On behalf of the Board of Directors it is our pleasure to present 15th(fifteenth) Annual Report together with the Audited Financial Statements of your Company("the Company" or "PTC India Financial Services Limited/ PFS") for thefinancial year ended 31st March 2021.
1. Financial Performance
The summarized financial results of your Company are given in the tablebelow.
(Rs. in millions)
| ||Standalone ||Consolidated |
| ||FY2020-21 ||FY2019-20 ||FY2020-21 ||FY2019-20 |
|Total Income ||11394.54 ||13697.10 ||11394.54 ||13697.10 |
|Profit/(loss) before Finance Charges Depreciation & Tax (EBITDA) ||8508.74 ||11268.26 ||8508.74 ||11268.26 |
|Finance Charges ||7515.02 ||9484.46 ||7515.02 ||9484.46 |
|Depreciation and Amortization ||59.54 ||63.42 ||59.54 ||63.42 |
|Tax Expense ||678.15 ||620.39 ||678.15 ||620.39 |
|Net Profit/(Loss) After Tax ||256.03 ||1099.99 ||256.03 ||1099.99 |
|Other Comprehensive Profit /(Loss) for the year ||(65.70) ||(24.31) ||(65.70) ||(24.31) |
|Total Comprehensive Profit /(Loss) for the year ||190.33 ||1075.68 ||190.33 ||1075.68 |
In FY 2020-21 the total income decreased by 16.81% from Rs. 13697.10million in FY2019-20 to Rs. 11394.54 million due to COVID 19 impact. However this gotoffset singnificantly by decrease in finance cost by 20.76% to Rs. 7515.02 million ascompared to Rs. 9484.46 million in FY 2019-20. In FY 20-21 the Spread on earningportfolio has improved to 2.71% from 2.62% and NIM on earning portfolio has improved from3.31% to 3.47%. The other expenses increased by 21.01% to Rs. 349.29 million during FY2020-21 as compared to Rs. 288.63 million in FY 2019-20 the increase in provision is dueto one time provision made during the year amounting to Rs. 103.89 million for paymentmade to YIEDA towards stamp duty for purchase of land. Other income increased by 62.69% toRs. 88.83 million during FY 2020-21 compared to Rs. 54.60 million in FY 2019-20. Few ofthe loan accounts were referred for liquidation by NCLT and accordingly provision forImpairment on Financial Instruments has increased to Rs. 2294.70 million in FY 2020-21from Rs. 1957.06 million in FY 2018-19.
In FY 2019-20 PFS focused on diversified sources of borrowings andalso on reduction of cost of borrowings. During FY 2020-21 PFS received fresh sanctionsof long-term loans of Rs. 8000 million from existing lender viz Canara Bank and StateBank of India. PFS was able to reduce the Debt : Equity ratio during the year to 4.37 from4.43 in FY 2019-20 The ratio of long-term borrowings to short term borrowings has alsobeen maintained at comfortable level at 89:11 in FY 2020-21 against 91:9 in FY 2019-20which indicates the strengthening of our cash flows and reduced payment obligations in theshort-term. The Company has maintained sufficient liquidity in the form of High QualityLiquid Assets (HQLA) and undrawn lines of credit to meet its financial obligation in nearfuture.
COVID-19 a global pandemic has affected the world economy includingIndia leading to significant decline in economic activity and volatility in the financialmarkets. Government announced various relief packages to support various segments of theeconomy. In line with RBI circulars company provided the support to borrowers during theyear in the form of moratorium on payments by them to the company. The company does notforesee any significant concern where projects have been commissioned/ completed as theyhave must run status. However it would be difficult to assess the impact onborrower's ability to service the debt where projects are under constructionconsidering construction activities were halted due to lockdown restriction. Howeverrespective Government Authorities have issued the circulars for allowing extension inSCOD. The overall growth of PFS business during the financial year has been impacted dueto various factors including lockdown situation in country as activities related toclearances land acquisition for new/under construction projects specifically in renewableand road sectors.
In assessing the recoverability of loans and advances the Company hasconsidered internal and external sources of information (i.e. valuation report one timesettlement (OTS) proposal asset value as per latest available financials with appropriatehaircut as per ECL policy). Further management overlay wherever appropriate and approvedby the Audit Committee has been applied to reflect the current estimate of futurerecoverable values. The Company expects to recover the net carrying value of these assetsbasis assessment of facts and ECL methodology which factors in future economic conditionsas well. However the eventual outcome of impact of COVID -19 may be different from thoseestimated as on the date of approval of these financial results and the Company willcontinue to monitor any material changes to the future economic conditions.
During the FY 2020-21 with the focused efforts of the management oneNPA loan accounts amounting to Rs. 742.50 million were resolved and few loan accounts areon verge of resolution. During the year gross NPAs have increased from Rs. 7446.20million to Rs. 8241.06 million and net NPAs have decreased from Rs. 3844.87 million toRs. 3130.59 million. For FY 2020-21 Gross NPA as a % to gross advances was 7.64% and NetNPA as a % to net advances was 3.08% as compared to 6.74% and 3.59% respectively for FY2019-20. The Company is continuously focusing on resolving the stress assets and theefforts may result in better profitability in coming years. Most of the NPA accountsbelong to Thermal and Large Hydro projects. The Company is shifting its focus on otherareas including renewable energy because of which the company's exposure to thermalhas reduced to 11% in FY 2020-21 in comparison to 30% as at FY 2015-16.
The profit before tax (PBT) for FY 2020-21 stood at Rs. 934.18 millioncompared to Rs. 1720.38 million in FY 2019-20. The profit after tax (PAT) for FY 2020-21stood at Rs. 256.03 million against Rs. 1099.99 million in FY 2019-20.
For ensuring robust quality of portfolio PFS continues to strengthencredit appraisal process and risk management function PFS has further strengthened theproject monitoring function and implemented early warning signal framework for earlyidentification of stress in assisted projects and a special team has been set up to dealwith and find resolution of stressed assets.
2. Summary of Operations and State of Company's Affairs
PFS has been playing a crucial role in the development of thecountry's core infrastructure. By offering medium/long-term credit solutions it hasbeen enabling the funding and growth of the infrastructure projects across the country.PFS provides debt assistance to projects in the entire energy value chain i.e. powergeneration projects transmission and distribution projects fuel sources andrelated/other infrastructure.
The debt assistance sanctioned during FY 2020-21 stands at Rs.40976.70 million and disbursement at Rs. 26469.50 million as compared to Rs. 30408million and Rs. 25904 million during FY 2019-20. As on 31st March 2021 thecumulative debt sanctioned net of cancellations/loan closure aggregated to Rs. 153848.0million. Out of the same PFS' exposure to power sector which constitutes generationtransmission and exposure to state power sector is 75.18% and the balance is in otherinfrastructure sectors majorly comprising of road port water infra and e-mobility sectoretc.
