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PTC India Ltd.

BSE: 532524 Sector: Others
NSE: PTC ISIN Code: INE877F01012
BSE 00:00 | 24 Jun 73.70 1.50
(2.08%)
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NSE 00:00 | 24 Jun 73.70
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OPEN

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73.95

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OPEN 73.60
PREVIOUS CLOSE 72.20
VOLUME 62084
52-Week high 144.45
52-Week low 70.25
P/E 5.93
Mkt Cap.(Rs cr) 2,182
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 73.60
CLOSE 72.20
VOLUME 62084
52-Week high 144.45
52-Week low 70.25
P/E 5.93
Mkt Cap.(Rs cr) 2,182
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

PTC India Ltd. (PTC) - Director Report

Company director report

Dear Members

The Board of Directors hereby submits the report of the business and operations of yourCompany (‘the Company' or ‘PTC India Limited/ PTC') along with the auditedfinancial Statements of the Company and its subsidiaries for the financial year endedMarch 31 2021.

FINANCIAL PERFORMANCE

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

Rs. in Crore

Particulars

Financial Year Ended

Standalone

Consoidated

31/03/2021 31/03/2020 31/03/2021 31/03/2020
Total Income 16992.03 16488.30 18373.66 18123.57
Profit/(Loss) before Interest Depreciation & Tax (PBITDA) excluding OCI & after minority interest) 596.17 480.42 1699.92 1845.05
Finance Charges 27.81 55.04 921.35 1155.29
Depreciation 2.79 2.85 100.01 100.47
Provision for Income Tax (including for earlier years) 155.32 102.42 220.94 183.23
Net Profit/(Loss) after tax (after minority interest) 410.25 320.11 457.62 406.06
Profit/(Loss) brought forward from previous year 979.16 891.13 1270.73 1194.07
Amount transferred to General Reserve 123.29 96.21 123.29 96.21
Dividend paid (including dividend tax) 222.01 135.87 222.01 142.73
Transferred to special reserve - - 30.87 -
Transfer to impairment reserve - - 45.03 37.49
Transferred to Statutory reserve - - 3.33 14.30
Re-measurement of post-employment benefit obligations net of tax - - (0.08) 0.16
Profit/(Loss) carried to Balance Sheet 1044.11 979.16 1294.94 1270.73
Other comprehensive income /(Loss) (after minority interest) 0.71 0.58 (3.55) (1.02)
Total comprehensive income (after minority interest) 410.96 320.69 445.11 366.53

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

RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

The trading volumes were higher by 21% this year at 80042 MUs as against 66332 MUsduring the previous year. With a turnover of Rs.16992.03 Crores for the year 2020-21 asagainst 16488.30 Crores (including other income) in the Financial Year 2019-20 yourCompany has earned a Profit after Tax of Rs.410.25 Crores as against Rs.320.11 Crores inthe previous year.

Your Company has two subsidiaries namely PTC India Financial Services Limited (PFS)and PTC Energy Limited (PEL). The consolidated turnover (including other income) of thegroup is Rs.18373.66 Crores for the Financial Year 2020-21 as against Rs.18123.57 Crores(including other income) for the Financial Year 2019-20. The consolidated Profit after Taxof the group is Rs.457.62 Crores for the Financial Year 2020-21 as against Rs.406.06Crores for the Financial Year 2019-20.

CONSOLIDATED FINANCIAL STATEMENTS

The Company adopted Indian Accounting Standard (Ind-AS) from April 12016 andaccordingly the Consolidated Financial Statements have been prepared in accordance withthe Accounting Standard notified under Section 133 of the Companies Act 2013 (‘Act')and the relevant rules issued thereunder read with the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (‘Listing Regulations') and the otheraccounting principles generally accepted in India. The Consolidated Financial Statementsform part of the Annual Report.

