to Rs421.6 Crores therebyrecording a growth of over 23% during FY-16. Earnings Per Share (EPS) for financial yearstood at Rs6.96 per share vis a vis last year EPS of Rs2.86. PTC Energy Limited (PEL)commissioned two wind power projects with cumulative capacity of 50 MW in Madhya Pradesh.The first of the projects of 30 MW in Jaora Ratlam District got commissioned on 8thMarch 2016. Further 2nd project of 20 MW Wind Power Project at NipaniyaMandsaur District got commissioned by March 2016. Going forward your company isconsolidating its core trading business with a focus on high growth/high trading marginsegments. Development Financing and trading of renewable energy projects on our own orthrough subsidiaries will remain our thrust area in coming future. Further your companywill keep on adding value added business in the form of advisory and other relatedservices for the growth of the company as well to keep up with the expectations of theindustry and customers.

28. Domestic Trading

Your Company has completed another significant year of its operations. Financial year2015-16 has been a turbulent year for the power sector due to poor financial health of theState utilities and widespread transmission constraints on various Inter Regional Links.The company has maintained and sustained its leadership position in the industry despiteseveral turbulences. 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 achieved the highest trading volume of 42372 MUs during 2015-16 against theprevious year’s figure of 37137 MUs which is growth of 14% over the previous year.PTC achieved Short term trading volume of 10334 MUs during 2015-16 despite of severetransmission constraints on various inter-regional links. The Company also carried out asignificant number of energy banking transactions during the year which has contributed tothe overall trading volume. PTC’s volume on power exchanges FY 2015-16 reached 13044MUs against 9668 MUs in the previous year exhibiting an increase of ~34% over theprevious year.

Long Term Agreements for Purchase of power (A) Commissioned Projects i. PowerProjects commissioned before FY 2015-16: The existing Long-Term arrangements where powersupply commenced before FY2015-16: 2110 MW ii. Power Projects commissioned duringFY 2015-16: The Long-term arrangements where power supply commenced during FY 2015-16: 461MW iii. Power Projects expected to be commissioned in FY 2016-17: Pipeline of projectswith long term arrangements which would be commissioned/commence power supply in FY2016-17: 1880 MWs

(B) Power Purchase Agreements

PTC has in its portfolio long term Power Purchase Agreements (PPAs) with the generatorsfor a cumulative capacity of about 11586 MW for further sale of power to Discoms whichincludes Cross-Border power trade. The projects are based on domestic coal imported coalgas hydro and other renewable energy resources.

(C) Agreements for Sale of Power

As per the Tariff Policy of Government of India the long term power procurement by theSEBs/ DISCOMs has to be necessarily done through competitive bidding. As such sale ofpower to the State Utilities has to be through participation in the bidding process. Tillnow PTC has participated in competitive bids invited by State Utilities/PrivateDiscoms/Deemed Licensees like Rajasthan UP AP MP Kerala Tamil Nadu RailwaysBangladesh etc. (Long term and Medium term) and has bid for about 5684 MW aggregatecapacities. During the FY 2015-16 PTC has participated with about 500 MW aggregatecapacities in long term and medium terms bids invited by Bangladesh which are underevaluation and had signed a Power Purchase Agreement for another 40 MW in May 2016through competitive bidding for medium term supply to Bangladesh.

29. Cross Border Power Trade

Cross-border transactions remain a vital part of our portfolio. Cross-border trade withBhutan witnessed 5107.33 MUs for FY 2015-16. Also Trade with Nepal witnessed 136MUs. In addition to the above PTC continues to supply 250 MW power to BangladeshPower Development Board (BPDB) from West Bengal State Electricity Distribution CompanyLimited. Accordingly volume for this transaction for FY16 was 1908.51 MUs. Thesame was 1624 MUs last year.

30. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act the read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are as given below: (i) the ratio of the remunerationof each director to the median remuneration of the employees of the company for thefinancial year 2015-16 & the percentage increase in remuneration of each directorChief Financial Officer Chief Executive Officer Company Secretary or Manager if any inthe financial year;

Name of Director / KMP and Designation Remuneration of Director/ KMP for F.Y. 2015-16 (` in crore) Remuneration of Director/ KMP for F.Y. 2014-15 (` in crore) % increase in Remuneration in the F.Y. 2015-16 Median Remuneration (F.Y.2015-16) Ratio of remuneration of each Director/ to median remuneration of employees Median Remuneration (F.Y.2014-15) Increase in median % with PAT 2015-16
Deepak Amitabh Chairman and Managing Director) 1.00 0.98 2.04% 0.13 7.69 0.12 8% 0.43%
Dr. Rajib Kumar Mishra (Whole Time Director) 0.76 0.06 1166.67% 0.13 5.85 0.01 1200% 0.33%
Arun Kumar (Director & Chief Financial Officer) 0.63 0 NA 0.10 6.12 NA NA 0.27%
Arun Kumar 0.11 0.42 NA 0.03 4.07 0.07 -61% 0.05%
(Executive Director & Chief Financial Officer)
Ajit Kumar (Whole Time Director) 0.66 0 NA 0.13 5.09 NA NA 0.28%
Rajiv Maheshwari (Company Secretary) 0.38 0.34 11.76% 0.13 2.92 0.12 8% 0.16%

Note: - Dr. Rajib Kumar Mishra assumed the post of Director w.e.f. 24thFebruary 2015 Shri Ajit Kumar assumed the post of Director w.e.f. 2nd April2015. Shri Arun Kumar assumed the post of Director w.e.f. 16th June 2015.

