The Management of the Company (PFC) is pleased to present its Report on Industry scenario including Companys performance during the FY2023-24.
(A) INDUSTRY STRUCTURE AND DEVELOPMENT
The Indian power sector is one of the most diversified in the world. The entire electricity supply chain has undergone a phase of transformation in the process of advancing reforms in the sector.
The power sector in India is a crucial component of the countrys infrastructure and economic development.
It plays a pivotal role in supporting various industries, sustaining livelihoods, and powering the nations growth trajectory, providing fuel to power the rest of the economy.
India is the third-largest producer and consumer of electricity worldwide, after China, USA.
The Government of India plays a pivotal role in shaping and improving the power sector through policy formulation, regulatory oversight, infrastructure development, and financial support. Some initiatives by the Government to boost the Indian power sector are as below:
• The Union Cabinet has sanctioned the PM-Surya Ghar: Muft Bijli Yojana. This initiative, with a total budget of I75,021 crore (US $9 billion) aims to install rooftop solar systems and offer complimentary electricity of up to
300 units per month to one crore households.
• In the Budget for 2024, the governments power sector initiatives have been allocated funds that are 50% higher. Increased funds have been allocated to green hydrogen, solar power, and green-energy corridors in line with the renewable energy target for 2030.
• In the Union Budget 2022-23, the government allocated
I7,327 crore (US $885 million) for the solar power sector including grid, off-grid, and PM-KUSUM projects.
• Under the Union Budget 2022-23, the government announced the issuance of sovereign green bonds, as well as conferring infrastructure status to energy storage systems, including grid-scale battery systems.
• Production Linked Incentive Scheme (Tranche II) on
‘National Programme on High Efficiency Solar PV Modules, with an outlay of I19,500 crore (US $2.47 billion) was approved and launched.
• In 2023, the Government introduced the "Scheme for Viability Gap Funding (VGF) for development of Battery Energy Storage System (BESS)", with an initial outlay of I9,400 crore including a budgetary support of I3,760 crore. The scheme envisages development of 4,000 MWh of BESS projects by 2030-31, with a financial support of up to 40% of the capital cost as budgetary support in the form of Viability Gap Funding (VGF). The implementation of the scheme is expected to bring down the cost of battery storage systems increasing their viability.
• In FY 23, the Government announced the National Green Hydrogen Mission. The initial outlay for the Mission will be I19,744 crore, including an outlay of I17,490 crore for the SIGHT programme, I1,466 crore for pilot projects, I400 crore for R&D and I388 crore towards other Mission components. The mission among other objectives will support in development of green hydrogen production capacity of at least five MMT
(Million Metric Tonne) per annum with an associated renewable energy capacity addition of about 125 GW in the country.
• In order to meet Indias 500 GW renewable energy target and tackle the annual issue of coal demand supply mismatch, the Ministry of Power has identified
81 thermal units which will replace coal with renewable energy generation by 2026.
Generation Installed Capacity
India has made substantial strides in increasing its power generation capacity over the years. It has a diverse energy mix comprising coal, natural gas, hydroelectric, nuclear, and renewable sources like solar and wind. Coal-based power plants still dominate the sector, but theres a growing emphasis on renewables to address environmental concerns and energy security.
Indias power sector continues to witness significant growth in installed capacity across various energy sources. The total installed capacity as on March 31, 2024 was 4,41,970 MW.
Thermal is a major source of electricity generation in India, contributing around 55% (2,43,217 MW), followed by renewable energy sources (RES) around 33% (1,43,645 MW), hydro around 11% (46,928 MW) and nuclear around
2% (8,180 MW). The installed capacity stood at around 24% (1,07,669 MW) in state sector, around 52% (2,29,847 MW) in private sector and around 24% (1,04,453MW) in central sector.
Indias power installed capacity reflects a dynamic landscape. Continued efforts to diversify the energy mix, enhance efficiency, and address key challenges will be essential to meet the countrys growing energy needs while advancing towards a cleaner and more sustainable energy future.
India has emerged as one of the worlds leading renewable energy markets, with ambitious targets for capacity addition in solar, wind, and other renewable sources. Government initiatives such as the National Solar Mission and various state policies have incentivised renewable energy development, attracting investments and driving technological advancements.
The total fund requirement for generation capacity addition for the period 2022-2027 is estimated to be I14,54,188 crore and for the period 2027-2032 has been estimated to be I19,06,406 crore. The estimate of fund requirement for 2027-32 does not include advance action for the projects which may get commissioned after
March 31, 2032.
RE-Bundling
MoP, GoI notified the scheme for Flexibility in Generation and Scheduling of Thermal/Hydro Power Stations through bundling with Renewable energy and storage power, for bundling of cheaper Renewable Energy (RE) with costlier
Thermal Power, to promote Energy Transition and enable the beneficiary DISCOM achieve RPO at least costs while working towards NET Zero Emissions goal of 2070 by achieving target generation of 500 GW from non-Fossil fuels based sources. Our subsidiary, PFCCL has been nominated as Bid Process Coordinator by Ministry of Power for implementation of the scheme.
Transmission
Transmission plays a crucial role in the power sector, serving as the backbone of electricity delivery from generation sources to distribution networks and end consumers.