RESERVES

Out of the profits of the Company a sum of Rs.123.29 Crores has been transferred toGeneral Reserves during the Financial Year and total reserves and surplus of the Companyare Rs.3406.13 Crores (including securities premium) as on 31st March 2021.

DIVIDEND

During the year the Board of Directors of your Company in its meeting dated 09thNovember 2020 had declared 20% Interim Dividend i.e. Rs.2 per equity share of Rs.10 each.The Interim Dividend resulted in a cash outflow of Rs.59.20 Crores.

The Board of Directors of your Company are pleased to recommend for your considerationand approval a final dividend @ 55% for the Financial Year 2020-21 i.e. Rs.5.50 perequity share of Rs.10 each. The final dividend if approved at the ensuing Annual GeneralMeeting (AGM) will result in a cash outflow of Rs.168.20 Crores.

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 the record date.

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

As on 31st March 2021 net worth of your Company was Rs.3702.14 Crores ascompared to Rs.3513.19 Crores for the previous Financial Year thereby registering a growthof 5 %.

EPS of the Company for the year ended 31st March 2021 stands at Rs.13.86 incomparison to Rs.10.81 for the Financial Year ended 31st March 2020.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There have been following material changes and commitments affecting the financialposition of the Company which have occurred from the end of the Financial Year of theCompany to which the financial statement relates i.e. 31st March 2021 till thedate of this report.

The Company had executed Corporate Guarantee for Rs.100 Crore on 22.06.2021 in favourof working capital lenders of its subsidiary company i.e. PTC Energy Limited (PEL) for thepurpose of meeting additional working capital requirements of PEL.

The Company offered to sell its shares in Chenab Valley Power Projects Private Limitedto NHPC Ltd. at a value of Rs.4.19 Crore. NHPC Ltd. has paid the entire consideration ofRs.4.19 Crore on 25.05.2021 and necessary formalities are being completed for transferringthe shares.

CHANGE IN THE NATURE OF BUSINESS IF ANY

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

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 2021 PTC has an Authorized Share Capital ofRs.7500000000 and paid-up share capital of Rs.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 promoters i.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 ("theAct") the statement containing the salient features of the financial statement of acompany's subsidiaries associates and joint ventures given in Form AOC-1 is annexed tothis report at Annexure 1. There has been no material change in the nature of the businessof the subsidiaries and no company other than the specified ones under AOC-1 has ceased tobe/became Subsidiary/ Associate of the Company.

Holding Company

The Company does not have any holding company.

Subsidiary Companies

PTC India Financial Services Limited

PTC India Financial Services Limited (PFS) is a listed subsidiary of your Companywherein PTC holds a 64.99% stake and has invested Rs.754.77 Crores. PFS is listed on NSE& BSE and has been classified as an Infrastructure Finance Company (IFC) by theReserve Bank of India. PFS recorded total income of Rs.1139.45 Crores during FY 21 whichis down by 16.81% as compared to last year's revenue of Rs.1369.71 Crores. Interestincome for the FY21 has decreased to Rs.1105.25 Crores as against previous year'sRs.1324.26 Crores. The profit before tax and profit after tax for FY21 stood at Rs.93.42Crores and Rs.25.60 Crores respectively. Earnings per share for FY21 stood at Rs.0.40 pershare.

PTC Energy Limited (PEL)

PEL is a wholly owned subsidiary of your Company wherein PTC holds a 100% stake and hasinvested Rs.654.11 Crores. PEL has recorded revenue from operations of 267.43 Croresduring FY 21 as compared to last year's revenue of Rs.304.63 Crores. The profit/(loss)before tax and profit/(loss) after tax for FY21 stood at Rs.(11.55) Crores and Rs.(9.36)Crores respectively.

Investment in other companies (Amount released up to 31st March 2021)

• Your Company has invested Rs.150 Crores in Athena Energy Ventures PrivateLimited (AEVPL). Since the projects of this Investee Company could not be commissioned intime and considering other related factors and fair value PTC has made a reduction ofRs.149.97 Crores towards the investment.

