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PTC India Ltd.

BSE: 532524 Sector: Others
NSE: PTC ISIN Code: INE877F01012
BSE 00:00 | 12 Apr 82.95 -8.15
(-8.95%)
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NSE 00:00 | 12 Apr 83.05 -7.70
(-8.48%)
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OPEN 86.30
PREVIOUS CLOSE 91.10
VOLUME 358490
52-Week high 91.80
52-Week low 32.85
P/E 5.96
Mkt Cap.(Rs cr) 2,455
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 86.30
CLOSE 91.10
VOLUME 358490
52-Week high 91.80
52-Week low 32.85
P/E 5.96
Mkt Cap.(Rs cr) 2,455
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 audited financial Statements of theCompany and its the business and operations of your Company (‘the Company Rs or‘PTC India Limited/ PTC') along with the subsidiaries for the financial year endedMarch 31 2020.

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

Consolidated

31/03/2020 31/03/2019 31/03/2020 31/03/2019
Total Income 16488.30 13627.29 18123.57 15285.25
Profit / (Loss) before Interest Depreciation & Tax (PBITDA) excluding OCI & after minority interest) 480.42 543.54 1845.05 2081.26
Finance Charges 55.04 143.03 1155.29 1239.95
Depreciation 2.85 3.03 100.47 97.08
Provision for Income Tax (including for earlier years) 102.42 135.16 183.23 254.48
Net Profit / (Loss) after tax (after minority interest) 320.11 262.32 406.06 489.75
Profit / (Loss) brought forward from previous year 891.13 844.72 1194.07 1010.37
Amount transferred to General Reserve 96.21 74.89 96.21 74.89
Dividend paid (including dividend tax) 135.87 141.02 142.73 142.74
Transferred to special reserve - - - -
Transfer to impairment reserve 37.49
Transferred to Statutory reserve - - 14.30 23.93
Re-measurement of post-employment benefit obligations net of tax - - 0.16 0.02
Profit / (Loss) carried to Balance Sheet 979.16 891.13 1270.73 1194.07
Other comprehensive income /(Loss) (after minority interest) 0.58 (12.67) (1.02) (34.53)
Total comprehensive income (after minority interest) 320.69 249.65 366.53 390.75

Note: The above statements and the financial figures given under the head‘Financial Results Rs 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 6% this year at 66332 MUs as against 62491 MUsduring the previous year. With a turnover of Rs 16488.30 Crores (including other income)for the year 2019-20 as against Rs 13627.29 Crores (including other income) in theFinancial Year 2018-19 your Company has earned a Profit After Tax of Rs 320.11 Crores asagainst Rs 262.32 Crores in the previous year.

Your Company has two subsidiaries namely PTC India Financial Services Limited (PFS)and PTC Energy Limited (PEL). The consolidated turnover (including other income) of thegroup is Rs 18123.57 Crores for the Financial Year 2019-20 as against Rs 15285.25 Crores(including other income) for the Financial Year 2018-19. The consolidated Profit after Taxof the group is Rs 406.06 Crores for the Financial Year 2019-20 as against Rs 489.75Crores for the Financial Year 2018-19.

CONSOLIDATED FINANCIAL STATEMENTS

The Company adopted Indian Accounting Standard (Ind-AS) from April 1 2016 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 96.21 Crores has been transferred toGeneral Reserves during the Financial Year and total reserves and surplus of the Companyare Rs 3217.18 Crores (including securities premium) as on 31st March 2020.

DIVIDEND

The Board of Directors of your Company is pleased to recommend for your considerationand approval a dividend @ 55% for the Financial Year 2019-20 i.e. Rs 5.50 per equityshare of Rs 10 each. The dividend if approved at the ensuing Annual General Meeting(AGM) will result in a cash outflow of Rs 162.80 Crores.

PTC India

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 2020 net worth of your Company was Rs 3513.19 Crores as compared toRs 3328.37 Crores for the previous Financial Year thereby registering a growth of 6 %.

EPS of the Company for the year ended 31st March 2020 stands at Rs 10.81 in comparisonto Rs 8.86 for the Financial Year ended 31st March 2019.