Transmission infrastructure comprises high-voltage transmission lines, substations, transformers, and associated equipment used to transmit electricity over long distances. India has an extensive transmission network spanning thousands of kilometers, connecting power generation facilities to load centres and ensuring the smooth flow of electricity across regions. During FY2023-24, 14,203 Ckms (Circuit km) of transmission lines have been added comprising of 2,119 Ckm of 765 kV, 6,088 Ckm of 400 kV and 5,996 Ckm of
220 kV.
MoP has initiated Tariff Based Competitive Bidding Process (TBCB) for development and strengthening of transmission system through private sector participation. MoP designated PFC Consulting Limited (A wholly-owned subsidiary of PFC Ltd.) as Bid Process Coordinator (BPC).
The objective is to develop transmission capacities in India and to bring in the potential investors after preliminary works like survey, route identification, etc. During the FY 2023-24, 16 SPVs established for development of transmission projects, has been transferred to the successful bidders selected through TBCB.
Indias transmission infrastructure is undergoing expansion and modernisation to cater to growing electricity demand, integrate renewable energy sources, and enhance grid reliability and resilience. Investments are being made in upgrading existing transmission lines, constructing new transmission corridors, and deploying smart grid technologies to enable real-time monitoring, remote operation, and predictive maintenance.
Distribution
The distribution sector is a critical component of Indias power industry, responsible for delivering electricity to homes, businesses, industries, and other consumers, efficiently, reliably, and affordably. It involves the operation of distribution networks, substations, transformers, and meters to manage the flow of electricity.
Distribution operations are primarily managed by distribution companies (DISCOMs) at the state level.
DISCOMs procure electricity from various sources, including power generators and traders, and distribute it to consumers within their respective jurisdictions. Some states have multiple DISCOMs, while others operate as single entities.
Distribution losses, comprising technical losses (due to resistance in wires and equipment) and commercial losses (resulting from theft, billing errors, and non-payment), are a significant concern in the distribution sector. High distribution losses reduce the financial viability of DISCOMs and contribute to financial distress in the power sector. Improving distribution efficiency through infrastructure upgrades, loss reduction measures, and revenue management strategies is critical for DISCOMs sustainability.
To improve the operational and financial health of
DISCOMs, the Government has been implementing various schemes like the Revamped Distribution Sector Scheme (RDSS), Late Payment Surcharge (LPS) scheme, Smart metering etc.
Revamped Distribution Sector Scheme (RDSS)
A Reforms-based and Results-linked, Distribution Sector Scheme has been formulated by Ministry of Power to improve the operational efficiencies and financial sustainability of DISCOMs.
The objectives of the Scheme are:
• to improve the quality, reliability and affordability of power supply to consumers through a financially sustainable and operationally efficient distribution sector;
• Reduce AT&C losses to pan-India levels of 12-15% by
2024-25 and Reduce ACS-ARR gap to zero by 2024-25.
PFC and its subsidiary REC Limited are the designated nodal agencies for operationalisation of the said scheme. The implementation period of the Scheme is 5 years (FY2021-22 to FY2025-26).
RDSS has an outlay of I3,03,758 crore with an estimated gross budgetary support from Central Government of
I97,631 crore.
Late Payment Surcharge Rule, 2022
Ministry of Power (MoP) vide Gazette Notification dated June 03, 2022, notified "The Electricity (Late Payment
Surcharge and Related Matters) Rules, 2022" (LPS Rules).
These rules provide a mechanism for settlement of outstanding dues of Generating Companies, Inter-State
Transmission Licensees and Electricity Trading Licensees. Power Finance Corporation Limited (PFC) has been designated by MoP, as the Nodal Agency for implementation of LPS Rules, 2022. PFC shall be responsible for all the activities related to implementation of the said Rules including regular review and monitoring. For operationalisation of Rules, PRAAPTI Portal
(developed and managed by PFC Consulting Ltd.) acts as an information portal wherein suppliers enter invoice details and Discoms update the corresponding payment amount to ensure invoice and payment tracking of power bills in the country. Based on the information available on PRAAPTI, regulations are imposed on defaulting Discoms as per LPS Rules, 2022 by Grid Controller of India Limited.
With the implementation of Electricity (LPS and Related
Matters) Rules, 2022, remarkable improvement has been seen in recovery of outstanding dues of Suppliers including
Generating Companies, Transmission Companies and
Traders. Against legacy dues of I1,39,947 crore as on June 03, 2022, 13 States/UTs have paid instalment of I1,00,724 crore (22 EMIs) up to May 2024 i.e. 72% of total legacy dues. Further, 20 States/ UTs reported to have no outstanding dues as on June 03, 2022. Now the legacy dues (overdues) have reduced from I1,39,947 crore to I39,223 crore and as on date there is no default in payment of instalments for legacy dues by States.
In view of provision of regulation under LPS Rules, 2022, the Distribution companies are paying their current dues in time. Since implementation of the rule, as on May 07,
2024, total bills amounting to I8,47,611 crore have been settled against total billed amount of I9,21,183 crore from
May 2022 (excluding EMI Payments against legacy dues and including Disputed Invoices).