• Your Company had made an investment of Rs.37.55 Crores in Krishna Godavari PowerUtilities Limited. However due to slow progress and other issues provision was made forentire amount of Rs.37.55 Crores during FY 2015-16.

• Teesta Urja Limited (TUL) has implemented a project of 1200 MW Teesta III HydroElectric Project and the company initially invested a sum of Rs.224.33 Crores in equity ofTUL. The Company had divested part of its long-term investment in TUL so that Govt. ofSikkim could acquire 51% against its present holding of 26%. This disinvestment had beenof 43962777 shares which reduced the shareholding of PTC to around 6.89%. Majoritystake of TUL is held by Govt. of Sikkim (GoS) and the shareholding of PTC in TUL is now6.89%. As on 31/03/2021 the Company has carried out fair valuation of investment in TULand the same stood as Rs.191.75 Crores as against Rs.191.57 Crores of previous year.

• Your Company had equity amounting to Rs.4.08 Crores (at cost) in M/s. ChenabValley Power Projects Private Limited (CVPPPL) which was offered to sell to NHPC Ltd. at avalue of Rs.4.19 Crore. NHPC Ltd. has paid the entire consideration of Rs.4.19 Crore on25.05.2021 and necessary formalities are being completed for transferring the shares.

• Your Company has made an equity investment of Rs.12.50 Crores during the FY 20in a new entity i.e. Pranurja Solutions Limited with other equity partners i.e. BSEInvestments Limited and ICICI Bank for development of a new Power Exchange. The companygot its permit from CERC on 12th May 2021. The company has appointed Mr.Akhilesh Awasthy as first Chief Operating Officer of the new power exchange. The exchangeis expected to be operational before 31st March 2022.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis and do not attract the provisions of Section 188 of the Companies Act 2013. Duringthe year the Company had not entered into any contract/ arrangement/ transaction withrelated parties which could be considered material in accordance with the policy of thecompany on materiality of related party transactions.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements 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 for the year ended March 31 2021 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

b. The Directors have 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 as at March 31 2021 and of the profit ofthe company for the year ended on that date;

c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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

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

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

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference 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.

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

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

During the Financial Year 2020-21 there were following changes in the composition ofBoard of Directors of the Company:

Sr. No. Name of Director Joining/Cessation Date of joining/ Cessation
1 Shri Ajit Kumar Re-appointment April 02 2020
2 Shri Anand Kumar Gupta Cessation August 01 2020
3 Shri Chandan Kumar Mondol Cessation January 18 2021
4 Shri Anil Kumar Gautam Appointment January 21 2021
5 Dr. Atmanand Cessation July 01 2020
6 Shri Mahesh Kumar Mittal Cessation October 01 2020
7 Shri Harjeet Singh Puri Appointment October 15 2020
8 Shri Naveen Bhushan Gupta Cessation July 01 2020
9 Smt. Parminder Chopra Appointment August 02 2020
10 Smt. Preeti Saran Appointment August 02 2020
11 Shri Rajeev Kumar Chauhan Cessation November 01 2020

 

Sr. No. Name of Director Joining/ Cessation Date of joining/ Cessation
12 Shri Vinod Kumar Singh Appointment November 09 2020
13 Ms. Sushama Nath Re-appointment December 20 2020
14 Ms. Bharti Prasad Cessation December 20 2020
15 Shri Ramesh Narain Misra Re-appointment July 01 2020
16 Shri K. V. Eapen Cessation May 4 2020
17 Shri Subhash S. Mundra Appointment July 01 2020

As per the provisions of the Companies Act Shri Mritunjay Kumar Narayan (DIN:03426753) Director would retire by rotation at the ensuing Annual General Meeting andbeing eligible has offered himself for re-appointment. The Board recommends hisre-appointment.

