ptc india ltd Directors report

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company (‘the Company or ‘PTC India Limited/ PTC) along with the audited financial Statements of the Company and its subsidiaries for the financial year ended March 31, 2023.

FINANCIAL PERFORMANCE

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

(In INR Crores)

Particulars	Financial Year Ended
	Standalone		Consolidated
	31/03/2023	31/03/2022	31/03/2023	31/03/2022
Total Income	14,909.57	15,637.62	16,002.51	16,879.77
Profit / (Loss) before Interest, Depreciation & Tax (PBITDA) excluding OCI	514.22	612.45	1,381.52	1,597.55
Finance Charges	28.92	37.33	599.62	751.47
Depreciation	3.86	3.74	101.53	101.32
Provision for Income Tax (including for earlier years)	111.7	146.57	173.22	193.09
Net Profit / (Loss) after tax (after minority interest)	369.74	424.81	445.60	506.16
Profit / (Loss) brought forward from previous year	1,116.48	1,044.11	1,336.66	1,294.94
Amount transferred to General Reserve	116.71	130.43	116.71	130.43
Dividend paid (including dividend tax)	171.68	222.01	171.68	222.01
Transferred to special reserve	–	–	23.54	0
Transfer to impairment reserve	–	–	–	95.37
Transferred from reserve for equity instrument through OCI	–	–	(4.52)	–
Transferred to Statutory reserve	–	–	22.85	16.90
Re-measurement of post-employment benefit obligations, net of tax	–	–	0.08	0.27
Profit / (Loss) carried to Balance Sheet	1,197.83	1,116.48	1,443.04	1,336.66
Other comprehensive income /(Loss) (after minority interest)	19.31	9.97	19.64	16.03
Total comprehensive income (after minority interest)	389.05	434.78	465.24	522.19

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

RESULTS OF OPERATIONS AND STATE OF COMPANYS AFFAIRS

The trading volumes for the year FY 2022-23 were 70,610 MUs as against 87,515 MUs during the previous year. With a turnover (including other income) of INR 14,909.57 Crores for the year 2022-23 as against INR 15,637.62 Crores (including other income) in the Financial Year 2021-22, your Company has earned a Profit after Tax of INR 369.74 Crores as against INR 424.81 Crores in the previous year.

Your Company has two subsidiaries, namely PTC India Financial Services Limited (PFS) and PTC Energy Limited (PEL). The consolidated turnover (including other income) of the group is INR 16,002.51 Crores for the Financial Year 2022-23 as against INR 16,879.77 Crores (including other income) for the Financial Year 2021-22. The consolidated Profit after Tax (after minority interest) of the group is INR 445.60 Crores for the Financial Year 2022-23 as against INR 506.16 Crores (after minority interest) for the Financial Year 2021-22.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with the Accounting Standard notified under Section 133 of the Act (‘Act) and the relevant rules issued thereunder read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred as ‘Listing Regulations) and the other accounting principles generally accepted in India. The Consolidated Financial Statements form part of the Annual Report.

RESERVES

Out of the profits of the Company, a sum of INR 116.71 Crores has been transferred to General Reserves during the Financial Year and total reserves and surplus of the Company are INR 3836.27 Crores (including securities premium) as on 31^st March 2023.

DIVIDEND

The Board of Directors of your Company are pleased to recommend for your consideration and approval, a final dividend @ 78% for the Financial Year 2022-23 i.e., 7.80 per equity share of INR 10 each. The final dividend, if approved, at the ensuing Annual General Meeting (AGM) will result in a cash outflow of INR 230.89 Crores.

In pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company in its Board Meeting held on 5^th Feb. 2020 had adopted a dividend distribution policy and the same is placed on the website of the Company and can be accessed through the following link: https://www.ptcindia.com/wp-content/uploads/2020/04/Dividend-Distribution-Policy.pdf

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

As on 31^st March 2023, Net worth of your Company was INR 4132.28 Crores as compared to INR 3914.91 Crores at the end of the previous Financial Year. EPS of the Company for the year ended 31^st March 2023 stands at INR 12.49 in comparison to INR 14.35 for the Financial Year ended 31^st March 2022.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred from the end of the Financial Year of the Company to which the financial statement relates i.e., 31^st March 2023 till the date of this report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

CHANGES IN CAPITAL STRUCTURE

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

As on 31^st March 2023, PTC has an Authorized Share Capital of INR 750,00,00,000 and paid-up share capital of INR 296,00,83,210 divided into 29,60,08,321 equity shares of INR 10 each. The equity shares of your Company are listed on the ‘BSE Limited (BSE) and ‘National Stock Exchange of India Ltd. (NSE). The promoters i.e. NTPC Ltd. (NTPC), Power Grid Corporation of India Ltd. (POWERGRID), Power Finance Corporation 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 the balance of 83.80% of the paid-up and subscribed equity share capital of your Company is held by Power Sector Entities, Financial Institutions, Life Insurance Corporation of India, other Insurance Companies, Banking Institutions, Corporations, Investment Companies, Foreign Institutional Investors, Private Utilities and others including public at large.

HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient features of the financial statement of the Companys subsidiaries, associates and joint ventures entities given in Form AOC-1 is annexed to this report at Annexure 1. There has been no material change in the nature of the business of the subsidiaries and during the year, no company has ceased to be/ became Subsidiary/ Associate of the Company.

Holding Company

The Company does not have any holding company.

Subsidiary Companies

PTC India Financial Services Limited

PTC India Financial Services Limited (PFS) is a listed subsidiary of your Company incorporated on 08th September 2006 in New Delhi wherein PTC holds a 64.99% stake and has invested INR 754.77 Crores. PFS is listed on NSE & BSE and has been classified as an Infrastructure Finance Company (IFC) by the Reserve Bank of India. PFS recorded total income of INR 797.08 Crores during FY 23 as compared to last years revenue of 968.75 Crores. Interest income for FY23 has decreased to INR 766.57 Crores as against the previous years INR 924.69 Crores. The profit before tax and profit after tax for FY23 stood at INR 232.37 Crores and INR 175.81 Crores respectively. Earnings per share for FY23 stood at INR 2.74 per share. The Statutory Auditor of PFS is M/s. Lodha & Co., Chartered Accountants, who has been appointed in the year 2022.

PTC Energy Limited (PEL)

PEL is a wholly owned subsidiary of your Company incorporated on 1^st August 2008 in New Delhi wherein PTC holds 100% stake and has invested INR 654.11 Crores. PEL has recorded revenue from operations of 296.77 Crores during FY 23 as compared to last years revenue of INR 280.67 Crores. The profit/ (loss) before tax and profit/(loss) after tax for FY23 stood at INR 18.83 Crores and INR 13.88 Crores respectively. The Statutory Auditor of PEL is M/s. S.P. Chopra & Co., Chartered Accountants, who has been appointed in the year 2018.

Investment in other companies (Amount released up to 31^st March 2023)

• Your Company had invested INR 150 Crores in Athena Energy Ventures Private Limited (AEVPL). Since the projects of this Investee Company could not be commissioned in time and considering other related factors and fair value, there had been a reduction of INR 149.97 Crores towards the investment which had been accounted over the earlier years.

• Your Company had invested INR 37.55 Crores in Krishna Godavari Power Utilities Limited. However, due to slow progress and other issues, provision was made for the entire amount of INR 37.55 Crores during FY 2015-16.

• Teesta Urja Limited (TUL) has implemented a project of 1200 MW Teesta III Hydro Electric Project and your Company initially invested a sum of INR 224.33 Crores in the equity of TUL. The Company had divested part of its long-term investment in TUL so that the Govt. of Sikkim could acquire 51% against its present holding of 26%. This disinvestment had been of 4,39,62,777 shares which reduced the shareholding of PTC. The majority stake of TUL is held by the Govt. of Sikkim (GoS) and the shareholding of PTC in TUL is now 5.62%. As on 31/03/2023, the Company has carried out a fair valuation of investment in TUL and the same stood as INR 221.10 Crores as against INR 202.01 Crores of previous year.

• Your Company offered to sell all of its shares of Chenab Valley Power Projects Private Limited to NHPC Limited at a value of INR 4.19 crores. NHPC Limited paid the entire consideration on May 25, 2021, and subsequently, the Company has handed over physical share certificates to NHPC Limited for transfer of shareholding in the name of NHPC Limited. However, no further information has been received from NHPC.