(ii) The percentage increase in the median remuneration of employees in the financial year; The median remuneration of Employees including Whole time Director(s) was Rs0.13 crore & Rs0.12 crore in FY 2016 & FY 2015 respectively. The increase in median remuneration of employees (including WTDs) in FY 2016 as compared to FY 2015 is 8%.
(iii) the number of permanent employees on the rolls of company; The number of permanent employees on the rolls of the company as of 31st March 2016 & 31st March 2015 were 102 & 95 respectively.
(iv) The explanation on the relationship between average increase in remuneration and company performance; The level and composition of remuneration is reasonable and sufficient to attract retain and motivate the Directors and employees of the Company and encourage behavior that is aligned to sustainable value creation. In line with the Policy of the Company annual increments were awarded in two parts: Base increment or cost of living adjustment (representing protection against inflation) Merit increase (on the basis of individual performance).
Average increase in employee remuneration for FY 2015-16 was 12%.
(v) comparison of the remuneration of the Key Managerial Personnel against the performance of the company; For the FY 2015-16 KMPs were paid approx. 1.52% of PAT for the year. Remuneration of all KMPs is considered on pro rata basis. The Market capitalization of the Company has decreased from Rs 2394.71 Crores as of March 31 2015 to Rs 1894.45 Crores as of March 31 2016. Over the same period the price to earnings ratio moved from 11.79 to 8.11. The Company’s stock price as at March 31 2016 has increased by 300% to Rs 64.00 the last public offering i.e. IPO in April 2004 at the price of Rs 16 per share.
(vi) variations in the market capitalisation of the company price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies and in case of unlisted companies the variations in the net worth of the company as at the close of the current financial year and previous financial year;
(vii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; The average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year was 3% and the percentile increase in the managerial remuneration was 96.67% during the same period. During the year at managerialleveli.e.ShriAjitKumarassumedthepostofwholetimeDirector(C&O)w.e.f. 2nd 2015 and Shri Arun Kumar as whole time Director (Fin.) & CFO w.e.f. 16th June 2015.
(viii) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company; Refer 30 (i)
(ix) the key parameters for any variable component of remuneration availed by the directors; The factors considered for determining the Performance Related Pay are:
Value added to Company ( Operating Profit and Net Profit); Value added to shareholders ( Net worth); Commercial performance Business growth.
(x) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; and N.A.
(xi) Affirmation that the remuneration is as per the remuneration policy of the company. Yes.

PARTICULARS OF TOP 10 EMPLOYEES (SECTION 197)

Remuneration Qualifications
Name & Designation Nature of Employment Received (amount in rupees crore) and Experience Date of Commencement of Employment in PTC Age (DOB) Last Employment % of Equity Shares held in the co. If relative of any director or manager name of such director or manager
Deepak Amitabh CMD 1.00 M.Sc. 3-Sep-03 8-Oct-60 IRS. 79557 NO
CMD 32 years Govt. of India
Dr. Rajib Kumar Marketing 0.76 B.Tech 20-Oct-11 1-Mar-63 Power Grid 1800 NO
Mishra Director & BD (Electrical) Ph.D Corporation of
31 years India Ltd.
Arun Kumar Finance 0.73 B.Sc. ICWA 28-Oct-03 13-Dec-55 Satluj Jal Vidyut 70061 NO
Director & CFO 38 years Nigam Ltd.
Ajit Kumar Director Commercial & Operations 0.66 B.Sc. Engg. (Electrical) MBA 36 years 2-Apr-15 8-Apr-59 NTPC Ltd. NIL NO
Rajiv Malhotra CRO 0.66 B.Sc. PDPM 7-Jun-13 7-Nov-66 Athena Energy NIL NO
Executive Director & CRO CFA 26 years Ventures Pvt. Ltd.
Harish Saran Executive Director Marketing 0.59 B.E.(Electrical) PGDOM 29 years 01-Oct-99 07-June -65 Power Grid Corporation of India Ltd. 105000 NO
Bimal Dhar Executive Director Commercial 0.58 B.Sc. Engg. (Electrical) 35 years 3-Jun-13 19-Oct-56 Monnet Power Company Ltd. NIL NO
B B Kathpalia Vice President (superannuated on 31-01-2016) NA 0.56 B.Com PGDIR 36 years 19-Jun-01 8-Jan-56 NHPC Ltd. NA NO
Hiranmay De Executive Vice President Operations 0.55 B.E. (Elec.) 29 years 20-Oct-03 1-Jun-64 Power Grid Corporation of India Ltd. NIL NO
Pankaj Goel Senior Retail 0.54 ICWAI ICAI B.Com 24 years 17-Feb-09 19-Dec-69 IRCTC Ltd. 2563 NO
Vice President

Remuneration is as per the Remuneration Policy of the Company as approved by Nomination& Remuneration Committee. The Remuneration for the purpose of above table is definedas Total Cost to the Company (TCC) which includes variable Performance related pay. Interms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 noemployee of the Company employed throughout the year who was in receipt of remuneration ofrupees one crore and two lacs or more in a year. Further during the year under reviewthere was no employee of the Company employed for a part of year who was in receipt ofremuneration of rupees eight lacs and fifty thousand or more per month.

31. Details of conservation of energy technology absorption foreign exchange earningsand outgo

As your Company is engaged in the activity of trading of power and other relatedactivities the particulars relating to conservation of energy and technology absorptionrespectively are not applicable to it.

32. Foreign exchange earnings and Outgo

During the year the total foreign exchange earning was Rs1026.22 crore and totalforeign exchange expense was Rs1.92 crore.

33. Other Disclosures i) Significant and material orders

There are no significant or material orders passed by Regulators or Courts or Tribunalswhich impact the going concern status and Company’s operations in future.

ii) Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of the Investor Education Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has already filed the necessary form and uploaded the details of unpaid andunclaimed amounts lying with the Company as on the date of last AGM with the Ministry ofCorporate Affairs. iii) Fixed Deposits

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

34. General

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

(a) Issue of equity shares with differential rights as to dividend voting orotherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

(c) Neither Managing Director nor the Whole time Directors of the Company receive anyremuneration or commission from any of its subsidiaries.

35. Report on Corporate Governance

As a listed Company and a good corporate entity the Company is committed to soundcorporate practices based on conscience openness fairness professionalism andaccountability paving the way in building confidence among all its stakeholders forachieving sustainable long term growth and profitability.

Company’s philosophy on the Code of Governance

Corporate governance is about maximizing shareholder value legally ethically andsustainably. At PTC India Limited the goal of corporate governance is to ensure fairnessfor every stakeholder. We believe sound corporate governance is critical to enhance andretain investor trust. Our corporate governance report for financial year 2015-16 formspart of this Annual report.

Corporate Governance implies governance with highest standards of professionalismintegrity accountability fairness transparency social responsiveness and businessethics for efficient and ethical conduct of business. Your Company’s endeavor hasbeen to inculcate good Corporate Governance practices in its organizational and businesssystems and processes with a clear goal to not merely adhere to the letter of law tocomply with the statutory obligations but also to center around following the spiritunderlying the same.