DETAILS OF BOARD MEETINGS

During the financial year ended 31st March 2021 the Board met six (6)times. The details of Board meetings are mentioned in Corporate Governance Report asannexed with this report. The intervening gap between any two meetings was within theperiod prescribed by the Act and Listing Regulations.

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

COMMITTEES OF THE BOARD

As on March 31 2021 the Board had all Statutory Committees i.e. the Audit Committeethe Nomination & Remuneration Committee the Corporate Social ResponsibilityCommittee the Stakeholders Relationship Committee Risk Management Committee and otherCommittees of Group of Directors formed from time to time for specific purposes. The fulldetails are available in the Corporate Governance Report.

AUDIT COMMITTEE

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

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director underSection 149(7) of the Act that he/she meets the criteria of independence laid down inSection 149(6) of the Act and Regulation 25 of the Listing Regulation. The IndependentDirectors have also confirmed that they have complied with the Company's code of conductfor Directors and Senior Management Personnel.

All the Independent Directors of the Company have registered themselves in the databank maintained with the Indian Institute of Corporate Affairs Manesar (‘IICA'). Interms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment &Qualification of Directors) Rules 2014 the Independent Directors are required toundertake online proficiency selfassessment test conducted by the IICA. The IndependentDirectors whosoever is required shall undertake the said proficiency test.

In the opinion of the Board all independent directors possess strong sense of integrityand having requisite experience qualification and expertise. For further details pleaserefer Corporate Governance report.

BOARD EVALUATION

The performance evaluation process and related tools are reviewed by the"Nomination & Remuneration Committee" on a need basis and the Committee 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 Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual directors which includes 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. On the basis of Policy for Performance Evaluation of IndependentDirectors a process of evaluation is being followed by the Board for its own performanceand that of its Committees and individual Directors.

The exercise was carried through a structured evaluation process covering variousaspects of the Board including committees and every Directors functioning such ascomposition of Board and committees experience and competencies performance of specificduties and obligations governance issues etc. A questionnaire formed key part of theevaluation process for reviewing the functioning and effectiveness of the Board.

Board members had submitted their response for evaluating the entire Board respectivecommittees of which they are members and of their peer Board members including Chairmanof the Board.

The evaluation process focused on various aspects of the Board and Committeesfunctioning such as structure composition quality board meeting practices and overallBoard effectiveness. The above criteria are based on the Guidance Note on Board Evaluationissued by the Securities and Exchange Board of India on January 5 2017.

The Independent Directors had a separate meeting held on 1st October 2020.No Directors other than Independent Directors had attended this meeting. IndependentDirectors discussed inter-alia the performance of Non-Independent Directors and Board as awhole and the performance of the Chairman of the Company after taking into considerationthe views of Executive and NonExecutive Directors.

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

OUTCOME OF EVALUATION PROCESS

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

REMUNERATION POLICY

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your 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 Act & Listing Regulationsthe Company has established a mechanism under its Whistle Blower Policy for employees toreport to the management instances of unethical behavior actual or suspected fraud orviolation of the Company's code of conduct or ethics policy. Whistleblowing is theconfidential disclosure by an individual of any concern encountered in the workplacerelating to a perceived wrongdoing. The policy has been framed to enforce controls so asto provide a system of detection reporting prevention and appropriate dealing of issuesrelating to fraud unethical behavior etc. The policy provides for adequate safeguardsagainst victimization of director(s)/employee(s) who avail of the mechanism and alsoprovides for direct access to the Chairman of the Audit Committee in exceptional cases.During the year under review no complaints were received by the Board or Audit Committee.

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

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen PTC India Limited (PTC) is committed to ensure itscontribution to the welfare of the communities in the society where it operates throughits various Corporate Social Responsibility ("CSR") initiatives.

The objective of PTC's CSR Policy is to consistently pursue the concept of integrateddevelopment of the society in an economically socially and environmentally sustainablemanner and at the same time recognize the interests of all its stakeholders. In order toaccomplish this objective professionally the Company has formed a Trust named the PTCFoundation Trust (PFT).