The gross portfolio stood at Rs. 110941.40 million in FY 2020-21 ascompared to Rs. 113950 million in FY 2019-20. The fund-based portfolio stood at Rs.107515.50 million in FY 2020-21 as compared to Rs. 110060 million in FY 2019-20 andletters of comfort stood at Rs. 3425.90 million in FY 2020-21 as against Rs. 3890million in FY 2019-20. The reduction in loan book is mainly on account of impact ofCOVID-19 Pandemic on Infrastructure growth during FY 20-21. The equity investments made bythe Company aggregated to another Rs. 2469.21 million as at the year end. The financialassistance provided by PFS as on 31st March 21 are majorly in renewable /environmental friendly and sustainable infrastructure projects. As at 31stMarch 2021 the renewable portfolio comprises the highest proportion in the outstandingloan book at around 43.11% thermal projects constitute just about 8.78% and the balance48.11% includes other infra and loans to state power sector. Further overall PFS exposurein energy value chain is 86.02% and exposure in non-energy value chain area is 13.98%. PFShas decarbonized is balance sheet and positioned as sustainable infra finance company. Incoming years PFS will continue to focus on reduction of its thermal exposure to 8.78% ason 31st March 2021. Under the other infra sectors PFS also has an exposure of6.03% in the transmission sector and 8.23% in the road sector as at 31st March2021. Further the outstanding loan portfolio of PFS has a 22.80% exposure to state powerutilities and 9.01% exposure as structured loans to holding companies of privateinfrastructure groups for capex purpose in power road and port sector.
As at 31st March 2021 the company has Rs. 89246.2 millionof renewable power projects are commissioned and operational and comprises 83% of itstotal outstanding loans. The Company regularly monitor the progress and operations of theassisted projects through its comprehensive project monitoring mechanisms. PFS hasimplemented an Early Warning Signal (EWS) Framework with an objective to identify stressin the loan portfolio and to avoid slippages of such loan accounts into NPA category EWSFramework has been integrated with the Internal Credit Grading Models for factoring inorganisational risk.
Stress accounts are a drain on any lending company's resources andare thus required to be resolved on a war footing. Considering the negative drag of thestress accounts in the financials of PFS a dedicated unit viz. Special Asset ResolutionCell (SARC) has been formed. The accounts are resolved under various resolution platformslike NCLT One Time Settlement (OTS) SARFAESI sale to ARC etc. The resolution of thestress accounts has led to a multipronged advantage to PFS on one hand the absolutefigure of NPA has come down and on the other hand the amount received under resolutionhas been ploughed back in the operations of PFS which add to its income.
With a focused approach PFS in FY 20-21 was able to resolve 1 (one)NPA account with principal outstanding of Rs. 742.50 million which was around 7.8% of theprincipal outstanding of the total stressed assets at the start of the year. The amountrecovered was around 56% of the principal outstanding of the resolved account. During theyear PFS has also received resolution plans for other NPA accounts which are underadvanced stage of evaluation.
3. Industry Scenario
Infrastructure development plays a very crucial and critical role ineconomic growth of the country. There exists a very high correlation betweeninfrastructure investment and economic growth of country. Promoting growth of the economyhas always been the utmost priority of the Government. The Government is continuouslytaking steps to facilitate production and GDP growth of the economy. The Government aimsat creating a conducive environment by streamlining the existing regulations and processesand eliminating unnecessary requirements and procedures.
Power from renewable sources is one of the focus area in infrastructuredevelopment crucial for the economic growth and welfare of nations. The Government ofIndia's focus on attaining Power for all' has accelerated capacityaddition mainly through renewable sources in the country. According to the Ministry ofPower India's power consumption grew 41% at 119.27 billion units (BU) in April 2021over the same month last year. The level of availability and accessibility of affordableand quality power is also one of the main determinants of the quality of life. India isthe third largest producer after China and USA and second largest consumer of electricityin the world and had an installed power capacity of 382.73 GW as of April 2021.Electricity production reached 1380 billion units (BU) in FY21. India was ranked fifth inwind power fifth in solar power and fourth in renewable power installed capacity.Electricity demand in the country has increased rapidly and is expected to rise further inthe years to come. In order to meet the increasing demand for electricity in the countrymassive addition to the installed generating capacity is required. The peak power demandin the country stood at 189.64 GW in FY21. Therefore the Government's thrust onrenewable energy made this sector as the fast-emerging major source of power in India. Asof April 2021 India had an installed renewable energy capacity of 95.01 GW which include41.79% (39.41 GW) share through wind power and 41.91% (40.50 GW) of solar power. Keepingin view the commitment to a healthy planet and Nationally Determined Contributions as perthe Paris Accord on Climate Change the Government of India has set a target to install227 GW of renewable energy capacity by FY22. India is the only country among the G20nations that is on track to achieve the targets under the Paris Agreement. As per theCentral Electricity Authority (CEA) estimates by 2029-30 share of renewable energygeneration would increase from 18% to 44% while that of thermal is expected to reducefrom 78% to 52%. To give a further boost to the RE sector an additional capital infusionof Rs. 1000 crore to SECI has been provided by Government of India which will enableSECI to float 15000 MW of tenders on yearly basis. On yearly basis it will attractinvestment of more than Rs. 60000 crore.
In the past 10 years the transmission line length grew at a compoundedannual growth rate of over 7.5% and substation capacity grew at about 11.8%. The pace ofexpansion is expected to continue in the future to meet the government's renewableenergy targets and 247 power for all consumers. As per CEA report the load generationbalance indicated that Northern Region (NR) is having a deficit of about 18500-22200 MWwhile the deficit of Southern Region (SR) is about 13000 to 19100 MW at the end of 13thPlan (FY 2021-22) and this will translate into further transmission capacity augmentation.Further Government of India has focused on development of green dedicated corridor forevacuation of power from renewable energy projects. The integration of the proposedcapacity addition of 175/227 GW RE in next few years at national level will involvetransmission of electricity across still longer distances. The augmentation oftransmission and distribution network capacity is required to meet the generation demandfrom various sources which will lead to enough business potential in the sector for PFSin coming years.
Roads are part of an integrated multimodal system of transport whichinfluences the pace structure and pattern of economic development. Road provides cruciallinks to airports railway stations ports and other logistical hubs and acts as acatalyst for economic growth by playing a critical role in the supply chain management.India has the second largest road network in the world spanning a total of 5.89 millionkilometres (kms). This road network transports 64.5% of all goods in the country and 90%of India's total passenger traffic uses road network to commute. Road transportationhas gradually increased over the years with improvement in connectivity between citiestowns and villages in the country. In India sale of automobiles and movement of freightby roads is growing at a rapid rate.