Smart Metering
Our subsidiary, PFC Consulting Limited is handling projects on implementation of Advanced Metering Infrastructure (AMI) for State Discoms which includes procurement of
Smart Meters, AMI Communication System, Back-End IT System, Meter Data Management System (MDMS), integration of Head End System (HES) with MDMS and
MDMS with existing Discom applications, data analytics, capacity building of Discoms, Manpower, O&M of the complete system and handover of the System to Discoms. PFCCL is undertaking implementation of Smart Metering for about 6.58 lakh consumers in the following State/UT: i. Shimla & Dharamshala Towns of Himachal Pradesh for about 1.51 lakh consumers under IPDS Scheme of Govt. of India. The Smart Meters have been successfully commissioned and are in operation. ii. UT of Puducherry for about 4.07 lakh consumers under RDSS Scheme of Govt. of India
(B) OPPORTUNITIES & THREATS Opportunities
Last year, PFC added funding to Logistics and Infrastructure sectors to its business line, and is now a part of Indias accelerated infrastructure development by supporting projects critical to nations progress and large scale green field projects. Since receiving approval, PFC has already sanctioned I82,327 crore and disbursed I7,008 crore.
Your Company is the first Govt. NBFC which has established a wholly-owned subsidiary, PFC Infra Finance
IFSC Limited, in the International Financial Services Centre (IFSC) at GIFT City, Gujarat. This subsidiary has been setup as a Finance Company in IFSC. IFSC provides a unique platform to access global capital and expertise, which will enable your Company to provide even more efficient and innovative financing solutions to the clients. PFCs entry into the IFSC shall open up new business opportunities and establish its global presence. This Company will focus on providing financial solutions for infrastructure projects across various sectors, including renewable energy. It will unlock avenues in international lending space and help in taking PFCs brand global.
The long-term business strategy of PFC
• Grow lending by maintaining share in conventional sectors and expanding portfolio to emerging power sectors as well as infrastructure sectors.
• Adapt a paradigm shift in account management and customer experience principles by providing differentiated services, innovative products and re-imagining existing processes to cater to the changing customer mix.
• Optimise the cost of funds by increasing the share of 54EC bonds, institutionalising a dedicated team for sourcing MDB loans, re-imagining the hedging strategy and fine-tuning resource mobilisation process.
• Position to become the nodal agency for Net-Zero, to pursue immediate dispensations in the interim to lower the cost of funds.
• Re-purpose PFCCL to become a thought leader in the Net-Zero/new energy sectors and support PFC in the go-to-market activities in these sectors.
• Re-align organisation as per the key objectives of PFC.
• Tap new talent resources and revamp performance management system.
Threats, Risks & Concerns
Inspite of the fact that PFC is a very sound financial player in power sector, its business is not free from risks.
Keeping in view its nature of operations, the Company regularly identifies emerging risks and takes timely action to address and manage the same. The following are some of the risks and concerns faced by your Company:
Credit risk
Credit risk involves the risk of loss arising from the diminution in credit quality of a borrower along with the risk that the borrower will default on contractual repayments under a loan or an advance. Your Company follows a systematic institutional and project appraisal process to assess and mitigate credit risk. These processes include a detailed appraisal methodology, identification of risks and suitable structuring, of credit risk mitigation measures.
Liquidity risk
Liquidity risk primarily arises due to the maturity mismatch associated with assets and liabilities of the Company. Liquidity risk involves the inability of the Company to fund increase in assets, manage unplanned changes in funding sources and to meet obligations when required. It could require us to raise funds or liquidate assets on unfavourable terms. We manage liquidity risk through a mix of strategies, including forward-looking resource mobilisation based on projected disbursements and maturing obligations.
Foreign currency exchange risk
Foreign currency exchange risk involves exchange rate movements among currencies that may adversely impact the value of foreign currency-denominated assets, liabilities and off-balance sheet arrangements. Our foreign currency borrowings could expose us to foreign currency exchange rate risk. The foreign currency risk is managed by lending in foreign currency and through derivative products (such as currency forwards, options, principal only swaps, interest rate swaps and forward rate agreements) offered by banks who are authorised dealers.
Legal risk
Legal risk arises from the uncertainty of the enforceability of contracts relating to the obligations of our borrowers. This could be on account of delay in the process of enforcement or difficulty in the applicability of contractual obligations. We seek to minimise legal risk through legal documentation that is drafted to protect our interests to the greatest extent possible.
Interest rate risk
Interest rates are dynamic and dependent on various internal and external factors including cost of borrowing, liquidity in the market, competitors rates, movement of benchmarks such as AAA bond/GSEC yields and RBI policy changes. Changes in market interest rates will adversely affect the Companys financial condition. The primary interest rate-related risks that the Company faces are from timing differences. The interest rate risk is managed by the analysis of interest rate sensitivity gap statements and by evaluating the creation of assets and liabilities with a mix of fixed and floating interest rates.
Changes in legislation
PFC is a listed Government company and a public financial institution under the Companies Act. It is registered with the RBI as a non-deposit taking systemically important NBFC and was classified as an IFC in July
2010. As a result, various legislations are applicable to PFC like Companies Act, 2013, Securities and Exchange
Board of India Regulations, DPEs Guidelines for CPSEs,
RBI act and guidelines, Tax regulations etc. Changes in these legislations could affect our Companys results/ operations.