The Corporate Governance practices followed by the Company include the corporatestructure its culture policies and practices personal belief timely and accuratedisclosure of information commitment to enhancing the shareholder while protecting theinterests of all the stakeholders. Your Company is committed to and firmly believes inpracticing good Corporate Governance practices as they are critical for meeting itsobligations towards shareholders and stakeholders. The Company’s governance frameworkis based on the following principles which adhere to sound Corporate Governance practicesof transparency and accountability:

Constitution of Board of Directors with an appropriate blend of

Executive and Non- Executive Directors committed to discharge their responsibilitiesand duties.

Strict Compliance with all governance codes Listing Agreements other applicable lawsand regulations.

Timely and balanced disclosure of all material information relating to the Company toall stakeholders.

Adoption of eCode of Conductf for Directors and Senior Management and‘Code of Ethics’ and ‘Policy on Prohibition of Insider Trading’ andeffective implementation thereof.

Sound system of Risk Management and Internal Control.

Regular update of PTC website www.ptcindia.com to keep stakeholders informed.

1. Board of Directors

(A) Composition of Board

The Board of Directors along with its Committee(s) provides leadership and guidance tothe Company’s management and directs supervises and controls the performance of thecompany. The Board of Directors of the Company comprises of distinguished personalitieswho are well known in their respective fields. As on the end of Financial Year 2015-16the Board comprised of 15 Directors out of which 4 are Whole-time (1 CMD & 3 WTD) and11 are Non-Executive Directors out of which 5 are Independent Directors. The Company isheaded by Chairman & Managing Director (CMD). The current composition of Board ofDirectors of your Company as on the date of this report of your company is as under:

Category Name of Director
Chairman & Managing Shri. Deepak Amitabh
Director
Whole time Directors Shri. Ajit Kumar
Shri. Arun Kumar
Shri. Rajib Kumar Mishra
Smt. Jyoti Arora Nominee - MoP GoI
Shri K. Biswal Nominee - NTPC
Shri Ravi P. Singh Nominee - POWERGRID
Shri A.K. Agarwal Nominee - PFC
Shri Jayant Kumar Nominee - NHPC
Non –Executive
Shri Hemant Bhargava Nominee - LIC of India
Directors
Shri Anil Razdan Independent Director
Shri Dipak Chatterjee Independent Director
Shri Dhirendra Swarup Independent Director
Shri H.L. Bajaj Independent Director
Shri Ved Kumar Jain Independent Director

All Independent Directors of the Company qualify the conditions of their beingindependent.

(B) Non- executive Directors compensation and disclosures

The Company had not paid any remuneration to any of its Non-Executive Directors exceptthe sitting fees for attending the meetings of Board/ Committees to those who accept thesame.

Sr. No. Meetings *Sitting fee per Meeting
1. Board Meetings 40000
2. Committees Meetings 40000

*The sitting fee to nominee Directors of Promoter Companies/ LIC of India is directlypaid to the respective Promoter Company/ LIC.

(C) Other provisions as to Board and Committees

(i) Details of Board Meetings held during the Financial Year 2015-16

During the financial year ended 31st March 2016 the Board met five times asagainst the minimum requirement of four Board Meetings.

The details of the Board Meeting held during the financial year 2015-16 are as under:-

Sr. Date Board strength Number of Directors present
1. 28th May 2015 15 12
2. 5th August 2015 16 14
3. 12th September 2015 16 15
4. 3rd November 2015 16 13
5. 5th February 2016 16 12

ii) Directors Attendance Record and Directorship in other companies as on 31stMarch 2016

Name of the Director

Board Meetings in FY 2015-16

Attendance at AGM (held 23/09/2015) Last No. of Directorships in No. of Committee Chairmanship/
on 31st March 2016 on other companies held as Membership as on 31st March 2016*
Held during the Tenure Attended
Shri Deepak Amitabh 5 5 Y 2 -
Shri Ajit Kumar 5 5 Y 3 -
Dr. Rajib Kumar Mishra 5 5 Y 1 -
Shri Arun Kumar** 4 4 Y 2 -
Shri K. Biswal*** 3 2 N 2 2
Shri A.K. Agarwal 5 4 N 10 4
Shri Ravi P. Singh 5 3 N 2 2
Shri D.P. Bhargava 5 4 N 2 1
Smt. Jyoti Arora 5 2 N 2 -
Shri S. Balachandran 5 5 Y 2 4
Shri Hemant Bhargava 5 3 N 1 2
Shri Ved Kumar Jain 5 3 Y 4 10
Shri Dipak Chatterjee 5 5 N 2 1
Shri Anil Razdan 5 5 N - -
Shri Dhirendra Swarup 5 5 N 5 4
Shri H.L. Bajaj 5 5 N NIL NIL

(i) *In line with Listing Regulations only the Directorship of Audit Committee andStakeholders Relationship Committee have been taken in to consideration in reckoning themembership/ chairmanship of committees.

(ii) **Appointed w.e.f. 16th June 2015

(iii) ***w.e.f. 1st September 2015 (iv) Y=Yes N= No N.A. = Not Applicable

In terms of Listing Regulations none of the Director on the Company’s Board is amember of more than ten (10) committees and Chairman of more than five (5) committees(Committees being Audit Committee and Stakeholders’ Relationship Committee) acrossall the companies in which they are Director. All the Directors have made necessarydisclosures regarding Committee positions held by them in other companies and do not holdthe office of Director in more than fifteen (15) public companies. The Non-executiveDirectors do not have any shareholding in the Company. Further Directors are notrelatives of each other and none of the employees of the Company are relative of any ofthe Directors. At the last AGM 998 (nine hundred ninety eight only) members (includingproxies) holding 59663641 (five crore ninety six lakh sixty three thousand six hundredforty one only) number of equity shares recorded presence during the meeting.