The Government's policy to increase private sector participationhas proved to be a boon for the infrastructure industry with many private players enteringthe business through the public-private partnership (PPP) model. With the Governmentpermitting 100 per cent Foreign Direct Investment (FDI) in the road sector severalforeign companies have formed partnerships with Indian players to capitalize on thesector's growth. Highway construction in India increased at 21.44% CAGR betweenFY16-FY19. Despite pandemic and lockdown India has constructed 13298 km of highways inFY21. By April 2021 the Ministry of Road Transport and Highways constructed 853 kms ofnational highways compared with 210 kms in April 2020. Going forward the Government alsoaims to construct 23 new national highways by 2025 and is targeting to construct 40 kmsper day in FY22. The Government of India has allocated Rs. 111 lakh crore (US$ 1.4trillion) under the National Infrastructure Pipeline for FY 2019-25. The roads sector islikely to account for 18% capital expenditure over FY 2019-25.
Capacity additions at ports are expected to record a CAGR of 5-6% till2022 with Cargo traffic is expected to reach 1700 MMT by 2022 adding 275-325 MT. UnderSagarmala the Government aims to modernize 189 ports with investments totalling Rs. 1.42trillion ($ 22 billion) by 2035.The Ministry of Shipping has set a target capacity of over3130 MMT by 2020 which would be driven by private sector participation.
PFS has diversified its portfolio by lending long term debt to SewerageTreatment Plant under Namami Gange scheme E mobility where assets are secured by fixedrevenue from Govt. of India/ State Govt. It has been considered that PFS will continue tofund such type of projects in future. The Centre has launched a new flagship programme Jal Jeevan Mission (Urban) Har Ghar Jal' (Rural) to provide piped watersupply of prescribed quality and tap connections to all households in cities and ruralarea over the next five years on long-term and regular basis. The Government is expectedto earmark Rs. 1.35 lakh crore for the Jal Jeevan mission from April 2021 to 31stMarch 2026.
Namami Gange Programme' is an Integrated ConservationMission approved as Flagship Programme' by the Union Government in June 2014with budget outlay of Rs. 20000 Crore to accomplish the twin objectives of effectiveabatement of pollution conservation and rejuvenation of National River Ganga. A total of153 sewerage infrastructure projects have been sanctioned in eight (8) States(Uttarakhand Uttar Pradesh Bihar Jharkhand West Bengal Delhi Haryana and HimachalPradesh) till date to create/rehabilitate 5065 MLD sewage treatment capacities and sewernetwork of 4972 Km at a cost of Rs. 23305 Crore along Ganga and its tributaries.
In a move to address the issues of National energy security vehicularpollution and growth of domestic manufacturing capabilities Government of India unveiledthe National Electric Mobility Mission Plan (NEMMP) 2020'. The Department ofHeavy Industry (DHI) launched Phase-II of the Scheme on 8th March 2019 with the approvalof Cabinet with an outlay of Rs. 10000 crores for a period of 3 years commencing from 1stApril 2020. Under FAME II Scheme bus supplier is eligible for a capital subsidy same isbeing computed as maximum of demand incentive available from DHI depending on length of abus or 40% of estimated cost of bus. DHI has approved the sanction of 5595 electricbuses to 64 Cities.
NBFCs have played a crucial role as one of the key contributors toIndia's economy by providing a fillip to infrastructure employment generationwealth creation and access to financial services for the rural and weaker sections ofsociety. However the outbreak of the novel Coronavirus (COVID-19) pandemic globally andin India and the consequent lockdown restrictions imposed by Government is causingsignificant slowdown of economic activities across the world. The growth of PFS'sbusiness at the end of FY 21 has been adversely impacted due to the lockdown situation inentire country on account of the COVID-19 pandemic where no progress for activitiesrelated to clearances land acquisition for under construction projects specifically inrenewable transmission and road sectors.
Govt. announced various relief packages to support all segments. Inline with Govt. initiative RBI issued guidelines relating to COVID-19 Regulatory Packageand PFS has granted a moratorium of six months on the payment of all instalments and / orinterest as applicable falling due between 1st March 2020 and 31stAugust 2020 to the eligible borrowers and those who applied for moratorium. Theseborrowers are classified as standard. PFS allowed moratorium to borrowers comprising of50% of the loan book. Even after allowing moratorium the Company has sufficient liquidityin the form of High Quality Liquid Asset (HQLA) and undrawn lines of credit to meet itsfinancial obligations in the near future. The Company does not foresee any significantconcern in the case of borrowers where projects have been commissioned/ completedconsidering 50% of loan book comprises of operational renewable energy projects that havemust run status.
India is the fastest-growing trillion-dollar economy in the world afterUSA China Japan Germany and United Kingdom driven by key structural reforms andfurther reduction in external vulnerabilities. Government of India has retained its focuson fiscal consolidation and implemented structural reforms for further growth in theinfrastructure sector in general. India has made important progress towards meeting theUnited Nations Sustainable Development Goals notably Goal 7 on delivering energy access.Both the energy and emission intensities of India's gross domestic product (GDP) havedecreased by more than 20% over the past decade. This represents commendable progress evenas the total energy-related carbon dioxide (CO2) emissions continue to rise. India'sper capita emissions today are 1.84 tons of CO2 well below the global average ofemissions.
Indian power sector is undergoing a significant change that hasredefined the industry outlook. Sustained economic growth continues to drive electricitydemand in India. The Government of India's focus on attaining Power forall' has accelerated capacity addition in the country. At the same time thecompetitive intensity is increasing at both the market and supply sides (fuel logisticsfinances and manpower). By 2022 the target for renewable energy has been increased to175 GW by 2022. Capacity addition in RE sector (Solar and wind) in the last 5 years hasbeen driven by various initiatives and policy measures taken by Government of India andvarious state governments. India is the only country among the G20 nations that is ontrack to achieve the targets under the Paris Agreement. The peak power demand in thecountry stood at 189.64 GW in FY21. India is set to become a global manufacturing hub withinvestment across the value chain. India's power demand is expected to rise to 1905TWh by FY22.
