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PTC India Ltd.

BSE: 532524 Sector: Others
NSE: PTC ISIN Code: INE877F01012
BSE 00:00 | 17 Feb 50.95 -0.75
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NSE 00:00 | 17 Feb 50.95 -0.70
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OPEN 53.00
PREVIOUS CLOSE 51.70
VOLUME 50016
52-Week high 84.55
52-Week low 50.85
P/E 4.87
Mkt Cap.(Rs cr) 1,508
Buy Price 50.85
Buy Qty 572.00
Sell Price 52.00
Sell Qty 4.00
OPEN 53.00
CLOSE 51.70
VOLUME 50016
52-Week high 84.55
52-Week low 50.85
P/E 4.87
Mkt Cap.(Rs cr) 1,508
Buy Price 50.85
Buy Qty 572.00
Sell Price 52.00
Sell Qty 4.00

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 2019.

FINANCIAL PERFORMANCE

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

(र in crore)

Particulars

Financial Year Ended

Standalone

Consolidated

31/03/2019 31/03/2018 31/03/2019 31/03/2018*
Total Income 13627.29 11518.49 15285.25 12913.12
Profit / (Loss) before Interest Depreciation & Tax (EBITDA) excluding OCI & after minority interest) 543.54 564.90 2081.26 1298.86
Finance Charges 143.03 117.28 1239.95 943.77
Depreciation 3.03 2.85 97.08 97.44
"Provision for Income Tax (including for earlier years)" 135.16 125.57 254.48 92.80
Net Profit/(Loss) after tax (after minority interest) 262.32 319.20 489.75 164.85
Profit/(loss) brought forward from previous year 844.72 691.35 1010.37 1033.66
Amount transferred to General Reserve 74.89 71.70 74.89 71.70
Dividend paid (including dividend tax) 141.02 94.13 142.74 106.88
Transferred to special reserve 41.35
Transferred to Statutory reserve 23.93 3.21
Re-measurement of post-employment benefit obligation net of tax 0.02 0.10
Profit/(loss) carried to Balance Sheet 891.13 844.72 1194.07 1010.37
Other comprehensive income (after minority interest) (12.67) (80.21) (34.53) (158.65)
Total comprehensive income 249.65 238.99 390.75 41.30

Previous year figures have been regrouped/rearranged wherever necessary.

^Restated (Refer Note No. 55 of Consolidated Financial Statements for the financialyear ended on March 31 2019)

RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

The trading volumes were higher by 10% this year at 62491 MUs as against 57018 MUsduring the previous year. With a turnover of र 13627.29 Crores (including other income)for the year 2018-19 as against र 11518.49 Crores (including other income) in theFinancial Year 2017-18 your Company has earned a Profit After Tax of र 262.32 Crores asagainst र 319.20 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 of the group is र 15285.25Crores for the Financial Year 2018-19 as against र 12913.12 Crores for the FinancialYear 2017-18. The consolidated Profit after Tax of the Group is र 489.75 Crores for theFinancial Year 2018-19 as against र 164.85 Crores for the Financial Year 2017-18.

RESERVES

Out of the profits of the Company a sum of र 74.89 Crores has been transferred toGeneral Reserves during the Financial Year and total reserves and surplus of the Companyare र 3032.36 Crores (including securities premium) as on 31st March 2019.

DIVIDEND

The Board of Directors of your Company are pleased to recommend for your considerationand approval a dividend @ 40% for the Financial Year 2018-19

i.e. Rs 4 per equity share of र 10 each. The dividend if approved at ensuing AnnualGeneral Meeting will absorb र 142.74 Crores including Dividend Distribution Taxamounting to र 24.34 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 record date.

NET WORTH AND EARNINGS PER SHARE (EPS)

As on 31st March 2019 net worth of your Company aggregates to र 3328.37Crores as compared to र 3219.74 Crores for the previous Financial Year therebyregistering a growth of 3.37 %.

EPS of the Company for the year ended 31st March 2019 stands at र 8.86 incomparison to र 10.78 for the Financial Year ended 31st March 2018.

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 2019 till the date of thisreport.

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 2019 PTC has Authorized Share Capital of र 750 0000000 and paid-up share capital of र 2960083210/- divided into 296008321 equityshares of र10 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 .