(C) SEGMENT–WISE OR PRODUCT-WISE PERFORMANCE
Companys main business is to provide financial assistance to the power and infrastructure sector and Company does not have any separate reportable segments.
(D) OUTLOOK
Your Company is a leading Non-Banking Financial Company
(NBFC) and Maharatna Central Public Sector Enterprise (CPSE). Established in 1986, it has played a critical role in developing core power related infrastructure in India. It has strong expertise in power sector as well as managing a large loan portfolio and large-scale resource mobilisation.
PFC is a critical vehicle for government to drive policy/ scheme implementation in the power sector and has been the nodal agency for various government schemes (e.g.
UMPP, RDSS/ IPDS/ (RAPDRP subsumed in it), Liquidity
Infusion Scheme (LIS) and Late Payment Surcharge
Scheme (LPS) and as a bid process coordinator through its wholly-owned subsidiary PFC Consulting Limited for the
ITP scheme.
PFC provides a comprehensive range of financial products and related advisory and other services from project conceptualisation to the post-commissioning stage to our clients in the power sector, including for generation
(conventional and renewable), transmission and distribution projects as well as for related renovation and modernisation projects. PFC provides various fund based financial assistance, including long-term project finance, short-term loans, buyers line of credit, underwriting of debt and debt refinancing schemes as well as non-fund based assistance including credit enhancement guarantees and letters of comfort. Your Company also provide various fee-based technical advisory and consultancy services for power sector projects through our wholly-owned subsidiary.
Over the years, PFC has always been on the forefront of innovation, be it funding emerging areas such as Solar,
Wind, EV etc. or tapping international markets through green bond. It has now added Logistics and Infrastructure funding also to its line of business which will form part of our future lending business going forward. PFC has also expanded its global footprint with presence in IFSC
GIFT City by establishing a wholly-owned subsidiary, PFC
Infra Finance IFSC Limited in Indias first International
Financial Services Centre (IFSC) in GIFT City Gujarat. This subsidiary has been setup as a Finance Company in IFSC. The subsidiary has been setup to support the energy transition journey and facilitate low cost funding for Indias power sector.
(E) INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Statutory Auditors of the Company i.e. Prem Gupta &
Company, Chartered Accountants and Chokshi & Chokshi LLP, Chartered Accountants have given their Report on the Internal Financial Controls stating that the Company has, in all material respects, an internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2024 based on internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.
PFC is an ISO certified Company. These stringent internal control processes and credit review mechanisms reduce the number of defaults and ultimately contribute in gaining the faith of all the stakeholders.
(F) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
Your Company continued to accomplish a healthy growth during the FY2023-24. The total income stood at I46,034 crore and the net profit earned wasI14,367 crore. Further, Net Worth (share capital plus all reserves) of the Company grew by 16% in FY2023-24 to I79,203 crore as compared to I68,202 crore in FY2022-23. The gross loan assets recorded a growth of 14%, I4,81,462 crore as at
March 31, 2024 from I4,22,498 crore as at March 31, 2023.
The net Debt Equity Ratio was 5.14 times in FY2023-24 as compared to 5.32 times in FY2022-23. The Operating Margin % has increased from 35.70% in FY2022-23 to 38.27% in FY2023-24 and the Net Profit Margin% has increased from 29.26% in FY2022-23 to 31.21% in FY2023-24.
In the preparation of financial statements, the Company has followed Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) with effect from April 01, 2018, issued by the Ministry of Corporate Affairs, to the extent applicable.
(G) ESG AT PFC
In FY 23, the Company outlined its vision for integrating
ESG principles into its core business operations. To achieve this, we established a dedicated ESG Department. Building on this commitment, this years annual report includes the first-ever, in-depth ESG section, detailing our initiatives across Environmental, Social and Governance factors.
(H) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT
Your Company focuses on capability building and takes various initiatives to significantly contribute in enhancing the skills and knowledge of our workforce in alignment with our organisational goals. An effective package of employee welfare measures which include comprehensive insurance, medical facilities and other amenities lead to a healthy and productive workforce. During the period, several employee related policies and facilities like TA rules, Promotion policy, Service rule etc. were reviewed and revised.
Your Company has put in place effective talent acquisition and retention practices, which are benchmarked with best corporate practices designed to meet the organisational needs. This apart from other strategic interventions leads to an effective management of Human Resources thereby ensuring high level of productivity. The Industrial
Relations within the Company have been very cordial and harmonious with the employees committing themselves entirely to the objectives of the Company. There were no man-days lost during the year under review. The attrition during the period from April 01, 2023 to March 31, 2024 was 0.75%. Total Number of employees on the rolls of the
Company as on March 31, 2024 was 545.
For more details on the HR related practices, kindly refer the ESG section.
(I) CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABLE DEVELOPMENT (CSR & SD)
Your Company, through its Corporate Social Responsibility and Sustainable Development initiatives, aims to become a socially responsible corporate entity committed to improving the quality of life of the society at large by undertaking projects for Sustainable Development, mainly focusing on fulfillment of Power and Energy needs of the society.
PFC has been implemented wide range of activities in the field of Environment Sustainability, Rural Development,
Rehabilitation and Reconstruction Activities, Healthcare, Education, Sports, Sanitation & Drinking water and Skill development & Livelihood etc. Further, as per DPEs mandate, PFC has also been contributed to thematic areas i.e. ‘Health & Nutrition.