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

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred from the end of the Financial Year of the Company to whichthe financial statement relates i.e. 31st March 2020 till the date of this report.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There is no change in the nature of business of your Company during the year 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 2020 PTC has an Authorized Share Capital of Rs 7500000000 andpaid-up share capital of Rs 2960083210 divided into 296008321 equity shares of Rs 10each. The equity shares of your Company are listed on the ‘BSE Limited Rs (BSE) and‘National Stock Exchange of India Ltd. Rs (NSE). The promoters i.e. NTPC Ltd. (NTPC)Power Grid Corporation of India Ltd. (POWERGRID) Power Finance Corporation Ltd. (PFC) andNHPC Ltd. (NHPC) individually hold 4.05% each or 16.20% collectively of the paid-up andsubscribed equity share capital of your Company and the balance of 83.80% of the paid-upand subscribed equity share capital of your Company is held by Power Sector EntitiesFinancial Institutions Life Insurance Corporation of India other Insurance CompaniesBanking Institutions Corporations Investment Companies Foreign Institutional InvestorsPrivate Utilities and others including public at large.

HOLDING SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

Pursuant to sub-section (3) of section 129 of the Companies Act 2013 (“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 thebusiness of the subsidiaries and no company other than the specified ones under AOC-1 hasceased to be/became Subsidiary/ Associate of the Company.

Holding Company

The Company does not have any holding company.

Subsidiary Companies

PTC India Financial Services Limited

PTC India Financial Services Limited (PFS) is a subsidiary of your Company wherein PTCholds a 64.99% stake and invested Rs 754.77 Crores. PFS is listed on NSE & BSE and hasbeen classified as an Infrastructure Finance Company

(IFC) by the Reserve Bank of India. PFS recorded revenue of Rs 1369.71 Crores during FY20 which is up by 2.48% as compared to last year's revenue of Rs 1336.51 Crores. Interestincome for the FY20 has increased to Rs 1324.26 Crores as against previous year's Rs1285.17 Crores. The profit before tax and profit after tax for FY20 stood at Rs 172.04Crores and Rs 110.00 Crores respectively. Earnings per share for FY20 stood at Rs 1.71 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 Rs 304.63 Croresduring FY 20 as compared to last year's revenue of Rs 331.47 Crores. The profit before taxand profit after tax for FY20 stood at Rs 28.15 Crores and Rs 9.39 Crores respectively.

The Policy for Determining Material Subsidiaries as approved by the Board is availableon the company's website at the link: https: //p tcindia. com/wp -content/uploads/2019/07/Policy-on-Determining-Material-Subsidiaries.pdf

Investment in other companies (Amount released up to 31st March 2020)

• 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 of Rs149.97 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 4 39 62777 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 31/03/2020 the Company has carried out fair valuation of investment in TULand the same stood as Rs 191.57 Crores as against Rs 190.85 Crores of previous year.

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

• Your Company has made an equity investment of Rs 12.50 Crores during the FY20 ina 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 subject to theregulatory approvals.

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.

The Policy on Materiality of Related Party Transactions and Dealing with Related PartyTransactions as approved by the Board is available on the company's website at the linkhttps://ptcindia.com/wp-content/uploads/2019/07/Policy-on-materiality-of-Related-Party-Transactions-and-also-on-dealing-with-Related-Party-Transactions.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of clause (c) of sub-section (3) of Section 134 of 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 2020 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 2020 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. Grant Thornton for the above purpose.

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

The full details are available in the Corporate Governance section of the Report. Asper the provisions of the Companies Act Shri Ajit Kumar Director would retire byrotation at the ensuing Annual General Meeting and being eligible have offered himself forre-appointment. The Board recommends their re-appointment.

DETAILS OF BOARD MEETINGS

The details of Board meetings are mentioned in Corporate Governance Report as annexedwith this report. The intervening gap between any two meetings was within the periodprescribed 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 2020 the Board had all Statutory Committees i.e. the Audit Committeethe Nomination & Remuneration Committee the Corporate Social ResponsibilityCommittee the Stakeholders Relationship Committee and other Committees of Group ofDirectors formed from time to time for specific purposes. The full details are availablein 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 within a period ofone (1) year from the date of inclusion of their names in the data bank. 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.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Familiarization Programme Module for Independent Directors is put up on the websiteof the Company at the link: https://ptcindia.com/wp-content/uploads/2019/07/FAMILIARISATION-PROGRAMME-MODULE.pdf

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.