(iii) Changes in Directorship of the Company in FY 2015-16 During the Financial Year2015-16 there are following changes in the composition of Board of Directors of theCompany:

Sr. No. Name of Director Joining/ Cessation Date of joining/ Cessation
1. Shri Ajit Kumar* Joining 02.04.2015
2. Shri Arun Kumar** Joining 16.06.2015
3. Shri K. Biswal Joining 24.09.2015
4. Shri I.J. Kapoor Cessation 20.08.2015
5. Shri Srinivasan Balachandran Cessation 31.03.2016
6. Shri D.P. Bhargava# Cessation 31.03.2016

*Whole time Director designated as Director (Commercial & Operations) **Whole timeDirector designated as Director (Finance) & CFO #Nominee of NHPC. Now NHPC hasnominated Shri Jayant Kumar as Director w.e.f. 7th April 2016. The Board places on recordits deep appreciation for the valuable contributions made by Shri I.J Kapoor ShriSrinivasan Balachandran and Shri. D.P. Bhargava during their tenure as Director of theCompany.

(D) Board Procedure

(i) Decision making process

The Board of Directors acts as trustees of stakeholders and is responsible for theoverall functioning of the Company. With a view to professionalize all corporate affairsand setting up systems and procedures for advance planning of matters requiringdiscussion/decisions by the Board the Company has defined appropriate guidelines for themeetings of the Board of Directors. These Guidelines facilitate the decision makingprocess at the meetings of Board in well informed and proficient manner.

(ii) Scheduling and selection of Agenda items for Board /Committee Meetings (a) Themeetings are being convened by giving appropriate notice after obtaining the approval ofthe Chairman of the Board/ Committee. To address urgent needs meetings are also beingcalled at short notice. The Board is also authorized to pass Resolution by Circulation incase of business exigencies or urgency of matters.

(b) Detailed agenda management reports and other explanatory statements are circulatedin advance amongst the members for facilitating meaningful informed and focused decisionsat the meetings. The Company Secretary while preparing the Agenda ensures that all theapplicable provisions of law rules guidelines etc. are adhered to. The Company ensurescompliance of all the applicable provisions of the Companies Act 2013 SEBI GuidelinesListing Agreement and various other statutory requirements. (c) All the department headsare notified of the Board meeting in advance and are requested to provide the detailsabout the matters concerning their department requiring discussion/ approval/ decision atthe Board meetings. Based on the information received the agenda papers are prepared andsubmitted to concerned Department Heads for obtaining approval of the Chairman. Dulyapproved agenda papers are circulated amongst the Board members by the Company Secretary.

(d) Where it is not practicable to attach any document or the agenda due to itsconfidential nature the same is tabled before the meeting with the approval of theChairman. In special and exceptional circumstances additional or supplemental item(s) tothe agenda are circulated. Sensitive subject matters are discussed at the meeting withoutwritten material being circulated.

(e) The meetings are usually held at the Company’s Registered Office in New Delhi.

(f) In addition to detailed agenda being already circulated presentations are alsomade at the Board/ Committee meetings covering Finance Operations & Sales HumanResources Marketing and major business segments of the Company to facilitate efficientdecision making.

(g) The members of the Board have complete access to all information of the Company.The Board is also free to recommend inclusion of any matter in agenda for discussion.Senior management officials are called to provide additional inputs to the items beingdiscussed by the Board as and when necessary.

(E) Recording minutes of proceedings at the Board Meeting

The minutes of the proceedings of each Board/Committee meeting are recorded and areduly entered in the minute book kept for the purpose. The minutes of each Board/ Committeemeeting are circulated among the Board/ Committee members in the next Board Meeting fortheir noting/ confirmation.

(F) Follow-up mechanism

The guidelines laid down for the Board and Committee Meetings ensures that an effectivepost meeting follow-up & review has been done. The actions taken on the decisions arereported to the Board/ Committee in the form of Action Taken Report (ATR) tabled at theimmediately succeeding meeting of the Board/ Committee for noting by the Board/ Committee.

(G) Follow-up mechanism

Documents Retention and Archival policy and Code of conduct for the prevention ofInsider Trading have been framed by the Company.

2. Committees of the Board of Directors

The Board has constituted many functional Committees depending on the business needsand legal requirements. The Committees constituted by the Board on the date of the Reportare as follows:

Audit Committee

Nomination & Remuneration / Compensation ( ESoP) Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Code of Ethics And Prohibition of Insider Trading Committee

In addition to above statutory committees the Group of Directors for BusinessDevelopment & for Corporate Governance is also there and Board from time to time forspecific purposes constitute Group of Directors as may be required.

2.1 Audit Committee

(a) Composition

Pursuant to the provisions of Section 177 of the Companies Act 2013 and the provisionsof the Listing Regulations Audit Committee has been constituted by the Board ofDirectors.

The Audit Committee presently comprises of the following Non-Executive and IndependentDirectors:

Sr. No. Name of the Director Designation Status
1 Shri Dipak Chatterjee Chairman Independent Director
2 Shri Hemant Bhargava Member Non-Executive Director
3 Shri Ved Kumar Jain Member Independent Director
4 Shri Dhirendra Swarup Member Independent Director

The Company Secretary acts as the Secretary of the Committee.

(b) Terms of Reference

The broad terms of reference of Audit Committee are as follows: a. Oversight of theCompany’s financial reporting process and the disclosure of financial information toensure that the financial statement is correct sufficient and credible; b. Recommendingto the Board the appointment re-appointment or removal of the statutory auditor and thefixation of audit fees.

c. Reviewing with management the periodical financial statements before submission tothe Board for approval with particular reference to (i) changes in accounting policiesand practices

(ii) major accounting entries involving estimates based on exercise of judgment bymanagement (iii) qualifications in draft audit report (if any)

(iv) significant adjustments made in financial statements arising out of the audit (v)the going concern assumption (vi) compliance with accounting standards

(vii) compliance with listing and other legal requirements concerning financialstatements

(viii) Disclosures of any related party transactions i.e. transactions of the Companyof material nature with promoters or the management their subsidiaries or relatives etc.that may have potential conflict with the interest of the company at large;

d. Reviewing with the management performance of statutory and internal auditors theadequacy of internal control systems and recommending improvements to the management;

e. Reviewing the adequacy of internal audit functions;

f. Discussion with internal auditors any significant findings and follow-up thereon; g.Reviewing the findings of any internal investigations by the internal auditors into thematters where there is suspected irregularity or a failure of internal control systems ofa material nature and reporting the matter to the Board.

h. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern. i.Approval of appointment of CFO (i.e. the whole-time Finance Director or any other personheading the finance function or discharging that function) after assessing thequalifications experience & background etc. of the candidate. j. Any other work asmay be assigned by the Board of Director (s) of the Company from time to time.