• Your Company has made an equity investment of INR 12.50 Crores during the FY 20 in a new entity i.e., Hindustan Power Exchange Limited (earlier named as Pranurja Solutions Limited) with other equity partners i.e., BSE investments Limited and ICICI Bank for development of a new Power Exchange. The company got its registration from CERC on 12^th May 2021.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis and do not attract the provisions of Section 188 of the Act. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of clause (c) of sub-section (3) of Section 134 of the Act, the Board of Directors of your Company confirms that: a. In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures from the same. b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as of March 31, 2023, and of the profit of the Company for the year ended on that date. c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d. The Directors had prepared the annual accounts of the Company on a going concern basis. e. The Directors had laid down the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, the prevention of and detection of fraud and errors, the accuracy & completeness of the accounting records and the timely preparation of reliable financial disclosures.

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

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

During the Financial Year 2022-23, there were following changes in the composition of Board of Directors of the Company:

Sr. No. Name of Director	Joining/ Cessation	Date of joining/ Cessation
1 Dr. Rajib Kumar Mishra	Appointment (CMD)	March 29, 2023
2 Shri Raghuraj Madhav Rajendran	Cessation	December 01, 2022
3 Shri Mohammad Afzal	Appointment	December 12, 2022
4 Shri Jayant Purushottam Gokhale	Cessation	December 5, 2022
5 Smt. Sushama Nath	Cessation	December 5, 2022
6 Shri Subhash S. Mundra	Cessation	December 5, 2022
7 Smt. Preeti Saran	Cessation	December 6, 2022
8 Shri Prakash S. Mhaske	Appointment	January 16, 2023

As per the provisions of the Companies Act, Smt. Sangeeta Kaushik Director will retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment. The Board recommends her re-appointment. The Board also recommends the appointment of Sh. Rajiv Ranjan Jha, who was appointed as additional (nominee) director of PFC Ltd. on 30^th June 2023, as Director at ensuing AGM.

DETAILS OF BOARD MEETINGS

During the financial year ended 31^st March 2023, the Board met Ten (10) times. The details of Board meetings are mentioned in the Corporate Governance Report as annexed to this report. The intervening gap between the two meetings was within the period prescribed by the Act and Listing Regulations.

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

COMMITTEES OF THE BOARD

As on March 31, 2023, the Board had all Statutory Committees i.e., Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management Committee. The other Committees/Group of Directors formed from time to time for specific purposes. The full details are available in the Corporate Governance Report.

AUDIT COMMITTEE

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

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each independent director under Section 149(7) of the Act, that he/she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 25 of the Listing Regulation. The Independent Directors have also confirmed that they have complied with the Companys code of conduct for Directors and Senior Management Personnel.

All the Independent Directors of the Company have registered themselves in 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 the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake an online proficiency self-assessment test conducted by the IICA. The Independent Directors, whosoever is required, shall undertake the said proficiency test.

In the opinion of the Board all independent directors possess a strong sense of integrity and have requisite experience, qualification and expertise and are independent of the management. For further details, please refer to the Corporate Governance report.

BOARD EVALUATION

The performance evaluation process and related tools are reviewed by the "Nomination & Remuneration Committee" on a need basis, and the Committee may periodically seek independent external advice in relation to the process. The Committee may amend the Policy, if required, to ascertain its appropriateness as per the needs of the Company from time to time.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual directors, which includes criteria for performance evaluation of the non-executive and executive directors. The overall effectiveness of the Board is measured based on the ratings obtained by each Director and accordingly the Board decides the Appointments, Reappointments and Removal of the non-performing Directors of the Company. On the basis of the Policy for Performance Evaluation of Independent Directors, a process of evaluation is being followed by the Board for its own performance and that of its committees and individual Directors.

The exercise was carried through a structured evaluation process covering various aspects of the Board including committees and every Director functioning such as composition of Board and committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. A questionnaire formed a key part of the evaluation process for reviewing the functioning and effectiveness of the Board.