The Government's recent move to allow Public Private Partnershipin sectors like Water sanitation Railways and other sectors has opened more avenues toPrivate sector. The mix of Public Private Participation model is continuously increasingthereby increasing confidence support and investment in the infrastructure sector. Theinfrastructure sector has become the biggest focus area for the Government of India. Indiaplans to spend US$ 1.4 trillion on infrastructure during 2019-23 for the sustainabledevelopment of the country. Indian infrastructure sector is facing a paradigm shift movingtowards timely completion of projects as against the general phenomenon of delay incompletion of projects due to the delay in obtaining approval and clearances lack ofco-ordination between various departments and the resultant delay in project completion.
Power will remain as one of the most important components ofinfrastructure crucial for economic growth and welfare of the country. The renewablepower sector saw moderate capacity addition during FY-21 on account of the Covid impacttariff renegotiations weak finances of state power distribution companies and slowdown intendering. However with the latest initiatives by the Government including liquidityinjection into discoms implementing the direct benefit transfer (DBT) scheme in theelectricity sector for better targeting of subsidies promoting retail competition andinstilling financial discipline at discoms it is expected that the renewable sector willachieve its target capacity of 227 GW by 2022.
In addition to the renewable power sector other areas such as powertransmission roads and highways ports airports etc. are also witnessing increasedactivity. Infrastructure sector plays a very crucial role in the economic development andpossesses the potential for propelling the overall development of the country. The sectorcontinues to enjoy focus from Government both in terms of policy related initiatives anddevelopment of infrastructure in the country. New projects are being undertaken and theGovernment is poised to ensure the development of the infrastructure sector of thecountry.
The Government's policy to increase private sector participationhas proved to be a boon for the infrastructure industry with many private players enteringthe business through the public-private partnership (PPP) model. With the Governmentpermitting 100 per cent Foreign Direct Investment (FDI) in the road sector severalforeign companies have formed partnerships with Indian players to capitalise on thesector's growth. The introduction of Toll-Operate-Transfer (TOT) model helps theGovernment to monetize operational road assets by giving tolling rights on operationalroad projects in return for an upfront amount to the Government. The InfrastructureInvestment Trust is also gaining popularity among developers to unlock the capital andde-leverage the balance sheet to explore further investment avenues. Road corridor projectBharatmala port-linked industrialization plan Sagarmala and UDAN Pradhan Mantri GramSadak Yojana will help improving transport infrastructure and bring fresh investment inthe sector.
Considering the issues in the thermal sector PFS as conservativeapproach has not taken further exposure in thermal generation projects and hassignificantly diversified into renewable energy and in other infrastructure sectors suchas roads and ports through calibrated approach. PFS is also diversifying into otherinfrastructure sectors like Power Transmission Roads and Highways Water SewageTreatment Waste Management Facility Electric mobility Electric Vehicle ChargingStations etc. PFS believes that with infrastructure sector being the biggest focus areaand also the financial support provided to the Infrastructure sector in the same will helpto boost the investors' confidence in NBFC sector and will also help NBFCs tocontribute to the Government's target for infrastructure development. PFS alsobelieves that public private partnership in infrastructure development offers goodpotential and company continues to evaluate these business proposals in these areas.
The debt commitments and disbursements have been moderated during theyear due to the ongoing issues with the NBFC sector and also because of the COVID impactwhich has impacted the development of new projects/ projects under construction. The powerand infrastructure sector are witnessing stress and several projects in the country (bothoperational and under construction) are facing challenges. The Company is continuouslyengaged in resolution of such loans and is working proactively with the consortiummembers. Regular lenders' meetings are conducted detailed feedback obtained fromlenders' independent engineers and financial advisors to assess that projectdevelopment activities are taken. Discussions are held with promoters and otherstakeholders to work out a financially viable solution. The Company also engagesconsultants / professional agencies for working out effective solutions / resolutions forsuch cases. The Company continues to partner with credible players in the industry who canhelp all the stakeholders to benefit mutually. PFS believes that the infrastructuredevelopment and renewable energy area offers good potential and Company continues toevaluate these business proposals in these areas. The Company partnering with Global GreenGrowth Institutes (Seoul) to set up Renewable Infra Debt Fund (RIDF).
5. Net Owned Funds and Earnings Per Share (EPS)
The Net Owned Funds of the Company aggregated to Rs. 18959.39 millionand the total Capital Funds aggregated to Rs. 19283.37 million as at 31stMarch 2021. The percentage of aggregate risk weighted assets on the balance sheet and therisk adjusted value of off-balance sheet items to Net Owned Funds is 24.10% as at 31stMarch 2021.
EPS of the Company for FY 2020-21 stands at Rs. 0.40 per share incomparison to Rs. 1.71 per share for FY 2019-20.
Out of the profits earned during FY 2020-21 the Company hastransferred an amount of Rs. 51.21 million to Statutory Reserve in accordance with therequirements of Section 45-IC of the Reserve Bank of India Act 1934 and Rs. 692.83million to the Impairment Reserve.
Based on Company's performance the Board of Directors did notrecommend the dividend for the FY 2020-21.
8. Fixed Deposits/Public Deposits
Your Company has not accepted any deposits during the year from publicin terms of provisions of Companies Act 2013 ("the Act"). Further at the endof the financial year there were no unclaimed unpaid or overdue deposits.
9. Capital adequacy ratio
The Capital Adequacy Ratio as on 31st March 2021 stood at 24.10%compared to 23.61% as on 31st March 2020. No adverse material changes affecting thefinancial position of the Company have occurred during the financial year.
10. Material changes and commitments if any affecting the financialposition of the Company
There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate (i.e. 31st March2021) and the date of the report. No adverse Material changes affecting the financialposition of the Company have occurred during the Financial Year.
11. Particulars of loans guarantees and investments under Section 186
The particulars of loans guarantees and investments forms part to thenotes of the financial statements provided in this Annual Report.
12. Share Capital/ Finance
During the period under review no change has taken place with regardto capital structure of the Company.
As on 31st March 2021 PFS has a paid- up share capitalaggregates to Rs. 6422.83 million comprising of 642283335 equity shares of Rs. 10/-each fully paid- up. The promoter i.e. PTC India Limited holds 64.99% of the paid up sharecapital of the Company as on 31st March 2021. The equity shares of the Companyare listed on the National Stock Exchange of India Limited ("NSE") and BSELimited ("BSE").
13. Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return as on 31st March 2021 is available on the Company's websiteat https://www.ptcfinancial.com/upload/pdf/Form%20MGT-7%20FY%20 20-21.pdf
14. Directors and Key Managerial Personnel
In accordance with provisions of the Act and Articles of Association ofthe Company Dr. Pawan Singh shall retire by rotation at the ensuing AGM and beingseligible offers himself for re-appointment. The Board recommends his re-appointment. Aresolution seeking shareholders' approval for his re-appointment forms part of theNotice.