For more details on the CSR related practices, kindly refer the ESG section.
(J) RENEWABLE AND CLEAN DEVELOPMENT MECHANISM
The growth of renewable energy sector in India is critical for ensuring energy security, environmental sustainability, economic growth, technological innovation, improved access to energy, reduced pollution, and global leadership in sustainable development. Investing in renewable energy is not only a strategic necessity but also a significant opportunity for India to achieve long-term sustainable growth.
The Ministries of Power and New & Renewable Energy have rolled out a slew of reforms to push mainstreaming of energy from green and sustainable sources and achieve the 500 GW target.
PFC has strategically increased its focus on renewable energy projects, including solar, wind, biomass and small hydro projects, to capitalise on the GoIs various renewable energy initiatives. Your Company is the largest Renewable energy financer in India, supporting 50 GW renewable capacity in the country amounting to 25% of Indias total non-fossil fuel based installed capacity. As on March 31, 2024, PFCs Gross Loan assets comprised of I60,208 crore in Renewable energy as compared to I48,198 crore as on March 31, 2023 registering a growth of 25%.
During FY2023-24, with an aim to position itself as the focal funding agency for energy transition, PFC executed various Memorandum of Understanding (MoU) amounting to more than 2.37 lakh crore with 20 companies both in public and private sector. These MoUs were signed with Solar, Wind Power, Green Hydrogen, Battery Storage,
Electric Vehicle companies as well as the manufacturers of green energy equipment among others in the clean energy space.
Cautionary Note
Certain statements in the "Management Discussion and Analysis" section may be forward-looking and are stated as required by applicable laws and regulations.
Many factors may affect the actual results, which could be different from what the Management envisages in terms of future performance and outlook. Readers are cautioned not to place undue reliance on these forward-looking statements.
Report on Corporate Governance
The essence of Corporate Governance is about maintaining the right balance between economic, social, individual and community goals. At PFC, good corporate governance is a way of life and the way we do our business, encompassing every days activities and is enshrined as a part of our way of working.
PFC is adhering to the best recognised Corporate Governance practices and continuously benchmarking itself against each such practice in our endeavour to meet the expectations of the stakeholders. Corporate Governance at PFC is managing the business in an ethical and responsible manner geared to sustainable value creation for stakeholders within the prevalent regulatory framework.
The Company believes in adopting the best practices that are followed in the area of Corporate Governance across the globe and has a strong legacy of fair, transparent and ethical governance practices. A report in line with all mandatory requirements for corporate governance as outlined by the Companies Act, 2013, ("the Act"), SEBIs Listing Obligations and Disclosure Requirements Regulations, 2015 ("SEBI LODR Regulations"), the Department of Public Enterprises Guidelines on Corporate Governance for Central Public Sector Enterprises ("DPE Guidelines") and the Institute of Company Secretaries of Indias Secretarial Standards ("Secretarial Standards") is given below as a part of the Directors Report along with a Certificate issued by a
Practicing Company Secretary regarding compliance with the provisions of Corporate Governance.
CORPORATE GOVERNANCE PHILOSOPHY OF PFC: Your Companys Corporate Governance philosophy is based on two core principles. These are: i. Management must have the executive freedom to drive the enterprise forward for sustainable growth without undue restraints; and ii. This freedom of management should be exercised within the framework of regulatory environment and effective accountability.
Your Companys corporate structure, conduct of business and disclosure practices have been accordingly aligned to its Corporate Governance Philosophy.
The Company firmly endorses the principles of governing disclosures and obligations as provided in Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as guiding force. The Company has ensured compliance with the objectives of ‘the principles of Corporate Governance stated under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
1. BOARD OF DIRECTORS
The Board of Directors of your Company provides leadership, objective judgement and strategic guidance to the Company. It reflects an appropriate mix of knowledge, skills, experience, diversity and independence. The Board Charter can be said to be governed within the framework set out in the Companies Act, Memorandum of Association, Articles of Association of the Company, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and internal codes/procedures of the Company etc. It reviews corporate policies, overall performance, accounting and reporting standards and other significant areas of management, corporate governance and regulatory compliance. Your Companys Board consists of eminent individuals with diverse experience and expertise.
Composition
PFC is a Government Company within the meaning of Section 2 (45) of the Companies Act, 2013 as the President of India as on March 31, 2024 holds 55.99% of the total paid-up share capital of the Company and as per Articles of Association of the Company, the power to appoint Directors vests in the President of India. Further, in terms of Articles of Association of the Company, the number of Directors of the Company shall not be less than three and not more than fifteen.
During the FY2023-24, the following changes took place in the composition of the Board of Directors of the Company:-(i) Consequent upon reaching the age of superannuation,
Shri Ravinder Singh Dhillon, Chairman and Managing
Director, ceased to be a Member of the Board w.e.f.
June 01, 2023.
(ii) Smt. Parminder Chopra, Director (Finance) was given the additional charge of Chairman and Managing Director by Ministry of Power, Government of India w.e.f. June 01, 2023.
(iii) Consequent upon appointment by Ministry of Power, Government of India, Smt. Parminder Chopra assumed the charge of Chairman and Managing Director w.e.f. August 14, 2023.