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 Independent Directors had a separate meeting held on 30/10/2019. No Directors otherthan Independent Directors had attended this meeting. Independent Directors discussedinter-alia the performance of Non-Independent Directors and Board as a whole and theperformance of the Chairman of the Company after taking into consideration the views ofExecutive 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.

The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company believes in the conduct of the affairs of its constituents in a fair 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 link https://ptcindia.com/wp-content/uploads/2019/07/Whistle-Blower-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen PTC India Limited (PTC) is committed to ensure 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.

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 2020 the composition of the CSR Committee consists of Smt. BhartiPrasad Independent Director Shri Devendra Swaroop Saksena Independent Director ShriRamesh Narain Misra Independent Director and Shri Deepak Amitabh CMD.

The CSR Policy is available at the link: https://ptcindia.com/wp-content/ up lo ads/2019/0 7/co rp or ate - s ocial - re sp onsibility-p olicy. p df and the policy isannexed with this report at Annexure 3.

Further the Annual Report on CSR Activities/ Initiatives is annexed with this reportat Annexure 4.

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 (Standalone) provided in this AnnualReport.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act 2013 (‘the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return inForm MGT-9 is Annexed with this report at Annexure 5.

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 for a period of fiveyears till conclusion of 22nd Annual General Meeting of the Company subject to the annualratification in every Annual General Meeting. Now as per the Companies (Amendment) Act2017 the provisions of ratification of appointment of Statutory Auditors have been doneaway with and there is no requirement of ratification till the expiry of the term of theStatutory Auditors.

The Statutory Auditors have audited the Accounts of the Company for the financial yearended 31st March 2020 and the same is being placed before members at the ensuing AnnualGeneral Meeting for their approval.

The Auditors Rs Report for FY 2019-20 does not contain any qualification reservationor adverse remark. The Auditors Rs Report is enclosed with the financial statements inthis Annual Report.

During the period under review no incident of fraud was reported by the StatutoryAuditors pursuant to Section143(12) of the Companies Act 2013.

INTERNAL AUDITORS

M/s. Ravi Rajan & Co. the existing Internal Auditors has been appointed as theInternal Auditor for FY 2020-21. Reports for the year were submitted to the AuditCommittee & 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 2019-20.

The Secretarial Audit Report for FY 2019-20 does not contain any qualificationreservation or adverse remark The Secretarial Audit Report is annexed to the Board'sReport at Annexure 6.

Further the Secretarial Audit Report of PTC Energy Limited material subsidiary isannexed to Board's report at Annexure 7.

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 theoorganization. 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 thisfinancial year 2019-20 PTC as an Aggregator has successfully implemented the PilotScheme-I for Medium Term Procurement introduced by Ministry of Power and the entire 1900MW of Agreements are operationalized under the Scheme and power supply has commenced tothe respective Distribution utilities (Discoms) as per the Agreements. 1050 MW inter-statetrading of Pilot 1 wind energy portfolio of PTC power purchase/sale agreements (PPA/PSA)has been executed and approved by State Electricity Regulatory Commission (SERC). PTC hasbeen appointed as an aggregator for the 2500 MW Pilot Scheme- II. In this financial yearthe company has maintained its leadership position in the industry by registering growthin trading volumes w.r.t. previous year despite several changes in the market. Volumes ofthe Company have grown by maintaining continuous interactions with customers providinginnovative solutions and managing the key power portfolios of some states. Your Companyremains the front runner in the power trading market.

PTC achieved the highest trading volume of 66322 MUs during 2019-20 against theprevious year's volume of 62491 MUs with an annualized growth of around 6 %. PTC achievedshort-term trading volume of 29353 MUs (Previous year 34651 MUs) during 2019-20..Further PTC has achieved long & medium- term trading volumes 36966 MUs (Perviousyear 27825 MUs) during 201920 with a growth of around 32.85 % over the previous year. PTCmanaged to retain its leadership position in terms of the overall trading volumes in thepower trading market.