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

As on March 31 2021 the composition of the CSR Committee consists of Shri DevendraSwaroop Saksena Independent Director Shri Ramesh Narain Misra Independent DirectorShri Vinod Kumar Singh Nominee Director and Shri Deepak Amitabh CMD.

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

Further the Annual Report on CSR Activities/ Initiatives is annexed with this reportat Annexure 2.

RISK MANAGEMENT POLICY

Your Company has developed and implemented a risk management framework that includesthe identification 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.Shri Rajiv Malhotra is the Group Chief Risk Officer (CRO).

BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Regulations the Business Responsibility Reportdescribing the initiatives taken by the Company from environmental social and governanceperspective forms part of this Annual Report.

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.

ANNUAL RETURN

In accordance with the provisions of section 92(3) and 134 (3) (a) of the CompaniesAct 2013 the Annual Return is available at: https:/ /www.ptcindia.com/wpcontent/uploads/2021/08/Annual-Return.pdf

STATUTORY AUDITORS

M/s K.G. Somani & Co. Chartered Accountants were appointed as Statutory Auditorsof your Company in the 17th Annual General Meeting of the Company held on 28thSeptember 2016 for a period of five years till conclusion of 22nd AnnualGeneral Meeting of the Company and they will complete their term in AGM of 2021. Subjectto the approval of shareholders the Board has recommended the appointed of M/s. T.R.Chadha & Co. LLP as Statutory Auditors for 5 years. The Company has received letterfrom them to the effect that their appointment if made would be within the prescribedlimits under Section 141 of the Companies Act 2013 and that they are not disqualified forappointment and are eligible for appointment.

The Statutory Auditors have audited the Accounts of the Company for the financial yearended 31st March 2021 and the same is being placed before members at theensuing Annual General Meeting for their approval.

The Auditors' Report for FY 2020-21 does not contain any qualification reservation oradverse remark. The Auditors' Report is enclosed with the financial statements in thisAnnual Report.

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

INTERNAL AUDITORS

M/s. Ravi Rajan & Co. the existing Internal Auditors has been re-appointed as theInternal Auditor for three financial years upto FY 2023-24. Reports for the year weresubmitted to the Audit Committee & Board.

COST AUDITORS

Cost audit is not applicable to the Company.

SECRETARIAL AUDITORS

As required under Section 204 of the Companies Act 2013 and Rules made there underthe Board has appointed M/s. Agarwal S. Associates Practicing Company Secretaries assecretarial auditor of the Company for the financial year 2020-21.

The Secretarial Audit Report for FY 2020-21 does not contain any qualificationreservation or adverse remark except that the Board of Directors of the Company was notduly constituted from 20th Dec' 20 till 31st Mar 21 in terms of SEBILODR. The vacancy arose in the office of independent director on 20th Dec'20which was not filled within the statutory period of 3 months i.e up to 19thMar'21. One of the whole time director of the company attained the superannuation andretired on 7th April 2021 which made the composition of the Board ofDirectors of the Company in compliance with the terms of SEBI LODR w.e.f. 8thApril 2021. The Secretarial Audit Report is annexed to the Board's Report at Annexure 3.

Further the Secretarial Audit Report of PTC Energy Limited material subsidiary isannexed to Board's report at Annexure 4.

Your Board hereby affirms that it gives immense importance to the Corporate Governancenorms issued by the SEBI in the Listing Regulations and always endeavors to achieve thehighest standard of Governance in the Company. PTC India has complied with all theprovisions of Corporate Governance norms.

HUMAN RESOURCES

In any service industry employees form the core of an organization. The management ofyour organization understands the importance of its core resource and invests asignificant portion of its time in engaging developing and retention of employees. YourCompany is committed to and has always maintained gender diversity & equality in theorganization. The employee engagement platform is framed on the objective ofinclusiveness. The company encourages participation of employees in social activities andto provide healthy work environment wherein every employee can develop his/her ownstrengths and deliver expertise to achieve the overall objective of the organization.