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 64.99% stake and invested र 754.77 crore. PFS is listed on NSE & BSE and hasbeen classified as Infrastructure Finance Company (IFC) by the Reserve Bank of India. PFSrecorded revenue of र 1336.51 Crores during FY 19 which is up by 12.77% as compared tolast year's revenue of Rs 1185.16 Crores. Interest income for the FY19 has increased toर 1285.17 Crores as against previous year's र 1125.45 Crores. The profit before taxand profit after tax for FY19 stood at Rs 281.00 Crores and र184.14 Crores respectively.Earnings per share for FY19 stood at र 2.87 per share.

PTC Energy Limited (PEL)

PEL is a wholly owned subsidiary of your Company wherein PTC holds 100% stake and hasinvested र 654.11 Crores. PEL has recorded revenue from operations of र 331.47 Croresduring FY 19 as compared to last year's revenue of Rs 276.22 Crores. The profit before taxand profit after tax for FY19 stood at Rs 74.08 Crores and र 51.62 Crores respectively.

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.

Investment in other companies

• Your Company has invested र 150 Crores in Athena Energy Ventures

Private Limited (AEVPL). Since the projects of this Investee Company could not becommissioned in time and considering other related factors and fair value PTC has made areduction of र 149.97 Crores towards the investment (Reduction of र 32.55 Crores र98.87 Crores and र 18.55 Crores towards this investment was made during FY 2016-17 FY2017-18 and FY 2018-19 respectively).

• Your Company had made an investment of र 37.55 Crores in Krishna GodavariPower Utilities Limited. However due to slow progress and other issues provision wasmade for entire amount of र 37.55 Crores during FY 2015-16.

• Teesta Urja Limited (TUL) has been implementing a project of 1200 MW Teesta IIIHydro Electric Project and the company invested a sum of र 224.33 Crores in equity ofTUL. Majority stake of TUL is held by Govt. of Sikkim (GoS) and the shareholding of PTC inTUL is 6.89%. As on 31/03/2019 the company has carried out fair valuation of investmentin TUL and same stood as र 190.85 Crores as against र 184.55 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 approx. र 4 Crores.

• Your Company has made an equity investment of र 12.50 Crores on 03.052019 in anew entity with other equity partners i.e. BSE and ICICI for development of new PowerExchange subject to the regulatory 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://www.ptcindia.com/files/statutory_info/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 2019 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 2019 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.

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 and therelevant rules issued thereunder read with the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (‘SEBI (LODR) Regulations 2015') and the otheraccounting principles generally accepted in India. The Consolidated Financial Statementsform part of the Annual Report.

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

APPOINTMENT/ RE-APPOINTMENT OF DIRECTORS AND RESIGNATIONS/COMPLETION OF TENURES BY THEDIRECTORS

As per the provisions of the Companies Act Shri M. K. Mittal Director would retire byrotation at the ensuing Annual General Meeting and being eligible has offered himself forre-appointment. The Board recommends his re-appointment.

DETAILS OF BOARD MEETINGS

The Board met nine (9) times during the financial year ended on March 31 2019. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(hereinafter referred to as "Listing Regulations").

For further details of meeting of the Board please refer to the Corporate GovernanceReport which is a part of this Report.

COMMITTEES OF THE BOARD

As on March 31 2019 the Board had all Statutory Committees i.e. the Audit Committeethe Nomination & Remuneration Committee the Corporate Social ResponsibilityCommittee the Stakeholder's Relationship Committee and other Committees or Group ofDirectors formed from time to time for specific purpose. The details pertaining to allcommittees are including in Corporate Governance Report which is a part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the ListingRegulation.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Familiarization Programme Module for Independent Directors is put up on the websiteof the Company at the link: http://ptcindia.com/statutory_information/FAMILIARISATION-PROGRAMME-MODULE.pdf.

Meetings of the Board plese refer to the Corporate Governance Report which is a partof this Report.

BOARD EVALUATION

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 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.

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 available at the linkhttp://www.ptcindia.com/files/statutory-info/policy-on-Nomination-and-Remunation-&-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 Companies Act 2013 & ListingRegulations the Company has established a mechanism under its Whistle Blower Policy foremployees to report to the management 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 complaints were received by the Boardor Audit Committee.

The whistle blower policy of the Company is available at the link http://www.ptcindia.com/common/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 2019 the composition of the CSR Committee consists of Smt. BhartiPrasad Independent Director Shri Devendra Swaroop Saksena Independent Director ShriChinmoy Gangopadhyay Non- Executive Director and Shri Deepak Amitabh ExecutiveDirector.