During the financial year ended 31st March 2021 Dr. RajibKumar Mishra and Dr. Nagesh Singh ceased to be the Directors with effect from 2ndJune 2020 and 2nd July 2020 respectively. Dr. Ajit Kumar and Shri RajivMalhotra were appointed as Nominee of PTC India Ltd. on the Board of the Company w.e.f. 6thJune 2020. Details of changes in the composition of Board during the period under reviewhave been specifically mentioned in the report on the Corporate Governance which isannexed with this report.
15. Dividend Distribution Policy
As per regulation 43A of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") the Company has adopted the Dividend Distribution Policy to set outthe parameters and circumstances that will be taken into account by the Board whiledetermining the distribution of dividend to its shareholder.
The Dividend Distribution Policy is available on Company'swebsite at :-https://www.ptcfinancial.com/upload/pdf/Dividend%20Distribution%20Policy-PFS.pdf
16. Details of Board meetings
Seven Board Meetings were held during the financial year ended on 31stMarch 2021. The intervening gap between any two meetings was within the period prescribedby the Act and SEBI Listing Regulations. The details of which are given below:-
|Sl. No. ||Date of the meeting ||No. of Directors attended the meeting |
|1 ||13th June 2020 ||10 |
|2 ||23rd June 2020 ||11 |
|3 ||04th August 2020 ||10 |
|4 ||29th October 2020 ||10 |
|5 ||19th December 2020 ||10 |
|6 ||04th February 2021 ||10 |
|7 ||09th March 2021 ||10 |
Further the attendance of each director is more specifically mentionedin the report on the Corporate Governance Report which is a part of this Report.
17. Committees of Board
As on 31st March 2021 the Board had all StatutoryCommittees that are given below:-
1) Audit Committee
2) Nomination and Remuneration Committee
3) Corporate Social Responsibility Committee
4) Stakeholders' Relationship Committee
5) Risk Management Committee
6) IT Strategy Committee
Further Committees of the Board and Group of Directors are formed fromtime to time for specific purpose.
The details of the Committees their meetings and other disclosures arementioned in the Corporate Governance report which forms part of this report.
18. Corporate Social Responsibility
As a good corporate citizen the Company is committed to ensuring itscontribution to the welfare of the communities in the society where it operates throughits Corporate Social Responsibility ("CSR") initiatives.
The Corporate Social Responsibility Committee has formulated andrecommended to the Board a Corporate Social Responsibility Policy ("CSRPolicy") indicating the activities to be undertaken by the Company which has beenapproved by the Board.
The objective of PFS's CSR Policy is to consistently pursue theconcept of integrated development of the society in an economically socially andenvironmentally sustainable manner and at the same time recognize the interests of all itsstakeholders.
To attain its CSR objectives in a professional and integrated mannerPFS shall undertake the CSR activities as specified under the Act. As on 31stMarch 2021 the composition of the CSR Committee consists of 1. Shri Deepak Amitabh 2. Dr.Pawan Singh and 3. Mrs. Pravin Tripathi. The details of meetings and attendance thereofare mentioned in the Corporate Governance report which forms part of this report.
The CSR Policy is available at the link at website of the Company at https://www.ptcfinancial.com/upload/pdf/corporate_social_responsibility_policy.pdf
Further the report on CSR Activities/ Initiatives is annexed with thisreport at Annexure- I.
19. Vigil mechanism/Whistle Blower Policy
The Company believes in the conduct of the affairs of its constituentsin a fair and transparent manner by adopting highest standards of professionalismhonesty integrity and ethical behavior. In compliance with requirements of the Act andSEBI Listing Regulations the Company has established a mechanism called WhistleBlower Policy' for employees to report to the management instances of unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct orethics policy. Whistleblowing' is the confidential disclosure by an individualof any concern encountered in the workplace relating to a perceived wrongdoing. The policyhas been framed to enforce controls so as to provide a system of detection reportingprevention and appropriate dealing of issues relating to fraud unethical behavior etc.The policy provides for adequate safeguards against victimization of director(s) /employee(s) who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee in exceptional cases. During the year under review no complainthas been received.
The Whistle Blower policy is availableat:-https://www.ptcfinancial.com/upload/pdf/whistle_blower_policy.pdf
20. Directors' Responsibility Statement
Pursuant to the requirement clause (c) of sub-section (3) of Section134 read with section 134(5) of the Act your Directors to the best of their knowledgeconfirms that:
(a) in the preparation of the annual accounts for the year ended 31stMarch 2021 the applicable accounting standards had been followed along with properexplanation relating to material departures;
(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year ended 31st March 2021 and of the profit and loss of the Companyfor that period;
(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concernbasis; and
(e) the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively.
(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
21. Statutory Auditors their Report and Notes to Financial Statements
M/s. MSKA & Associates Chartered Accountants were appointed asStatutory Auditors of your Company in the 13th AGM of the Company for a periodof five years till conclusion of 18th AGM of the Company. Now as per theCompanies (Amendment) Act 2017 the provisions of ratification of appointment ofStatutory Auditors have been done away with and there is no requirement of ratificationtill the expiry of the term of the Statutory Auditors.
The Statutory Auditors have audited the Accounts of the Company for theyear ended 31st March 2021 and the same is being placed before members at theensuing AGM for their approval. Audited Financial Statements (both standalone andconsolidated) comprising Balance Sheet as at 31st March 2021 the Statement ofProfit and Loss and the Cash Flow Statement along with a summary of significant accountingpolicies & other explanatory information together with Auditor's Report thereonare annexed to this report. The Auditors' Report does not contain any qualificationreservation or adverse mark.
Further the Auditors of the Company while performing their duties assuch has not found any fraud which was required to be reported to the Board of Directoror Central Government.
22. Secretarial audit
Pursuant to provisions of Section 204 of the Act and rules mentionedthereunder the Board of Directors of the Company appointed M/s. VKC & AssociatesPracticing Company Secretary to conduct the Secretarial Audit of records and documents ofthe Company for the financial year 2020- 21. The Secretarial Audit Report is annexed as Annexure-II.Secretarial Auditor in its report has mentioned that as per provisions of the CompaniesAct 2013 the Company has not transferred the unclaimed shares for the FY 2012-13 toInvestor Education and Protection Fund Authority (IEPF Authority).
In this regard the company has already transferred the unclaimeddividend pertaining to FY 2012-13 to IEPF and however due to the COVID-19 pandemic theshares could not be transferred in IEPF and the process for transfer the shares related tounclaimed dividend has been initiated.