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

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DOMESTIC POWER TRADING

Your Company has completed another significant year of its operations. In the previousfinancial year PTC has been selected as an aggregator for the 2500 MW Pilot Scheme-II.PTC as an aggregator would sign the Agreements for Procurement of Power with successfulbidders and back to back Power Supply Agreements with the Distribution Licensees in thecurrent financial year and power supply would also commence during the current financialyear. In this financial year the company has maintained its leadership position in theindustry by registering growth in trading volumes w.r.t. previous year despite severalchanges in the market. Volumes of the Company have grown by maintaining continuousinteractions with customers providing innovative solutions and managing the key powerportfolios of some states. Your Company remains the front runner in the power tradingmarket.

PTC has achieved the highest trading volume of 80042 MUs during 2020-21 against theprevious year's volume of 66332 MUs with an annualized growth of around 20.67%. PTC hasachieved short-term trading volume of 40070 MUs (Previous year 29353 MUs) during2020-21. Further PTC has achieved long & medium-term trading volumes of 39963 MUs(Pervious year 36966 MUs) during 2020-21 with a growth of around 8.11% over the previousyear. PTC managed to retain its leadership position in terms of the overall tradingvolumes in the power trading market.

PTC's volume on power exchanges during 2020-21 reached 34536 MUs against the previousyear figure of 22618 MUs which has seen an increase of around 52.69% over the previousyear.

PTC had sustained its presence in the portfolio management of power business for theutilities segment under various arrangements with Government of Himachal Pradesh NewDelhi Municipal Council Jammu & Kashmir State Power Development Corporation Limitedand other utilities. The arrangements mandate PTC for sale/purchase of power for therespective utilities under bilateral power exchanges and banking arrangements. PTC hasalso successfully ventured into the role of a holistic solution provider by assistingutilities in their day to day demand- supply assessment price forecasting marketassessment and optimizing the overall power portfolio of the state.

Long Term Agreements for Purchase of power

COMMISSIONED PROJECTS

i. Power Projects commissioned before FY 2020-21: The existing Long-term arrangementswhere power supply commenced before FY 2020-21: 5022 MW;

ii. Power Projects commissioned during FY 2020-21: The Long-term arrangements wherepower supply from the project commenced during FY 2020-21: 200 MW;

iii. Power Projects expected to be commissioned in FY 2021-22: Pipeline of projectswith long term arrangements which would be commence power supply in FY 2020-21:135 MW.

POWER PURCHASE AGREEMENTS

PTC has in its portfolio Long-term Power Purchase Agreements (PPAs) with the generatorsfor a cumulative capacity of about 9903 MW for further sale of power to Discoms whichincludes Cross-Border power trade and most of them are already tied-up. The projects arebased on domestic coal imported coal gas hydro and renewable energy resources.

AGREEMENTS FOR SALE OF POWER

In previous financial year PTC has been selected as an aggregator by the PFCConsulting (Nodal Agency) under the 2500 MW Pilot Scheme-II of Central Government forprocurement of power by Distribution Licensees (Discoms) from coal based thermal powerplants for a period of three (3) years under Medium-term. Subsequently Nodal Agency hadconducted the competitive bidding process under the Pilot Scheme-II on 07.02.2020 andtwelve generators for the entire 2500 MW capacity have been declared as successfulbidders. In the current financial year PTC as an aggregator would sign the Agreements forProcurement of Power with successful bidders and back to back Power Supply Agreements withthe Distribution Licensees and the power supply would also commence.

In the FY 2020-21 PTC has participated in the medium term tender for procurement of142 MW hydro power by New Delhi Municipal Council for a period of 3 years and PTC hasemerged as the successful bidder for the entire 142 MW quantum. It is expected that thePPA would be executed after the approval of regulatory commission and power supply undermedium term PPA would commence in FY 2021-22.