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

Further the report on CSR Activities/ Initiatives is annexed with this report atAnnexure 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 Group Chief Risk Officer (CRO).

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 3.

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 periodof five years till conclusion of 22nd Annual General Meeting of the Companysubject to the annual ratification in every Annual General Meeting. Now as per theCompanies (Amendment) Act 2017 the provisions of ratification of appointment ofStatutory Auditor have been done away with and there is no requirement of ratificationtill the expiry of the term of the Statutory Auditor.

The Statutory Auditors have audited the Accounts of the Company for the financial yearended 31st March 2019 and the same is being placed before members at theensuing Annual General Meeting for their approval.

The Auditors' Report for FY 2018-19 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 Section143(12) of the Companies Act 2013.

INTERNAL AUDITORS

M/s. GSA Associates & Co. Chartered Accountants New Delhi were appointed asInternal Auditors of the Company for the Financial Year 2018-19 and their reports for theyear were submitted to the Audit Committee & Board.

Further M/s. Ravi Rajan & Co. has been appointed as Internal Auditor for FY2019-20.

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 2018-19.

The Secretarial Audit Report for FY 2018-19 does not contain any qualificationreservation or adverse remark except that the composition of Board was not in line withSEBI regulations for part of the year for which required file was deposited with the StockExchanges. The Secretarial Audit Report is annexed to the Board's Report at Annexure 4.

Further the Secretarial Audit Report of PTC Energy Limited material subsidiary isannexed to Board's report at Annexure 5.

Your Board hereby affirms that it gives immense importance to the Corporate Governancenorms issued by the SEBI in the Listing Regulations 2015 and also always endeavor toachieve the highest standard of Governance in the Company. PTC India has complied with allthe provisions of Corporate Governance norms except the composition of the Board ofDirector was not in line with the SEBI regulations for part of the year i.e. number ofIndependent Directors were less compared to non-Independent Directors. The Company was inprocess of appointing new IDs who have requisite experience of the business of the Companyand same has taken some time however the required numbers of IDs were appointed duringthe FY 2018-19

HUMAN RESOURCES

In any service enterprise employees form the core of an organization. Your companyrecognizes the vitality of this stakeholder. A significant portion of management focus isinvested in engaging developing and on retention of employees. Your company alsomaintained gender diversity in the Organisation. The employee engagement platform is beingframed on the objective of inclusiveness. The company encourages participation ofemployees in social activities and to provide healthy work environment wherein everyemployee can develop his/her own strength and deliver expertise to achieve the overallobjective of the Organisation.

Industrial relations -Your company has always maintained healthy cordial andharmonious industrial relations at all levels.

CORPORATE GOVERNANCE

A separate report on corporate governance along with a certificate from the PracticingCompany Secretary in practice regarding the compliance of conditions of corporategovernance norms as stipulated under SEBI (LODR) Regulations 2015 is annexed and formspart 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 2018-19 PTC as Aggregator has successfully implemented the Pilot Schemefor Medium Term Procurement introduced by Ministry of Power by signing andoperationalizing the PPAs of 1900 MW between the stressed Thermal Power Plants and theDistribution Licensees. Further continuing the past two years growth trend the annualgrowth rate in Renewable energy (i.e. Wind Solar etc.) generation this Financial Year2018-19 also has been estimated to be 17.26% and 4.85% for conventional energy from lastyear 2017-18. Growth in total generation has been increased by 5.78%. In this financialyear the company has maintained its leadership position in the industry by registeringsubstantial growth in trading volume w.r.t. previous year despite several changes in themarket dynamics. Volumes of the company have grown by maintaining the continuousinteraction with customers providing innovative solutions and managing the key powerportfolio of some states. Your Company remains the front runner in the power tradingmarket.

PTC achieved the highest trading volume of 62491 MUs during 2018-19 against theprevious year's figure of 57018 MUs with an annualized growth of around 10% over theprevious year. PTC achieved Short term trading volume of 13278 MUs (Previous year 10583MUs) during 2018-19 with a growth of 25% over the previous year. Further PTC has achievedLong & Medium term trading volume 23743 MUs (Pervious year 21361 MUs) during 2018-19with a growth of 11% over the previous year. PTC managed to retain its top position withthe overall trading volumes considering overall trading business.

PTC's volume on power exchanges during 2018-19 reached 21373 MUs against the previousyear figure of 20351 MUs which has seen an increase of 5% over the previous year.