Board members had submitted their response for evaluating the entire Board, respective committees of which they are members and their peer Board members, including Chairman of the Board.

The evaluation process focused on various aspects of the Board and Committees functioning such as structure, composition, quality, Board meeting practices and overall Board effectiveness. The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Independent Directors had a separate meeting held on 28^th March 2023. No Directors other than Independent Directors attended this meeting. Independent Directors discussed inter-alia the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non- Executive Directors and expressed their satisfaction with the quality, quantity and timeliness of flow of information between the Company management and the Board.

The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated.

OUTCOME OF EVALUATION PROCESS

The Board was satisfied with the professional expertise and knowledge of each of its directors. All the Directors effectively contributed to the decision-making process by the Board. Further, all the Committees were duly constituted and were functioning effectively. The Board also expressed its satisfaction in relation to the provision of supporting documents to the Board enabling it to assess the policy & procedural requirements for the proper functioning of the Company. The Board expressed its satisfaction with the decision making and decision implementing procedure followed by it. The Directors express their satisfaction with the evaluation process.

REMUNERATION POLICY

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

There was no change carried out in the policy during the year under review.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity, and ethical behavior. In compliance with requirements of Act & Listing Regulations, the Company has established a mechanism under its Whistle Blower Policy for employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. Whistleblowing is the confidential disclosure by an individual of any concern encountered in the workplace relating to a perceived wrongdoing. The policy has been framed to enforce controls so as to provide a system of detection, reporting, prevention 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 Chairman of the Audit Committee in exceptional cases. During the year under review, no complaints were received by the Board or Audit Committee.

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

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, PTC India Limited (PTC) is committed to ensure its contribution to the welfare of the communities in the society where it operates, through its various Corporate Social Responsibility ("CSR") initiatives. The objective of PTCs CSR Policy is to consistently pursue the concept of integrated development of the society in an economically, socially and environmentally sustainable manner and at the same time recognize the interests of all its stakeholders. In order to accomplish this objective professionally, the Company has formed a Trust named the PTC Foundation Trust (PFT) for execution of the CSR initiatives of the Company. The Company has adopted a new CSR policy during the year under review.

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

Currently, the CSR Committee consists of Shri Devendra Swaroop Saksena, Independent Director, Shri Ramesh Narain Misra, Independent Director, Ms. Sangeeta Kaushik, Non-Executive Nominee Director and Shri Mahendra Kumar Gupta, Non-Executive Nominee Director.

There has been no change in the CSR Policy during FY 23. The CSR Policy is available at the link: https://ptcindia.com/wp-content/uploads/2019/07/ corporate-social-responsibility-policy.pdf Further, the Annual Report on CSR Activities/ Initiatives including all requisite details is annexed with this report at Annexure 2.

RISK MANAGEMENT POLICY

Your Company has developed and implemented a risk management framework that includes the identification of elements of risk which in the opinion of the Board may threaten the existence of the Company. A Risk Management Policy has been adopted. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in evaluating, resolving and reporting risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, including the development of a Risk Matrix for each business. Tools like the Risk Matrix will guide decisions on risk related issues. Shri Rajiv Malhotra is the Chief Risk Officer (CRO).

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated under the Listing Regulations, the Business Responsibility and Sustainability Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186

Details of loans, guarantees and investments covered under Section 186 of the Act including purpose thereof form part of the notes to the financial statements provided in this Annual Report.

ANNUAL RETURN

In accordance with the provisions of section 92(3) and 134 (3)(a) of the Act, the Annual Return of the Company is available at: https://www.ptcindia.com/wp-content/uploads/2023/08/PTC_Annual_Return_FY_2022-23.pdf

STATUTORY AUDITORS

M/s T.R. Chadha & Co. LLP., Chartered Accountants, were appointed as Statutory Auditors of your Company in the 22^nd Annual General Meeting of the Company for a period of five years till conclusion of 27^th Annual General Meeting of the Company to be held in year 2026.

The Statutory Auditors have audited the financial statements of the Company for the financial year ended 31^st March 2023 and the same is being placed before members at the ensuing Annual General Meeting for their approval.