23. Related party transactions
During the financial year 2020-2021 the Company has not entered intoany other related party transactions which attracts the provision of Section 188 of theAct and SEBI Listing Regulations except as per details given in schedule no. 29 of theAudited Accounts of the Company. During the year the Company had not entered into anycontract/ arrangement/ transaction with related parties which could be considered materialin accordance with the policy of the Company 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 thelink: https://www.ptcfinancial.com/upload/pdf/20150629_Policy_materiality_of_Related_Party_Transactions.pdf Further all the transactions are made in the ordinarycourse of business and on an arm's length basis.
Information on transactions with related parties pursuant to section134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are givenin Annexure - III in Form AOC-2 and the same forms part of this report.
24. Human Resources
Your Company treats its "human resources" as one of its mostimportant assets. Your Company continuously invests in attraction retention anddevelopment of talent on an ongoing basis. A holistic assessment of manpower needs led tofresh recruitment at various level. A number of individual employee specific group ofemployee specific and organizational wise programs that provide focused people attentionare currently underway.
Your Company's thrust is on the development of talent internallythrough job enlargement rotation and development.
Your Company's thrust on development of all levels of the employeehas helped your organization achieve employee's loyalty and attachment to theCompany. There is a huge opportunity for all of us to learn practice and perform. Thoughthe expectation from the employees are realistic each employee get to work on challengingassignments and a chance to learn innovate and perform. Handholding guidance &mentoring has a special place for a young team and organization. Sharing of knowledge andlearning from the experience of seniors has helped us grow steadily. Your Company'sfocus of human resource development is at all levels of organization includingnon-executive and support staff. The human resource development is critical toimplementation organizational strategy and to make organization humble and responsive tothe customers need. Employees are encouraged to participate and be part of theorganizational growth and development strategy. Lateral entry at different levels keepsthe organization vibrant.
25. Industrial Relations
Your Company has always maintained healthy cordial and harmoniousindustrial relations at all levels. Despite competition the enthusiastic efforts of theemployees have enabled the Company to grow at a steady pace.
26. Risk Management Policy
PFS has put in place a comprehensive policy framework for management ofrisks which includes the followings:-
Risk Management Policy :- The Risk Management Framework of PFSencompasses credit risk market risk as well as operational risk management. The RiskManagement Policy evolved under the guidance of Risk Management Committee and dulyapproved by Board of Directors is refined periodically based on emerging market trendsand own experience. The Risk Management Committee is headed by Independent Director.
Asset Liability Management Policy :- The objectives of AssetLiability Management Policy are to align market risk management with overall strategicobjectives articulate current interest rate view and determine pricing mix and maturityprofile of assets and liabilities. The asset liability management policy involvespreparation and analysis of liquidity gap reports and ensuring preventive and correctivemeasures. It also addresses the interest rate risk by providing for duration gap analysisand control by providing limits to the gaps.
Foreign Exchange Risk Management Policy: - The policy covers themanagement of foreign exchange risk related to existing and future foreign currency loansor any other foreign exchange risks derived from borrowing and lending. The objective ofthe policy is to serve as a guideline for transactions to be undertaken for hedging offoreign exchange related risks. It also provides guiding parameters within which the AssetLiability Management Committee can take decisions for managing the above mentioned risks.
Interest Rate Policy :- Interest rate policy provides for riskbased pricing of the debt financing by the Company. It provides the basis of pricing thedebt and the manner in which it can be structured to manage credit risk interest raterisk and liquidity risk while remaining competitive.
Policy for Investment of Surplus Funds :- The policy ofinvestment of surplus funds i.e. treasury policy provides the framework for managinginvestment of surplus funds. Realizing that the purpose of mobilization of resources inthe Company is to finance equity as well as loans to power sector projects the primefocus is to deploy surplus funds with a view to ensure that the capital is not eroded andthat surplus funds earn optimal returns.
Operational Risk Management Policy :- The operational riskmanagement policy recognizes the need to understand the operational risks in general andthose in specific activities of the Company. Operational risk management is not understoodas a process of eliminating such risk but as a systematic approach to manage such risk. Itseeks to standardize the process of identifying new risks and designing appropriatecontrols for these risks minimize losses and customer dissatisfaction due to possiblefailure in processes.
27. Employees' Stock Option Scheme
The Shareholders' approval was obtained at the Annual GeneralMeeting held on 27th October 2008 for introduction of Employee Stock OptionPlan at PTC India Financial Services Limited. All the ESOPs made under the Employees'Stock Option Scheme-2008 have been surrendered and as on date no claim is outstanding.
28. Declaration given by Independent Directors
The Company has received necessary declaration from each IndependentDirector under Section 149(7) of the Act that he/she meets the criteria of independencelaid down in Section 149(6) of the Act and Regulation 25 of the SEBI Listing Regulations.The Independent Directors have also confirmed that they have complied with theCompany's code of conduct for Directors and Senior Management Personnel.
All the Independent Directors of the Company have registered themselvesin the data bank maintained with the Indian Institute of Corporate Affairs Manesar(IICA'). In terms of Section 150 of the Act read with Rule 6(4) of theCompanies (Appointment & Qualification of Directors) Rules 2014 the IndependentDirectors have confirmed that they are not required to undertake online proficiencyself-assessment test conducted by the IICA In the opinion of the Board all IndependentDirectors possess strong sense of integrity and have requisite experience qualificationand expertise. For further details please refer the Corporate Governance report.
Based on the declarations received from the Independent Directors theBoard of Directors has confirmed that they meet the criteria of independence as mentionedunder Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent ofthe management.
29. Company's policy on appointment and remuneration of SeniorManagement and KMPs
As per the requirements of the Act the Board of Directors of yourCompany has constituted a Nomination and Remuneration Committee'. TheCommittee's role is to be supported by a policy for nomination of Directors andSenior Management Personnel including Key Managerial Personnel as also for remuneration ofDirectors Key Managerial Personnel Senior Management Personnel and other employees.
The Policy of the Company on Nomination and Remuneration & BoardDiversity is also placed on the website of the Company i.e. www. ptcfinancial.com and isalso annexed to this report at Annexure- IV.
30. Formal Annual Evaluation
The Board of Directors has carried out an annual evaluation of its ownperformance Board Committees and individual Directors pursuant to the provisions of theCompanies Act 2013 and the corporate governance requirements as prescribed by SEBIListing Regulations.
The Company pays performance linked remuneration to its WTDs/MD. It isensured that the remuneration is determined in a way that there exists a fine balancebetween fixed and incentive pay. On the basis of Policy for Performance Evaluation ofIndependent Directors a process of evaluation is being followed by the Board for its ownperformance and that of its Committees and individual Directors. The performanceevaluation process and related tools are reviewed by the "Nomination &Remuneration Committee" on a need basis and the Committee may periodically seekindependent external advice in relation to the process. The Committee may amend thePolicy if required to ascertain its appropriateness as per the needs of the Company.