Current status of the Pilot Scheme I

The scheme got operational with a total quantum of 1900 MW being supplied from 7generators and tied up with 5 State Discoms. After completing three years of operationthe scheme will be in existence till Nov'21 to Dec'22 in phases.

CROSS BORDER POWER TRADE

Cross-border trade with Bhutan witnessed a volume of 8754 MUs for FY 2020-21 (previousyear 5938 MUs) an increase of around 47.42% over the previous year. Also Trade withNepal witnessed a volume of 170.53 MUs.

In the previous year PTC was designated as the Nodal Agency by Government of India forimport of power from 720 MW Mangdechhu Hydroelectric Project located in Bhutan and hadsigned the PPA with Druk Green Power Corporation Limited (DGPC) on 15th August2019. Subsequently the Power Sale Agreements were signed between PTC and the Beneficiarystates viz Assam Bihar Odisha and West Bengal on 30th August 2019. The entireproject got commissioned in August 2019 and the full 720 MW power has been supplied inthe current financial year.

PTC has supplied a total of 946.66 MUs in FY 2020-21 to BPDB under the Long-termcontract for 200 MW capacity.

Cross-border transactions remain a vital part of our portfolio and we expect anincrease in volumes in the next year also.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The particulars relating to conservation of energy technology absorption are notapplicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year the total foreign exchange used was Rs.1.92 Crores (Exp.) and thetotal foreign exchange earned was Rs.577.74 Crores.

PARTICULARS OF EMPLOYEES

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT2013

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

Internal Complaints Committee has been set up to redress complaints received regardingsexual harassment. All employees (permanent Contractual temporary trainees) are coveredunder this policy. The Company has not received any sexual harassment complaints duringthe year 2019-20/ 2020-21.

OTHER DISCLOSURES

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

No significant or material orders were passed during the year under review by theRegulators or Courts or Tribunals which impact the going concern status and Company'soperations in future.

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

Pursuant to the provisions of the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 the Company has already filed thenecessary form and uploaded the details of unpaid and unclaimed amounts lying with theCompany as on the date of last AGM with the Ministry of Corporate Affairs. During theperiod under review the Company has transferred dividend of Rs.1408949 which wereunclaimed for seven years or more and lying in ‘unpaid/ unclaimed dividend A/c' forsuch period to IEPF account. Further 13517 equity shares in respect of which saidunclaimed dividend has been transferred to IEPF account have also been transferred to theIEPF account.

iii) 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.

iv) COMPLIANCE WITH SECRETARIAL STANDARD ON BOARD AND GENERAL MEETINGS

During the period under review the Company has complied with the Secretarial Standards1 & 2 as issued by the Institute of Company Secretaries of India.

GENERAL

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

• Issue of equity shares with differential rights as to dividend voting orotherwise.

• Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme.

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

Your Directors further state that there are no specific disclosures required underdetails of difference between amount of the valuation done at the time of onetimesettlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof.

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

CAUTIONARY STATEMENT

Statements in this "Director's Report" & "Management Discussion andAnalysis" describing the Company's objectives projections estimates expectationsor predictions may be forward looking statements within the meaning of applicablesecurities laws and regulations. Actual results could differ materially from thoseexpressed or implied. Important factors that could make a difference to the Company'soperations including raw material/ fuel availability and its prices cyclical demand andpricing in the Company's principal markets changes in the Government regulations taxregimes economic developments within India and the Countries in which the Companyconducts business and other ancillary factors.

APPRECIATION AND ACKNOWLEDGEMENT

The directors take this opportunity to express their deep sense of gratitude to thePromoters Shareholders Central and State Governments and their departments RegulatorsCentral Electricity Authority banks and the local authorities for their continuedguidance and support.

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

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

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

For and on behalf of the Board
Sd/-
(Deepak Amitabh)
Date: 11th August 2021 (Chairman & Managing Director)
Place: New Delhi. DIN:01061535

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