(iv) Smt. Parminder Chopra, Chairman and Managing
Director was given the additional charge of Director (Finance) by Ministry of Power, Government of India w.e.f. August 14, 2023.
As on March 31, 2024 the Companys Board comprised of seven Directors which includes three Whole Time
Functional Directors, one Part Time Government
Nominee Director and three Non-Official Part Time
(Independent) Directors, including one Independent
Women Director. During the FY2023-24, the composition of the Board of Directors was not in conformity with the provisions of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has been requesting
Ministry of Power, Government of India, the appointing authority, to expedite appointment of the requisite number of Independent Directors on the Board of the
Company to enable the Company to comply with the applicable provisions.
The composition of Board of Directors as on March 31, 2024 was as follows:
Whole Time Directors |
|
| i) Smt. Parminder Chopra | Chairman and Managing Director, |
| Chief Executive Officer and Key | |
| Managerial Personnel Additional | |
| Charge Director (Finance), Chief | |
| Financial # | |
| ii) Shri Rajiv Ranjan Jha | Director (Projects) and Key |
| Managerial Personnel | |
| iii) Shri Manoj Sharma | Director (Commercial) and Key |
| Managerial Personnel | |
Government Nominee Director |
|
| iv) Shri Ajay Tewari | Director (Government Nominee) |
Non-Official Part Time (Independent) Director |
|
| v) Shri Bhaskar | Independent Director |
| Bhattacharya | |
| vi) Smt. Usha Sajeev Nair | Independent Director |
| vii) Shri Prasanna Tantri | Independent Director |
# CFO up to 13.08.2023 and again appointed w.e.f. 08.11.2023 up to
14.05.2024.
Subsequently, Shri Shashank Misra, Joint Secretary,
Ministry of Power joined as Government Nominee Director on the board of the Company w.e.f June 25, 2024 vice Shri. Ajay Tewari. Additional Secretary, Ministry of Power. Further, Shri. Sandeep Kumar was appointed, as Director (Finance) w.e.f July 11, 2024 by Ministry of Power. He was also appointed the CFO of the Company by the Board of Director of w.e.f May 15, 2024.
Pursuant to RBIs Master Direction, PFC Formulated a Fit and Proper Policy for ascertaining the fit and proper status of the Directors of the Company. The Nomination and
Remuneration Committee of the Company has in terms of the said policy ascertained all the Members on the Board of the Company as fit and proper for the FY2023-24.
Further, pursuant to the requirements under Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your
Company has obtained a certificate from a Practicing Company Secretary that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Company by the Board/Ministry of Corporate Affairs or any such statutory authority. A copy of the same is annexed herewith.
Key skills, expertise, competencies and attributes of the Board
Being a Government Company, the power to appoint
Functional/Official Part-time Directors/Non-Official Part-time Directors (Independent Directors) vests with the
President of India, acting through the administrative ministry. The Ministry of Power ensures that the Directors appointed to the Board of the Company have the requisite skills and expertise in the areas required to conduct the affairs of the Company. Brief profiles of the Directors which include their qualification and experience are mentioned in the Annual Report.
The Board has identified the following skills/expertise/ competencies fundamental for the effective functioning of the Company, which are available with the Board:
• Financial Management
• Power Sector Domain Expertise
• Project Appraisal
• Legal
• Corporate Planning & Strategy
• Risk Management
• Leadership
• Environmental & Social Concern
• Board Practices & Governance
• Business Development
Matrix providing the Skills/ Expertise/ Competence of the members of the Board:
KEY QUALIFICATIONS OF THE BOARD |
|||||||||
Area of expertise |
|||||||||
Name of the Director |
Financial manage- ment | Power sector domain expertise | Legal | Project appraisal | Corporate planning & Strategy | Risk Manage- ment | Leadership | Board practices & Governance | Environment & Social |
| Smt. Parminder Chopra | ? | ? | ? | ? | ? | ? | ? | ? | ? |
| Shri Rajiv Ranjan Jha | ? | ? | ? | ? | ? | ? | ? | ? | ? |
| Shri Manoj Sharma | ? | ? | ? | ? | ? | ? | ? | ? | ? |
| Shri Ajay Tewari | ? | ? | ? | ? | ? | ? | ? | ? | ? |
| Shri Bhaskar Bhattacharya | ? | ? | ? | ? | ? | ? | ? | ||
| Smt. Usha Sajeev Nair | ? | ? | ? | ? | ? | ? | |||
| Shri Prasanna Tantri | ? | ? | ? | ? | ? | ? | |||
The absence of tick mark against a members name, does not necessarily mean that the said member does not possess the corresponding skill or
Expertise.
Board Meetings
The meetings of the Board are generally held at the registered office of the Company and are scheduled well in advance. The Board of PFC meets regularly. The meetings of Board are governed by a structured agenda and any member of the Board is free to recommend inclusion of any subject matter in the agenda for deliberations.
Detailed agenda papers including explanatory notes are circulated in advance on all major issues to facilitate the Board to take well-informed and independent decisions. Your Company follows Secretarial Standard-1 on Meetings of the Board of Directors as issued by Institute of Company Secretaries of India in its true letter and spirit.