The performance of the Board was evaluated by the Board after seekinginputs from all the Directors on the basis of the criteria such as the Board compositionand structure effectiveness of Board processes information and functioning etc. Theperformance of the Committees was evaluated by the Board after seeking inputs from theCommittee members on the basis of the criteria such as the composition of Committeeseffectiveness of Committee meetings etc. The Board and the Nomination and RemunerationCommittee reviewed the performance of the individual Directors on the basis of thecriteria such as the contribution of the individual Director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role.
In a separate meeting of Independent Directors performance ofNon-Independent Directors performance of the Board as a whole and performance of theChairman was evaluated taking into account the views of Executive Directors andNon-Executive Directors. The same was discussed in the Board meeting that followed themeeting of the Independent Directors at which the performance of the Board itsCommittees and individual Directors was also discussed. Performance evaluation ofIndependent Directors was done by the entire Board excluding the Independent Directorbeing evaluated.
31. Disclosure under the Sexual Harassment of Women at the workplace(Prevention Prohibition and Redressal) Act 2013
An Internal Complaints Committee has been constituted to look intogrievance/complaints of sexual harassment lodged by employees as per Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013. Further nocomplaints were received during the year and no complaint is pending on 31stMarch 2021.
32. Internal financial controls and Internal Auditor
The internal financial controls with reference to the FinancialStatements are commensurate with the size and nature of business of the Company. TheCompany has an Internal Control System commensurate with the size scale and complexityof its operations. The scope and authority of the Internal Audit function is defined bythe Audit Committee. The Company has appointed M/s Grant Thornton India LLP as InternalAuditors of the Company. To maintain its objectivity and independence the InternalAuditor reports to the Audit Committee. The Audit Committee has the responsibility forestablishing the audit objectives and determines the nature timing and extent of auditprocedures as well as the locations where the work needs to be carried out.
The Internal Auditor monitors and evaluates the efficacy & adequacyof internal financial controls & internal control system in the Company that has beenput in place to mitigate the risks faced by the organization and thereby achieves itsbusiness objective. Broadly the objectives of the project assigned are:-
Review the adequacy and effectiveness of the transactioncontrols;
Review the operation of the Control Supervisory Mechanisms;
Recommend improvements in processes management;
Review the compliance with operating systems accountingprocedures and policies The internal control and compliance are on-going process. Based onthe findings and report of the internal auditor process owners undertake correctiveaction that may be required in their respective areas for further strengthening thecontrols and control environment. Significant audit observations and corrective actionsthereon are presented to the Audit Committee. The internal auditors also independentlycarry out the design evaluation and testing of controls related to requirements ofInternal Financial Controls. The evaluation of design effectiveness and testing ofcontrols for various business activities processes and sub processes was carried out andfound satisfactory.
33. Cost Auditors
The provisions of Cost Audit is not applicable to the Company.
34. Details of Holding Subsidiaries Associates and Joint Ventures
Your Company continues to be the subsidiary of PTC India Limited.Further the Company has two associate companies namely M/s. R.S. India Wind EnergyPrivate Limited and M/s. Varam Bio Energy Private Limited. The statement of performanceand financial position of each of the associate companies is given in Form AOC-1 as Annexure V. The policy for determining material subsidiaries as approved may be accessedon the Company's website following link:link:http://www.ptcfinancial.com/upload/pdf/20150629_Policy_on_determining_Material_Subsidiaries.pdf
35. Corporate Governance Report
The Company is committed to maintain the highest standards of corporategovernance and adhere to the corporate governance requirements set out by Securities andExchange Board of India ("SEBI"). A separate report on Corporate Governancealong with certificate from M/s. MSKA & Associates Statutory Auditors on compliancewith the conditions of Corporate Governance as stipulated under SEBI Listing Regulationsis provided as part of this Annual Report.
36. Management Discussion and Analysis
The Management Discussion and Analysis comprising an overview of thefinancial results operations / performance and the future prospects of the Company formpart of this Annual Report.
37. Business Responsibility Report
Pursuant to the Regulation 34(2)(f) of the SEBI Listing Regulationsthe Business Responsibility Report describing the initiatives taken by the Company from anenvironmental social and governance perspective in the format as specified by the SEBI isgiven as Annexure-VI.
38. Particulars of Employees
The information pertaining to the remuneration and other details asrequired under Section 197 of the Act read with rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are given below: a. The ratio of theremuneration of each director to the median remuneration of the employees of the companyfor the financial year 2020-21;
(Rs. in lakhs)
|Name of Director ||Director's Remuneration ||Median Remuneration of employees ||Ratio |
|Dr Pawan Singh ||111.29 ||23.25 ||4.74 times |
|Shri Naveen Kumar# ||87.56 ||23.25 ||3.77 times |
b. The percentage increase in remuneration of each director ChiefFinancial Officer Chief Executive Officer Company Secretary or Manager if any in thefinancial year;
|Name ||%age Increase |
|Dr Pawan Singh ||13.86%# |
|Shri Naveen Kumar ||8.66% |
|Shri Sanjay Rustagi ||4.17% |
|Shri Vishal Goyal## ||-6.42% |
# Leave Encashment during FY 2020-21.
## % decrease in compensation is due to Earned Leave Encashmentavailed during 2019-20.
c. The median remuneration of the employees has increased to Rs. 23.25lakhs during FY2020-21 from Rs. 22.31 lakhs during FY2019-20.
d. 48 permanent employees are on the rolls of company as at 31st March2021;
e. The average remuneration increased to Rs. 31.30 lakhs in FY 2020-21from Rs. 27.78 lakhs in FY 2019-20.
f. The average percentile increase in the salary of employees otherthan the managerial personnel is from Rs. 24.07 lakhs in FY2019-20 to Rs. 27.32 lakhs inFY2020-21 resulting in an increase of 13.51%. Whereas the average percentile increase inthe managerial remuneration is from Rs. 88.72 lakhs in FY2019-20 to Rs. 98.92 lakhs inFY2020-21 resulting in increase of 11.50%. g. The average remuneration of Key ManagerialPersonnel decreased to Rs. 53.22 lakhs in FY2020-21 from Rs. 54.01 lakhs in FY2019-20resulting in decrease of -1.48%. This decrease is due to Earned Leave Encashment availedby KMPs during previous year.