PTC had sustained its presence in the portfolio management of power business for theUtilities segment as it maintained agreement with Government of Himachal Pradesh NewDelhi Municipal Council Jammu & Kashmir State Power Development Corporation Limitedand Punjab State Power Corporation Limited.

The arrangements mandate PTC for sale/purchase of power for the respective utilitiesunder bilateral power exchanges and banking arrangements.

Long Term Agreements for Purchase of power

(A) Commissioned Projects

i. Power Projects commissioned before FY 2018-19: The existing LongTerm arrangementswhere power supply commenced before FY 2018-19: 3566 MW

ii. Power Projects commissioned during FY 2018-19: The Long-term arrangements wherepower supply commenced during FY 2018-19: 1135 MW

iii. Power Projects expected to be commissioned in FY 2019-20: Pipeline of projectswith long term arrangements which would commence power supply in FY 2019-20: 621 MW.

(B) Power Purchase Agreements

PTC has in its portfolio long term Power Purchase Agreements (PPAs) with the generatorsfor a cumulative capacity of about 9583 MW for further sale of power to Discoms whichincludes Cross-Border power trade. The projects are based on domestic coal imported coalgas hydro and renewable energy resources.

(C) Agreements for Sale of Power

PTC has been appointed as Aggregator and PFC Consulting has been appointed Nodal Agencyunder the Guidelines for Procurement for power under Pilot Scheme for medium term issuedby Ministry of Power in April 2018 to facilitate procurement of 2500 MW for 3 years fromgenerating companies having commissioned coal based power plants. The Nodal Agency hasconducted the competitive bidding process under the Pilot Scheme and seven generators withtotal 1900 MW capacity has been declared as successful bidders. PTC as an Aggregator hassuccessfully signed Agreements for Procurement of Power with successful bidders for entire1900 MW and back to back Power Supply Agreements with the Distribution Licensees. Powersupply for 1150 MW capacity under the scheme has also started and remaining power supplyis expected to start in FY 19-20.

Earlier PTC has executed the PPAs with Generators and PSA with seven DistributionUtilities in FY 2017-18 for total quantum of 1049.9 MW under the Ministry of New RenewableEnergy scheme for 1000 MW ISTS connected wind power projects. Under the scheme total 629MW capacity has been commissioned and supply started in FY 2018-19 and balance 420.9 MWcapacity is expected to be commissioned in FY 2019-20.

CROSS BORDER POWER TRADE

Cross-border trade with Bhutan witnessed 4082 MUs for FY 2018-19. Also Trade withNepal witnessed 65.17 MUs.

Government of India has designated PTC as the nodal agency for import of power from 720MW Mangdechhu Hydroelectric Project located in Bhutan. Power from the project has beenalready allocated to the beneficiaries in Eastern and North-Eastern Region and the Projectis expected to be commissioned in FY 2019-20. PPA with Druk Green Power Corporation Ltd.of Bhutan and PSAs with the identified beneficiaries would be signed in FY 2019-20.

PTC has participated in the 500 MW long term and medium terms bids invited byBangladesh in FY 2017-18 wherein PTC has emerged as successful bidder for 200 MW capacityeach in both Long term and medium term bids. Both long term and medium PPAs have beensigned with Bangladesh Power Development Board in October 2018 and the PSAs with theSuppliers were also signed in October 2018. PTC has supplied total 1592 MUs in FY 201819to BPDB under the existing 250 MW contract as well as the new 200 MW medium term contract.Power supply under 200 MW long term contract is scheduled to start in FY 2019-20.

Cross-border transactions remain a vital part of our portfolio and we continue to seean 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 र 1.77 Crores (Exp.) and thetotal foreign exchange earned was र 871.67 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 6.

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 2018-19.

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 र1234993/-which wereunclaimed for seven years or more and lied in ‘unpaid/ unclaimed dividend A/c' forsuch period to IEPF account. Further 23203 equity shares in respect of which saidunclaimed dividend has been transferred to IEPF account have also been transferred to theIEPF account.

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.

iv) COMPLIANCE WITH SECRETARIAL STANDARD ON BOARD AND GENERAL MEETINGS

During the period under review the Company is generally complying with the SecretarialStandards 1 & 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 or otherwise.

^ Issue of shares (including sweat equity shares) to employees of the Company under anyscheme.

^ Neither Managing Director nor the Whole time Directors of the Company receive anyremuneration 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 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 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)
Place: New Delhi (Chairman & Managing Director)
Date: 7th August 2019 DIN : 01061535