The terms of reference stipulated by the Board to the Audit Committee are as perListing Regulations and Section 177 of the Companies Act 2013. The CFO Representativesof Internal auditors and statutory auditors of the Company attend the meetings of AuditCommittee. The minutes of the Committee were placed before the Board of Directors forinformation. PTC has not denied any personnel to access to the Audit Committee of thecompany in respect of any matter. There was no case of alleged misconduct.

(c) Number of Committee Meetings and Attendance

Eight meetings of Audit Committee were held during FY 2015-16. The details of Committeemeeting and its members attendance during FY 2015-16 is mentioned below:-

Audit Committee Meetings
Sr. No. Name of Director Held during the Tenure Attended
1. Shri S. Balachandran 8 8
2. Shri Hemant Bhargava 8 7
3. Shri Ved Kumar Jain 8 7
4. Shri Dipak Chatterjee 8 8
5. Shri Dhirendra Swarup 8 7

2.2 Nomination & Remuneration / Compensation (ESoP) Committee

In accordance with the requirements of Section 178 of the Companies Act 2013 andListing Regulations the Nomination and Remuneration Committee (ESOP) Committee has beenconstituted.

(a) Terms of Reference

The terms of reference of Nomination & Remuneration Committee includes:

– To identify persons who are qualified to become Directors and who may beappointed in senior management in accordance with the criteria laid down and to recommendto the Board their appointment and/ or removal;

– To carry out evaluation of every Director’s performance;

– To formulate the criteria for determining qualifications positive attributesand independence of a Director and recommend to the Board a policy relating to theremuneration for the Directors key managerial personnel and other employees;

– To formulate the criteria for evaluation of Independent Directors and the Board;

– To devise a policy on Board diversity;

– To recommend/ review remuneration of the Managing Director(s) and Whole timeDirector(s) based on their performance and defined assessment criteria;

– To administer monitor and formulate detailed terms and conditions of theEmployees’ Stock Option Scheme.

(b) Composition

Presently this Committee comprise of following Directors:

Sr. No. Name of Director Designation Status
1 Shri Chatterjee Dipak Chairman Independent Director
2 Shri Amitabh Deepak Member Executive Director (CMD)
3 Smt. Jyoti Arora Member Non-Executive Director
4 Shri Anil Razdan Member Independent Director
5 Shri D. Swarup Member Independent Director
6 Shri H.L. Bajaj Member Independent Director

(c) Number of meetings and attendance

Sr. No. Name of Director Nomination & Remuneration Committee Meetings
Held during the Tenure Attended
1. Shri Dipak Chatterjee 5 5
2. Shri Deepak Amitabh 5 5
3. Smt. Jyoti Arora 5 1
4. Shri Anil Razdan 5 5
5. Shri D. Swarup 5 5
6. Shri H.L. Bajaj 5 5
7. Shri S. Balachandran 5 5

Shri Rajiv Maheshwari Company Secretary acts as the Secretary to the Committee. TheCommittee is chaired by an Independent Director. The Committee meets as per therequirement.

(d) Remuneration Policy

Remuneration policy of the Company is recommended by the N &R Committee andapproved by the Board.

(e) Detail of Remuneration to Chairman & Managing Director and Whole-time Directorsof the Company during FY 2015-16

The remuneration paid to the Chairman & Managing Director (CMD) and Whole-timeDirectors during the FY 2015-16 is as under:

Sr. No. Director Designation Remuneration (figures in Rscrore) FY 2015-16
1. Shri Deepak Amitabh CMD 1.00
2. Shri Rajib Kumar Mishra Director (Marketing & Business Development) 0.76
3. Shri Ajit Kumar* Director (Commercial & Operation) 0.66
4. Shri Arun Kumar** Director (Finance & CFO) 0.63

* became director w.e.f. 2nd April 2015 ** became director w.e.f. 16thJune 2015

The CTC structure of PTC including management is mix of fixed and performance linked.Notice period of CMD & WTDs is 3 months. Further none of the directors of the companywas in receipt of any remuneration from its subsidiary companies during the period. d)Details of payment made towards sitting fee to the Non- Executive Directors for Board/Committee Meetings during the year 2015-16 is as under:

Name of the Director Designation Remuneration (figures in Rscrore- FY 2015-16)
1 Shri Anil Razdan Independent Director 0.06
2 Shri D. P. Bharagava Non-Executive 0.02
3 Shri Dhirendra Swarup Independent Director 0.10
4 Shri Dipak Chatterjee Independent Director 0.10
5 Shri H.L. Bajaj Independent Director 0.05
Shri I. J. Kapoor/ 6 Sh. K. Biswal Non-Executive 0.03
7 Shri Hemant Bhargava Non-Executive 0.05
8 Shri A. K. Agarwal Non-Executive 0.02
9 Shri R P Singh Non-Executive 0.01
10 Shri S. Balachandran Independent Director 0.10
11 Shri Ved Kumar Jain Independent Director 0.06

Sitting fee paid to the nominating respective Promoter Company/ LIC of India. Furtherthe non-executive directors has not been paid any other remuneration during the period.

2.3 Stakeholders Relationship Committee (a) Composition

The Committee comprises of following Non- Executive Directors:

Sr. No. Name of the Director Designation Status
1 Shri Dipak Chatterjee Chairman Independent Director
2 Shri Ved Kumar Jain Member Independent Director

The Committee is chaired by an Independent Director and meets as per the requirement.

(b) Name & Designation of Compliance Officer

Shri Rajiv Maheshwari Company Secretary of the Company acts as the Compliance Officerof the Company.

(c) Terms of Reference

The Committee looks into redressing of investors complaint like delay in transfer ofshares Demat Remat non- receipt of declared dividends non- receipt of Annual Reportsetc. and such other related work as may be assigned by the Board from time to time. TheCommittee oversees the performance of Registrar and Share Transfer Agent of the Companyand recommends measures for overall improvement in the quality of investor services.

(d) Investors Complaints received and resolved during the year

During the FY 2015-16 208 complaints were received and resolved. Given below is atable showing investor complaints of last three years:

Sr. No. Year Number of Complaints Received*
1 2015-16 208
2 2014-15 170
3 2013-14 235

*All complaints were resolved

2.4 Corporate Social Responsibility (CSR) Committee

In compliance with the provisions of Section 135 of Companies Act 2013 a CorporateSocial Responsibility Committee has been constituted.