A. Particulars of Top 10 employees in terms of remuneration
|Name & Designation ||Nature of Employment ||Remuneration Received (amount in `) ||Qualification and Experience ||Date of Commencement of Employment in the Company ||Age Last Employment ||% of Quantity of shares held in the Company ||If relative of any director or manager name of such director or manager |
|1 Pawan Singh ||Fixed Term ||11029490 ||MBA Ph D/ 38 years ||1-Feb-12 ||59 yrs 6 Dir-F in PTC India Financial months Services Limited ||Nil ||N.A |
|2 Sitesh Kumar Sinha ||Regular ||8760065 ||B.E & PGDBM/22 years ||22-Mar-11 ||45 Yr 4 DGM - Lahmeyer month International (India) Pvt Ltd ||Nil ||N.A |
|3 Naveen Kumar ||Fixed Term ||8755808 ||BSc (Engg); MBA & LLB/40 years ||25-Sep-17 ||61 yrs 9 Executive Director (Projects) months in Power Finance Corporation Limited ||Nil ||N.A |
|4 Vijay Singh Bisht ||Regular ||8446038 ||BE & MBA/37 years ||1-Aug-08 ||58 Yr 2 DGM Power Finance month Corporation Limited ||Nil ||N.A |
|5 Devesh Singh ||Regular ||5824359 ||B.Com & MBA/15 years ||3-Oct-11 ||42 Yr 3 Manager- PTC India Limited monts ||Nil ||N.A |
|6 Vishal Goyal ||Regular ||5398833 ||MBA; CS & LLB/16 years ||1-Aug-08 ||40 yrs 8 Co Secy cum Fin Manager in months International Print-O-Pac Ltd ||Nil ||N.A |
|7 Ankur Bansal ||Regular ||5254936 ||BE & MBA/16 years ||13-Jul-18 ||39 Yr 5 Assoc. Dir - KPMG month ||Nil ||N.A |
|8 Sanjay Rustagi ||Regular ||5244456 ||CA & ICWA/22 years ||24-Jun-16 ||46 yrs 6 Asstt Controller in GE Capital months services India ||Nil ||N.A |
|9 Mohit Seth ||Regular ||4546961 ||MBA; LLB & CS/14 years ||21-Jun-10 ||38 Yr 3 Company Secretary-YAAS months wholesale India Pvt Ltd ||Nil ||N.A |
|10 Ashish Nigam ||Regular ||4525416 ||B. Tech; MBA & CISA/24 years ||12-Mar-18 ||50 Yr 9 Retainer-Grant Thornton month ||Nil ||N.A |
B. It is affirmed that:-
I. The remuneration is as per the remuneration policy of the Company;and
II. In terms of the provisions of Section 197(12) of the Companies Act2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 no employee of the Company employed throughout the year who was inreceipt of remuneration of Rs. One crore and two lacs or more in a year except for Dr.Pawan Singh MD& CEO Further during the year under review there was no employee ofthe Company employed for a part of year who was in receipt of remuneration of Rs. Eightlacs and fifty thousand or more per month. is as under:
|Name ||Dr. Pawan Singh |
|Designation ||MD & CEO |
|Qualification ||MBA/PH.D |
|Nature of Employment Whether contractual or otherwise ||MD &CEO |
|Nature of Duties of employees ||Overall Managerial functions of company |
|Last employment held ||Dir-F in PTC India Financial Services Limited |
|Number of years of experience ||38 |
|Age ||59 year 6 months |
|Date of commencement of employment (at Board Level) ||01.02.2012 |
|Gross Remuneration (figures in Rs. Crore) ||1.10 lacs |
|No. of Equity Shares held (of Rs. 10/- each) ||Nil |
|Whether Relative of a Director or Manager ||No |
|Other terms and conditions of Employment ||- |
39. Details of conservation of energy technology absorption
Since PFS is engaged in business of investment and lending activitiesparticulars relating to conservation of energy and technology absorption are notapplicable to it.
40. Foreign Exchange earnings & outgo
The Company has incurred expenditure of Rs. 1002.48 million (previousyear Rs. 986.01 million) in foreign exchange during the financial year ended 31stMarch 2021.
41. Significant and material orders
There were no significant or material orders passed by Regulators orCourts or Tribunals which impacts the going concern status and Company's futureoperations.
42. Transfer of Amounts to Investor Education and Protection Fund(IEPF)
Pursuant to the provisions of the Investor Education and ProtectionFund (Accounting Audit Transfer and Refund) Rules 2016 the Company has already filedthe necessary form and uploaded the details of unpaid and unclaimed amounts lying with theCompany as on the date of last AGM (i.e. 22nd September 2020) with theMinistry of Corporate Affairs.
Your Directors state that no disclosure or reporting 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 dividendvoting or otherwise;
Issue of shares (including sweat equity shares) to employees ofthe Company under any scheme; and
Neither Managing Director nor the Whole time Directors of theCompany receive any remuneration or commission from any of other Company.
No change in the nature of the business of the Company happenedduring the financial year under review.
No specific disclosures required under details of differencebetween amount of the valuation done at the time of one-time settlement and the valuationdone while taking loan from the Banks or Financial Institutions along with the reasonsthereof.
No application was filed by/ against the Company under theInsolvency and Bankruptcy Code 2016 during the year.
44. Compliance with Applicable Secretarial Standards
During the period under review the Company has complied with theprovisions of the Secretarial Standard - 1(Secretarial Standard on meeting of the Board ofDirectors) & Secretarial Standard - 2 (Secretarial Standard on General Meeting) issuedby the Institute of Company Secretaries of India and approved by the Central Governmentunder Section 118 of the Act.
The Board of Directors acknowledge with deep appreciation thecooperation received from its Directors Ministry of Power (MoP) Ministry of Finance(MoF) Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI)National Stock Exchange of India Limited (NSE) BSE Limited (BSE) PTC India Limited (PTC)and other stakeholders International Finance Corporation (IFC) DEG FMO and OeEBvarious Banks/FIs Consortium partners and Officials of the Company.
The Board also acknowledge with deep appreciation the cooperationreceived from its Directors who ceased as Director during the year. The Board also conveysits gratitude to the shareholders credit rating agencies for the continued trust andconfidence reposed by them in the Company. Your Directors would also like to convey theirgratitude to the clients and customers for their unwavering trust and support.
The Company is also thankful to the Statutory Auditor Internal Auditorand Secretarial Auditor for their constructive suggestions and cooperation.
We would also like to place on record our appreciation for the untiringefforts and contributions made by the employees to ensure all round performance of yourCompany.
| ||For and on behalf of the Board |
| ||PTC India Financial Services Limited |
| ||Sd/- |
| ||Deepak Amitabh |
|Date : 05th August 2021 ||Chairman |
|Place : New Delhi ||DIN: 01061535 |