PTC's volume on power exchanges during 2019-20 reached 22618 MUs against the previousyear figure of 21373 MUs which has seen an increase of around 5.83 % 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

(A) COMMISSIONED PROJECTS

i. Power Projects commissioned before FY 2019-20: The existing Long-termarrangements where power supply commenced before FY 2019-20: 4701 MW;

ii. Power Projects commissioned during FY 2019-20: The Longterm arrangementswhere power supply commenced during FY 201920: 371 MW;

iii. Power Projects expected to be commissioned in FY 2020-21:

Pipeline of projects with long term arrangements which would be commence power supplyin FY 2020-21: 250 MW.

(B) POWER PURCHASE AGREEMENTS

PTC has in its portfolio Long-term Power Purchase Agreements (PPAs) with the generatorsfor a cumulative capacity of about 9953 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.

(C) AGREEMENTS FOR SALE OF POWER

PTC has been selected as an aggregator by the PFC Consulting (Nodal Agency) under the2500 MW Pilot Scheme-II of Central Government for procurement of power by DistributionLicensees (Discoms) from coal based thermal power plants for a period of three (3) yearsunder Medium- term. Subsequently Nodal Agency had conducted the competitive biddingprocess under the Pilot Scheme-II on 07.02.2020 and twelve generators for the entire 2500MW capacity have been declared as successful bidders. PTC as an aggregator would sign theAgreements for Procurement of Power with successful bidders and back to back Power SupplyAgreements with the Distribution Licensees and commencement of power supply is likelyduring the FY 2020-21.

PTC has executed PPAs with Generators and PSAs with the Distribution Utilities for atotal quantum of 1900 MW under the Medium-term Pilot Scheme-I of the Central Governmentand wherein power supply for the entire 1900 MW has commenced in FY 2019-20.

PTC has also executed the PPAs with Generators and PSAs with seven DistributionUtilities in FY 2017-18 for a total quantum of 1049.9 MW under the Ministry of NewRenewable Energy scheme for 1000 MW ISTS connected wind power projects. Under the schemea total capacity of 1000 MW has been commissioned and supply started in FY 2019-20 and thebalance 50 MW capacity is expected to be commissioned in FY 2020-21.

CROSS BORDER POWER TRADE

Cross-border trade with Bhutan witnessed a volume of 5937.711 MUs for FY 2019-20. AlsoTrade with Nepal witnessed a volume of 126.941 MUs.

Government of India has designated PTC as the nodal agency for import of power from the720 MW Mangdechhu Hydroelectric Project located in Bhutan.

Mangdechhu HEP got commissioned in FY 2019-20. PTC has signed a Power PurchaseAgreement (PPA) for purchase of 720 MW power from Mangdechhu HEP for a period of 35 years.The PPA was signed in Thimphu on 15th August 2019 by Shri Deepak Amitabh CMD PTC andDasho Chhewang Rinzin MD Druk Green Power Corporation Limited (DGPC) in the presence ofShri Loknath Sharma Hon'ble Minister of Economic Affairs Royal Government of Bhutan(RGoB) and other dignitaries from the Indian Embassy and RGoB. Hon'ble Prime Minister ofIndia inaugurated the Mangdechhu HEP on 17 th August 2019 and the PPA signed between PTCand DGPC was exchanged between the Ambassadors of the two countries in the august presenceof both the Hon'ble PMs. MoP GoI has allocated power from the project to the states ofAssam Bihar Orissa and West Bengal. Accordingly Power Sale Agreements were signedbetween PTC and the Beneficiary states on 30th August 2019 in Kolkata.

PTC has supplied a total of 965.624 MUs in FY 2019-20 to BPDB under both Medium-termcontract and Long-term contract for 200 MW capacity. Crossborder transactions remain avital part of our portfolio and we expect an increase in volumes in the next year also.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year the total foreign exchange used was Rs 2.04 Crores (Exp.) and thetotal foreign exchange earned was Rs 486.62 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 Rs Report at Annexure8.

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 19-20.

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 1466954/- which wereunclaimed for seven years or more and lying in ‘unpaid/ unclaimed dividend A/c Rs forsuch period to IEPF account. Further 13222 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.

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 2020 (Chairman & Managing Director)
Place: New Delhi. DIN: 01061535

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