Constitution

The CSR Committee comprises of following directors:

Sr. No. Name of Director
1 Shri D. Swarup Chairman
2 Shri Deepak Amitabh Member
3 Shri Ved Kumar Jain Member

Terms of Reference

The Corporate Social Responsibility Committee shall

(a) Formulate and recommend to the Board a Corporate Social Responsibility Policywhich shall indicate the activities to be undertaken by the company as specified inSchedule VII of Companies Act 2013; (b) Recommend the amount of expenditure to beincurred on the activities referred to in clause (a) ; and (c) Monitor the CorporateSocial Responsibility Policy of the company from time-to-time. As a responsible corporatecitizen PTC India Limited (PTC) is committed to ensuring its contribution to the welfareof the communities in the society where it operates through its various Corporate SocialResponsibility ("CSR") Initiatives.

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

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

The Corporate Social Responsibility Committee has approved a Corporate SocialResponsibility Policy (CSR Policy) indicating the activities to be undertaken by theCompany presently which has also been approved by the Board.

The CSR Policy is available at the link: http://www.ptcindia.com/pdf/corporate-social-responsibility-policy.pdf.

The report on CSR activities/Initiatives is enclosed as Annexure-3.

2.5 Code of Ethics & Prohibition of Insider Trading Committee Composition

Presently this Committee comprises of following Directors:-

Sr. No. Name of the Director
1 Shri Dipak Chatterjee Chairman
2 Shri Ved Kumar Jain Member

The Committee is chaired by an Independent Director.

Shri Rajiv Maheshwari Company Secretary of the Company acts as the Compliance officerunder the ‘Code of Conduct for prevention of Insider Trading and Code of CorporateDisclosure Practices’ of PTC. The Committee meets as per the requirements.

2.6 Procedure at Committee Meetings

The Company’s guidelines relating to Board meetings are generally applicable toCommittee meetings as far as may be practicable. Each Committee has the authority toengage outside experts advisors and counsels to the extent it considers appropriate toassist in its work. Minutes of the proceedings of the Committee meetings are placed beforethe Board meetings.

3. Disclosures

There are no material significant transactions with related parties except thosementioned in the Annual Accounts for the FY 2015-16 conflicting with the Company’sinterest. There was also no instance of non-compliance on any matter related to theCapital Markets during the last years. The information related to the Company is alsoavailable at Company’s web-site www.ptcindia.com. The proceeds of the public issuehave been used for the purpose(s) for which it was raised.

4. Code of conduct for Directors and Senior Management

The Company has framed a Code of Conduct for Directors and senior officers of theCompany which has been complied with by the Board members and senior officers of theCompany.

5. Code for prevention of Insider Trading

In terms of Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 the Company has formulated a comprehensive policy for prohibition ofInsider Trading in PTC Equity Shares to preserve the confidentiality and to prevent misuseof unpublished price sensitive information.

In line with the requirement of the said code the trading window was closed from timeto time whenever some price sensitive information was submitted to the Board. Notice ofthe closure of trading window was issued to all employees well in advance.

Declaration required under the Listing Regulations

All the members covered under the "Code of Business Conduct and Ethics for BoardMembers and Senior Management" have affirmed with the said code for the Financialyear 2015-16.

Sd/-

Deepak Amitabh

Chairman & Managing Director

6. Subsidiary Monitoring Framework

Both subsidiary companies of the Company are Board managed with their Board’shaving their rights and obligations to manage such companies in the best interest of theirstakeholders. The Company monitors performance of subsidiary companies inter alia by thefollowing means: (a) Financial statements in particular the investments made by theunlisted subsidiary companies are reviewed by the Audit Committee of the Company.

(b) All minutes of Board meetings of unlisted subsidiary companies are placed beforethe Company’s Board on regular basis.

7. General Body Meetings: Annual General Meeting (AGM)

Details of last three Annual General Meetings are as under:

Meeting Meeting passed
2014-15 September 3.30 p.m. Dr. Sarvepalli No
23 2015 Radhakrishnan Auditorium
Kendriya Vidyalaya No.
2 Delhi Cantt. New
Delhi-110010
2013-14 September 3.30 p.m. Dr. Sarvepalli No
26 2014 Radhakrishnan Auditorium
Kendriya Vidyalaya No.
2 Delhi Cantt. New
Delhi-110010
2012-13 August 3.00 p.m. FICCI Golden Jubilee Yes u/s
19 2013 Auditorium Federation 314(1) of
House Tansen Marg New Companies
Delhi- 110001 Act 1956

8. Special Resolution and Postal Ballot

The Company has not passed any special resolution through postal ballot. No Extraordinary General Meeting was held during the year.

None of the business proposed to be transacted in the ensuing AGM requires passing aspecial resolution through Postal Ballot.

9. Disclosures

(i) Disclosure on materially significant related party transactions i.e. transactionsof the company of material nature with its Promoters the Directors and the managementtheir relatives or subsidiaries etc. that may have potential conflict with the interestsof the Company at large. None of the transactions with any of the related parties were inconflict with the interest of the Company. Transactions with the related parties are setout in Notes on Accounts forming part of the Annual Report.

All related party transactions are negotiated on arm’s length basis and areintended to further the interests of the Company.

(ii) There have been no instances of non-compliances by the company and no penaltiesstrictures imposed on the company have been imposed by Stock Exchange or SEBI or anystatutory authority on any matter related to capital markets during the last threeyears-(iii) The Company has formulated a Whistle Blower policy and affirms that nopersonnel has been denied access to the audit committee.

10. Means of communication & website

(a) Quarterly/Annual financial Results: Quarterly/ Annual Financial Results ofthe Company are generally published in One English and One Hindi News Paper and aredisplayed on the Company’s website www.ptcindia.com.

(b) Website: The Company’s website contains a separate dedicated section‘Investor Relations’ where shareholders information is available. (c) AnnualReport: Annual Report containing inter alia Audited Annual Accounts ConsolidatedFinancial Statements Directors’ Report Auditors’ Report and other importantinformation is circulated to members and other’s entitled thereto and is displayed onthe Company’s website www.ptcindia.com (d) Presentations made to institutionalinvestors or to the analysts- Presentations are made to institutional investors andanalysts on the Company’s audited annual financial results

11. CFO/CEO Certification

As required by Clause 17(8) of SEBI Listing Regulations 2015 a certificate dulysigned by Shri Deepak Amitabh Chairman & Managing Director and Shri Arun KumarDirector (Finance) & Chief Financial Officer of the Company was placed before theBoard of Directors in its meeting dated 18th May 2016 while considering AnnualAccounts for the period ended 31st March 2016.