The Standalone Auditors Report for FY 2022-23 is self- explanatory and does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

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

INTERNAL AUDITORS

M/s. Ravi Rajan & Co., the existing Internal Auditors were appointed in FY 2021-22 for a tenure of three financial years up to FY 2023-24. Reports for the year were submitted to the Audit Committee & Board.

COST AUDITORS

Cost audit is not applicable to the Company.

SECRETARIAL AUDITORS

As required under Section 204 of the Act and Rules made there under, the Board has appointed M/s. Agarwal S. & Associates, Company Secretaries as secretarial auditor of the Company for the financial year 2022-23.

The Secretarial Audit Report for FY 2022-23 does not contain any qualification, reservation or adverse remark except the following: -

1. Non-Compliance with the provision of section 149 of the companies Act, 2013 and Regulation 17(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015- The Board of Directors of the Company was not duly constituted from 5^th of December 2022 till 31^st March, 2023.

2. Non-Compliance with the Regulation 33(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015- The standalone and consolidated financials for quarter ended 31^st December 2021, 31^st March 2022, 30^th June, 2022 and 30^th September, 2022 were not submitted in accordance with timeline given under Regulations 33(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. Non-Compliance with the Regulation 7(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015- Company has submitted the compliance certificate on 31^st day from the end of the financial year.

4. Non-Compliance with Regulation 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015-Company served only five days notice in advance against requirement of at least seven working days (Excluding the date of intimation and the record date) to the stock exchange of the record date specifying the purpose of the record date.

5. Non-Compliance with Regulation 52 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015-Company had submitted unsigned Audit report for the financial year ended March, 31, 2022 on 05.07.2022 & signed Audit Report on 12.08.2022.

The NSE and BSE have levied monetary fines for non-compliances wherever applicable under Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 and same has been paid. The Board noted that comments on above are already mentioned in Annual Secretarial Compliance Report for FY 23 filed with NSE & BSE.

Further, the Secretarial Audit Report is annexed to the Boards Report at

Annexure 3.

Further, the Secretarial Audit Report of PTC Energy Limited, unlisted subsidiary, is annexed to the Boards report at Annexure 4.

HUMAN RESOURCES

In any service industry, employees form the core of an organization. The management of your organization understands the importance of its core resource and invests a significant portion of its time in engaging, developing and retention of employees. Your Company is committed to and has always maintained gender diversity & equality in the organization. The employee engagement platform is framed on the objective of inclusiveness. Your Company encourages participation of employees in social activities and provides a healthy work environment wherein every employee can develop his/her own strengths and deliver expertise to achieve the overall objective of the organization.

Industrial relations - Healthy, cordial, and harmonious industrial relations are being always maintained at all levels by your Company.

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DOMESTIC POWER TRADING

Your Company has completed another significant year of its operations. In this financial year, the company has maintained its leadership position in the industry despite several changes in the market. Company has sustained consistent performance by maintaining continuous interactions with customers and providing innovative solutions. Your Company remains the front-runner in the power trading market.

PTC achieved the trading volume of 70,610 MUs during 2022-23 against the previous years volume of 87,515 MUs. PTC achieved short-term trading volume of 37,697 MUs during 2022-23 (Previous year 51,934 MUs), which is due to reorientation of business model and ceding low margin power exchange volumes to avoid negative impact on cost of funds. Further, PTC has achieved long & medium-term trading volumes of 32,913 MUs against the previous years volume of 35,581 MUs, which is primarily due to maturity of Pilot Scheme-1 under medium term. PTC managed to retain its leadership position in terms of the overall trading volumes in the power trading market.

PTCs short term bilateral trade volumes were 8,198 MUs against the previous year figure of 7,300 MUs with a growth of 12.3% over previous year and power exchanges volumes during 2022-23 were 29,499 MUs against the previous year figure of 44,634 MUs.

PTC had sustained its presence in the portfolio management of power business for the utilities segment under various arrangements with government owned utilities. The arrangements mandate PTC for sale/purchase of power for the respective utilities under bilateral and power exchanges arrangements. PTC has also successfully ventured into the role of a holistic solutions provider by assisting utilities in their day to day demand – supply assessment, price forecasting, market assessment etc.