During the year under review, the Board met Sixteen (16) times on the following dates:
(i) May 09, 2023 (ii) May 27, 2023 (iii) May 30, 2023 (iv) July 03, 2023 (v) August 11, 2023 (vi) August 19, 2023 (vii) September 12, 2023 (viii) September 28, 2023 (ix) November 08, 2023 (x) January 04, 2024 (xi) January 12, 2024 (xii) February 08, 2024 (xiii) February 06, 2024 (xiv) February 29, 2024 (xv) March 11, 2024 & (xvi) March 22, 2024
Annual General Meeting
The last Annual General Meeting of the Company was held on September 12, 2023.
Directors attendance (physical presence/through video conferencing) at the Board Meetings held during the FY2023-24 and at the last Annual General Meeting, number of directorships in other companies and Membership/Chairmanship in the committees of other companies of the Members of the Board etc. are as follows:
Name and Designation |
Board Meetings |
No of other Directorships as on March 31, | Chairmanship/Membership in the committees of other companies as on March 31, 2024** |
Attendance at the last AGM held on September 12, | ||
| Held during the tenure | Attended | 2024* | Member |
Chairman | 2023 | |
Smt. Parminder Chopra |
11 | 11 | 2 | 1$ | Nil | Present |
| CMD & Addl. charge Director (Finance) | ||||||
| (w.e.f. 14.08.2023) | ||||||
Director (Finance) & Addl. charge CMD |
2 | 2 | NA | |||
| (w.e.f. 01.06.2023 to 13.08.2023) | ||||||
Director (Finance) (up to 30.05.2023) |
3 | 3 | NA | |||
Shri R. S. Dhillon |
3 | 3 | Superannuated w.e.f. 01.06.2023 |
|||
| CMD(up to 30.05.2023) | ||||||
Shri Rajiv Ranjan Jha |
16 | 16 | 6#b | 2 | Nil | Present |
| Director (Projects) | ||||||
Shri Manoj Sharma |
16 | 15 | 7#a | 2 | Nil | Present |
| Director (Commercial) | ||||||
Shri Ajay Tewari |
16 | 12 | 3#c | Nil | Nil | Present |
| Director (Government Nominee) | ||||||
Shri Bhaskar Bhattacharya |
16 | 16 | Nil | 1 | Nil | Present |
| Independent Director | ||||||
Smt. Usha Sajeev Nair |
16 | 16 | Nil | Nil | 1 | Present |
| Independent Director | ||||||
Shri Prasanna Tantri |
16 | 16 | Nil | Nil | 1 | Present |
| Independent Director | ||||||
$ By virtue of holding Additional Charge of Director (Finance).
* Does not include Directorship in Private Companies, Section 8 Companies under the Companies Act, 2013 and Foreign Companies.
** Does not include Chairmanship/Membership in Board Committees other than Audit Committee and Shareholders/Investors Grievance
Committee.
Details of Directorship in Listed Entities: #a Nominee Director of PFC in REC Limited #b Nominee Director of PFC in PTC India Limited
#c Government Nominee Director in SJVN Limited & THDC India Limited
None of the Directors on the Board is a member of more than 10 Committees and Chairman of more than 5 Committees, across all the companies in which he/she is a Director. None of the Directors of the Company are in any way related to each other.
Separate Meeting of Independent Directors
Two Separate Meetings of Independent Directors was held on September 30, 2023 and March 13, 2024 & March 15,
2024 (Adjourned) in terms of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Schedule IV of Companies Act, 2013 and as per the Guidelines issued by DPE on Role & Responsibilities of Non-Official Directors (Independent Directors) of CPSEs. All the Independent
Directors attended the said Meeting.
Declaration by Independent Director
The Independent Directors in the first meeting of the Board, of the FY2023-24 held on May 09, 2023, gave a declaration that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013, Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and DPEs Guidelines on Corporate Governance for CPSEs.
Further, all the Independent Directors in the first meeting of the Board of the FY2024-25 held on April 15, 2024 gave a declaration that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013, Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and DPEs Guidelines on Corporate Governance for CPSEs. The Board of Directors in the said meeting confirmed that the Independent Directors of the Company fulfill the conditions specified in Companies Act, 2013, Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and DPEs Guidelines on Corporate Governance for CPSEs and are independent of the management. No Independent Director has resigned during the FY2023-24.
Familiarisation programme for Independent Directors
The details of familiarisation programmes imparted to Independent Directors are displayed on the Companys website after completion of the programme. The details posted on the website can be accessed by following the web link given hereunder: https://pfcindia.com/ensite/DocumentRepository/ ckfinder/files/Investors/Equities/
Disclosure/04012024/Disclosure%20under%20
Regulation%2046%20(2)%20(i)%20of%20SEBIHR. pdf
2. BOARD LEVEL COMMITTEES
The Committees constituted by the Board focus on specific areas and take informed decisions within framework designed by the Board and make specific recommendations to the Board on matters in their areas or purview. To enable better and more focused attention on the affairs of the Company, the Board has delegated particular matters to the Committees of the Board set up for the purpose.