12. General Shareholders Information a) Annual General Meeting(AGM)

Meeting No. 17th
Date 28th September 2016
Time 12.30 P.M.
Venue Dr. Sarvepalli Radhakrishnan Auditorium
Kendriya Vidyalaya No. 2 Delhi Cantt. New
Delhi-110010

b) Tentative Financial Calendar for year ended 31st March 2017

Particulars Date
1. Financial Year 1st April 2016 to 31st March 2017
2.Un- audited Financial Results for first three Quarters Announcement will be in compliance with the Listing Regulations
3. Annual Financial Results Will be announced and published within 60 days from the end of financial year

c) Appointment/ Re-appointment of Directors

In accordance with the provisions of Companies Act 2013 and Articles of Association ofthe Company Shri Ravi P. Singh and Smt. Jyoti Arora shall retire by rotation at theensuing Annual General Meeting of your Company and being eligible offer themselves forre-appointment.

Shri K. Biswal and Shri Jayant Kumar presently Additional Directors are proposed tobe regularized as a Director of the Company liable to retire by rotation at the ensuingAnnual General Meeting.

Your Directors have recommended the appointment of the above said Directors at theensuing Annual General Meeting.

The brief resume of Directors retiring by rotation and Additional Directors seekingappointment is appended with the notice calling Annual General Meeting of the Company e)Payment of Dividend

Final Dividend details for financial year 2015-16

The Board of Directors in its meeting held on 18th May 2016 has recommendeda dividend @ 25% i.e. Rs2.50 per Equity Share (on the face value of Rs10/- each) for theFinancial Year 2015-16 subject to approval of shareholders in the forthcoming AnnualGeneral Meeting of Company.

Dividend History for the last five years

Sr. Financial Year Total Paid up Capital in Rs Rate of Dividend (%)
1 2014-15 2960083210 22
2 2013-14 2960083210 20
3 2012-13 2960083210 16
4 2011-12 2949735710 15
5 2010-11 2949735710 15

f) Book Closure

The book closures dates of the Company are from 16th September 2016 to 28thSeptember 2016 (both days inclusive) for the purpose of payment of dividend for the FY2015-16.

g) Pay- out Date for Payment of Final Dividend

The final dividend on equity shares as recommended by the Board of Directors ifapproved by the members at the forthcoming Annual General Meeting of the Company shall bepaid to those shareholders whose name appear in the Register of Members as on the firstdate of book closure or in the list of beneficial holders provided by NSDL/ CDSL.

h) Unclaimed Dividend

Section 205 of the Companies Act 1956 mandates that Companies to transfer dividendthat has been unclaimed for a period of seven years from the unpaid dividend account toInvestor Education and Protection Fund (IEPF) of Central Government. As on the date ofthis report in accordance with following schedule the dividend for the years mentionedas follows if unclaimed with in stipulated time will be transferred to IEPF.

As on 31st March 2016 the following dividend amount was remained unpaid:

Year Type Dividend Share (`) Per Date of Declaration Amount (`)
2008-09 Final 1.2 23rd September2009 1137047
2009-10 Final 1.2 23rd September2010 682453
2010-11 Final 1.5 28th September2011 1166523
2011-12 Final 1.5 21st September 2012 1464873
2012-13 Final 1.6 19th August 2013 1407488
2013-14 Final 2.0 26th September 2014 1794968
2014-15 Final 2.2 24th September 2015 2540497

i) Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF)

Pursuant to provisions of Section 205(A)(5) of Companies Act 1956 the declareddividend for FY 2007-08 amounting to Rs535161/- and which remain unclaimed/unpaid forthe period of seven years has been transferred by the Company to Investor Education andProtection Fund (IEPF) established by Central Government. j) Listing on StockExchanges and stock codes

The Company’s Shares are listed on following Stock Exchanges

Name of the Address Stock ISIN No.
Stock Exchange Code
National Stock Exchange Plaza Plot no.
Exchange of C/1 G Block Bandra-
India Limited Kurla PTC EQ
Complex Bandra (E)
Mumbai - 40051. INE877F01012
BSE Limited Phiroze Jeejeebhoy Towers
Dalal Street Mumbai - 532524
400 001

k) Listing Fees

Annual Listing Fee for FY 2016-17 (as applicable) has been paid by the Company to boththe Stock Exchanges. Further the Company has also paid the annual Custody Fee to NationalSecurities Depository Limited (NSDL) and Central Depository Services Limited (CDSL)

l) Market Price Data

The High/Low of the market price of the Company’s equity shares traded on BombayStock Exchange and National Stock Exchange during the financial year ended 31st March2016 were as follows:

BSE NSE
Month High Low High Low
April- 15 81.80 70.45 81.9 70.25
May -15 73.00 64.95 73.15 64.7
June -15 69.80 59.05 69.80 59.05
July -15 74.90 65.25 74.95 65.2
August -15 74.00 50.20 74.00 50.05
September -15 62.30 53.10 62.35 52.70
October -15 68.70 59.20 68.75 59.15
November -15 68.10 61.20 68.25 61.05
December -15 67.40 58.25 67.75 58.20
January -16 71.50 56.40 71.50 56.05
February -16 67.40 56.15 67.40 56.15
March -16 65.55 57.00 65.65 57.5

m) Registrar & Share Transfer agent

M/s. MCS Share Transfer Agent Limited

F-65 Okhla Industrial Area Phase-I

New Delhi-110020.

n) Share Transfer System

The shares under physical segment are transferred through M/s MCS Share Transfer AgentLtd. Registrar and Share Transfer Agent (RTA). Further pursuant to regulation 40(9) ofSEBI Listing Regulations 2015 and clause 47(c) of erstwhile Listing Agreement with theStock Exchanges certificate on half yearly basis confirming the due compliance of sharetransfer formalities by the Company from Practicing Company Secretary have been submittedto Stock Exchanges within stipulated time. o) Distribution of shareholding as on 31stMarch 2016 Distribution by Category