Long Term Agreements for Purchase of power

POWER PURCHASE AGREEMENTS

PTC has in its portfolio Long-term Power Purchase Agreements (PPAs) with the generators for a cumulative capacity of around 10 GW for further sale of power to Discoms which includes Cross-Border power trade and most of them are already tied-up. The projects are based on domestic coal, imported coal, gas, hydro and renewable energy resources.

AGREEMENTS FOR SALE OF POWER

Earlier, TANGEDCO appointed PTC as an aggregator for procurement of power under medium term for 5 years. In the current financial year, PTC has signed agreements with TANGEDCO and the Selected Bidder for 102 MW of power. The power supply commenced in the current financial year.

The Pilot Scheme-II is operational with a part quantum of 420 MW and the balance quantum is expected to get operational in the current financial year.

CROSS BORDER POWER TRADE

In the current year, Cross-border trade with Bhutan witnessed a volume of 6,993 MUs. As a part of bi-directional trade, PTC has helped to enhance Bhutans power trade transactions on Indian Power Exchange(s) and has supplied 318.8 MUs to Bhutan in FY 2022-23 during the winter months as against 240.1 MUs in the previous year.

In addition, PTC has a long term power purchase agreement in place for 118 MW Nikah Hydroelectric Project in Bhutan. Power has been tied up on long term basis with the Assam State Utility. The project is expected to be commissioned and commence power supply in the next financial year.

PTC has supplied a total of 1657 MUs in FY 2022-23 to BPDB under the Long-term contract for 200 MW capacity as against 413 MUs in the previous year. Cross-border transactions remain a vital part of our portfolio with a total volume of 8650 MUs as against 8283 MUs in the previous year and we expect to increase the transactions going forward.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

In view of the nature of activities that are being carried on by the Company, the provisions of the Companies (Accounts) Rules, 2014 concerning conservation of energy are not applicable to the Company however, the Company is committed towards conservation of energy and climate action.

(A) Foreign exchange earnings and Outgo:

Information about the foreign exchange earnings and outgo, as required to be given under Section 134(3) (m) of the Act read with sub rule 3 of Rule 8 of the Companies (Accounts) Rules, 2014, is given as follows:

S. No. Particulars	For the year ended 31.03.2023
1. Expenditure in Foreign Currency	INR 2.59 Cr.
2. Earning in Foreign Currency	INR 1052.65 Cr.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(1) and Rule 5(2)/ (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached to the Directors Report at Annexure 5.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL), ACT 2013

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

Internal Complaints Committee has been set up as required under Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, inter-alia, to redress complaints received regarding sexual harassment. All employees (permanent, Contractual, temporary, trainees) are covered under this policy. The Company has not received any sexual harassment complaints during the year 2021-22/2022-23.

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 the Regulators or Courts or Tribunals which impact the going concern status and Companys operations 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 the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM, with the Ministry of Corporate Affairs. During the period under review, the Company has transferred dividend of INR 26,68,070 which were unclaimed for seven years or more and lying in ‘Unpaid/ Unclaimed Dividend A/c for such period to IEPF account. Further, 32,865 equity shares, in respect of which said unclaimed dividend has been transferred to IEPF account, have also been transferred to the IEPF account.

iii) DEPOSITS

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

iv) COMPLIANCE WITH SECRETARIAL STANDARD ON BOARD AND GENERAL MEETINGS

During the period under review, the Company has complied with the Secretarial Standards 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 the following 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 any scheme.

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

Your Directors further state that there are no specific disclosures required under details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

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

CAUTIONARY STATEMENT

Statements in this "Directors Report" & "Management Discussion and Analysis" describing the Companys objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations including raw material/ fuel availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in the Government regulations, tax regimes, economic developments within India and the Countries in which the Company conducts business and other ancillary factors.

APPRECIATION AND ACKNOWLEDGEMENT

The directors take this opportunity to express their deep sense of gratitude to the Promoters, Shareholders, Central and State Governments and their departments, Regulators, Central Electricity Authority, banks and the local authorities for their continued guidance and support.

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

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

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

	For and on behalf of the Board
	Sd/-
	(Rajib Kumar Mishra)
Date: 12th August, 2023	Chairman & Managing Director
Place: New Delhi	DIN: 06836268