Description No. of Cases Total Shares % of Equity
Promoters 4 48000000 16.22
Mutual Funds/ UTI 40 39655571 13.3968
Financial Institutions/ Banks 24 5327679 1.7998
Insurance Companies 13 42242952 14.2709
Foreign Portfolio Investors 110 82656878 27.9238
Bodies Corporates 1325 28624255 9.6701
Individuals :- 152752 40182738 13.5749
(1) Individuals holding nominal
Share Capital upto Rs2 Lakh
(2) Individuals holding nominal 99 7061382 2.3855
Share Capital more than Rs2 Lakh
Others:- 13 58400 .0197
(1) Trust & Foundations
(2) NRIs 1654 2198466 .7427
Total 156034 296008321 100

Distribution by size

As on 01.04.2016

Range of Equity Shares held Folios % of Shareholders Total No. of Shares % of Shares
1 - 500 140481 90.03 17331118 5.85
501 - 1000 8623 5.53 7046681 2.38
1001 - 2000 3764 2.41 5766500 1.95
2001 - 3000 1131 0.72 2910851 0.98
3001 - 4000 517 0.33 1888173 0.64
4001 - 5000 363 0.23 1722908 0.58
5001 - 10000 569 0.36 4291659 1.45
10001 - 50000 382 0.24 7966116 2.69
50001 - 100000 47 0.03 3376848 1.14
100001-Above 157 0.10 243707467 82.33
Total 156034 100.00 296008321 100.00

Nominal Value of each Share is Rs 10/-

p) Dematerialization of shares

Company’s Shares are available for dematerialization in both the depositories i.e.National Securities Depository Limited (NSDL) and Central Depository Services (India)Limited (CDSL). Reconciliation of Share Capital Audit Report for the Quarter ended 31stMarch 2016 confirming that the total issued/paid-up capital is in agreement with thetotal number of shares in physical form and the total number of dematerialized shares heldwith NSDL and CDSL as on 31st March 2016 was obtained from Practicing CompanySecretary and submitted to the Stock Exchanges with in stipulated time. Number of Sharesheld in Dematerialized and physical mode as on 31st March 2016:

Category No. of Holders No. of Shares % of total Shares Issued
Physical 12745 10019510 3.38
NSDL 99320 259648151 87.72
CDSL 43969 26340660 8.90
Total 156034 296008321 100

q) Shares Liquidity

The trading volumes at the Stock Exchanges during the financial year 2015-16 aregiven below:

Months National Stock Exchange of India Limited Number of Shares Traded Bombay Stock Exchange Limited Number of Shares Traded
April 2015 29708745 2768604
May 2015 31988164 4981135
June 2015 29258074 4335686
July 2015 27422212 3174120
August 2015 43042490 5516025
September 2015 99319891 7271829
October 2015 40382865 3756197
November 2015 22633016 2673684
December 2015 18202890 2314840
January 2016 39420594 4483955
February 2016 26899812 3163451
March 2016 24582808 3735133

r) Outstanding ADRs/GDRs/ Warrants/ or any Convertible instruments conversion date andlikely impact on equity

Neither ADRs/GDRs/ Warrants/ nor any Convertible instruments has been issued bythe Company.

Registered office Address :-

PTC India Limited.

2nd Floor NBCC Towers 15 Bhikaji Cama Place

New Delhi-110066

Company Secretary & Compliance Officer:-

Rajiv Maheshwari

PTC India Limited

2nd Floor NBCC Towers 15 Bhikaji Cama Place

New Delhi-110066

E-mail :- rajivmaheshwari@ptcindia.com

t) Compliance Certificate from the Practicing Company Secretary

Certificate from the Practicing Company Secretary M/s Ashish Kapoor & Associatesconfirming compliance with the conditions of Corporate Governance as stipulated underListing Agreement is annexed hereinafter.

u) Corporate Identity Number

Corporate Identity Number (CIN) of the Company allotted by the Ministry of CorporateAffairs Government of India is L40105DL1999PLC099328.

v) Adoption of Non- Mandatory requirements of Listing Agreement

The status/ extent for non-mandatory requirements of Listing

Agreement is as under:

Sr. Non- Mandatory Provisions Status/ Extent
No.
1 (a) Maintenance of Non- Executive Chairman’s Office Not Applicable as Chairman is Executive and also the Managing Director of the Company.
(b)Independent Director’s tenure not to exceed nine years in aggregate.
None of Independent Director has been appointed for a period exceeding 9 years.
2 Remuneration Committee Already Constituted. Details given elsewhere in this report
3 Half-yearly financial performance and summary of significant events may be sent to shareholders This information is available on Company’s website.
4 Audit Qualifications Auditors have given unqualified report for FY ended 31st March 2016. Company arranges meetings/ programmes in this regard from time to time. All Non- Executive Board Members of the Company are experts and have vast experience in their respective fields. Adopted
5 Training of Board Members
6 Mechanism for evaluating Non-Executive Board Members
7 Whistle Blower Policy

w) Discretionary Requirements

The status of discretionary requirements as per regulation 27(1) of SEBI ListingRegulations 2015 is as follows:-A. The Board: The company has an Executive Chairman i.e.CMD. B. Shareholder Rights: The quarterly/half yearly/annual financial results of theCompany are published in leading newspapers as mentioned under the heading "Means ofCommunication" of the Corporate Governance Report and also displayed on the websiteof the Company. The results are separately circulated to the shareholders.

C. Modified Opinion (s) in audit report : The auditor has given unqualified report forthe financial year ended 31st March 2016 D. Separate post of Chairman and CEO: The Company does not have separate persons to the post of Chairman and Managing Director& CEO

E. Reporting of Internal Auditor: The Internal Auditor reports directly to the AuditCommittee. x) Plant Locations or any manufacturing division: Company doesn’thave any plant or manufacturing division.

Acknowledgement

Your Directors place on record their appreciation for employees at all levels who havecontributed to the growth and performance of your Company. Your Directors also thank thePromoters Govt. of India Regulatory Authorities Central Electricity Authority clientsvendors bankers shareholders and advisors of the Company for their continued support.Your Directors also thank the Central and State Governments and other statutoryauthorities for their continued support.

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

Sd/-

Deepak Amitabh

(Chairman & Managing Director)

DIN: 01061535

Date : 11th August 2016

Place : New Delhi