As on March 31, 2024, the Board had the following Committees:-i) Audit Committee of Directors ii) Nomination and Remuneration Committee iii) Stakeholder Relationship and Shareholders/ Investors Grievance Committee iv) Board Level Risk Management Committee v) CSR & Sustainable Development Committee of Directors vi) HR Committee vii) Investment Committee of Directors viii) Board Level IT Strategy Committee ix) ALM Committee of Functional Directors
2.1 Audit Committee of Directors
As per the requirements under the Companies Act, DPEs Guidelines on Corporate Governance for CPSEs, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and RBIs Corporate Governance norms, the Board of Directors of the Company has constituted an Audit Committee of Directors.
As on March 31, 2024, the Audit Committee comprised of the following:
Sr. No. Name of Member |
Designation |
| 1. Shri Prasanna Tantri, Independent | Chairman |
| Director | |
| 2. Shri Bhaskar Bhattacharya, Independent | Member |
| Director | |
| 3. Shri Rajiv Ranjan Jha, Director (Projects) | Member |
The role, terms of reference, scope and authority of Audit
Committee are as provided under the relevant provisions of Companies Act, DPEs Guidelines on Corporate Governance for CPSEs, Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and RBIs Corporate Governance norms. The meetings of the committee, during the year, were chaired by an Independent Director.
During the FY2023-24, Seven (7) meetings of the Audit
Committee were held i.e. (i) May 27, 2023 (ii) August 11, 2023 (iii) September 27, 2023 (iv) November 08, 2023 (v) January 04, 2024 (vi) February 08, 2024 &
(vii) February 16, 2024.
The details of the meetings attended (physical presence/ through video conferencing) by members during the FY2023-24 are as follows:
No. of Meetings |
|||
Sr. No. Name of Member |
Designation | Held during the tenure | Attended |
| 1. Shri Prasanna Tantri | Chairman | 7 | 7 |
| 2. Shri Bhaskar | Member | 7 | 7 |
| Bhattacharya | |||
| 3. Shri Rajiv Ranjan Jha | Member | 7 | 7 |
Director (Finance) and Director (Commercial) are the permanent invitees to the meetings of the said committee. Further, the head of Internal Audit, Independent Internal Auditors and representative of the Statutory Auditor(s) were invited to the Audit Committee Meetings for interacting with the Members of the Committee as and when required. The Company Secretary continued to be the Secretary to the Committee.
2.2 Nomination and Remuneration Committee
Your Company is a Central Public Sector Undertaking, and accordingly the appointment of CMD & Directors and fixation of their remuneration are decided by President of India in terms of the Articles of Association of the
Company. However, your Company has constituted a Nomination and Remuneration Committee pursuant to the provisions of the Companies Act, 2013, DPEs Guidelines on Corporate Governance for CPSEs, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and RBIs
Corporate Governance norms.
As on March 31, 2024 the Nomination and Remuneration
Committee comprised of the following:
Sr. No. Name of Member |
Designation |
| 1. Smt. Usha Sajeev Nair, Independent | Chairperson |
| Director | |
| 2. Shri Bhaskar Bhattacharya, Independent | Member |
| Director | |
| 3. Shri Prasanna Tantri, Independent | Member |
| Director |
Director (Finance), Director (Projects) and Director
(Commercial) are permanent invitees to the meetings of the said committee. The Company Secretary acts as the Secretary to the Committee.
The Role and Terms of Reference of the Nomination and
Remuneration Committee are as provided under the relevant provisions of Companies Act, DPEs Guidelines on Corporate Governance for CPSEs, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and RBIs Corporate
Governance norms.
During the FY2023-24, Five (5) meetings of the
Nomination and Remuneration Committee were held i.e. (i) May 09, 2023 (ii) May 27, 2023 (iii) August 19, 2023
(iv) November 08, 2023 & (v) February 16, 2024. The detail of the meeting attended (physical presence/ through video conferencing) by members during the FY2023-24 is as follows:
| h | No. of Meetings |
||
Sr. No. Name of Member |
Designation | Held during the tenure | Attended |
| 1. Smt. Usha Sajeev Nair | Chairperson | 5 | 5 |
| 2. Shri Bhaskar | Member | 5 | 5 |
| Bhattacharya | |||
| 3. Shri Prasanna Tantri | Member | 5 | 5 |
Remuneration Policy
Your Company is a Central Public Sector Undertaking in which all members of the Board are appointed by the President of India through the administrative ministry i.e. Ministry of Power, Government of India, which, inter alia, fixes the remuneration of such Whole Time Directors through their respective appointment orders/pay fixation orders. The appointment and remuneration of other employees of the Company is done as per the DPE guidelines. The members of the Board, apart from receiving Directors remuneration, in case of CMD and Whole Time Directors, do not have any material pecuniary relationship or transaction with the Company, its promoters or its subsidiary, which in the judgement of Board may affect independence of judgement of Directors. PFC being a Government Company, the evaluation of performance of all the members of the Board including Independent Directors is undertaken by administrative ministry i.e. Ministry of Power, Government of India.
The Ministry of Corporate Affairs (MCA) vide its notification dated June 05, 2015 has inter alia exempted the Government Companies in case the Directors are evaluated by the Ministry or Department of the Central Government which is administratively in charge of the Company, as per its own evaluation methodology. Accordingly, PFC being a Government company is exempted in terms of above notification as the evaluation of performance of all the members of the Board including
Independent Directors is undertaken by administrative ministry i.e. Ministry of Power, Government of India. Further, MCA vide Notification dated July 05, 2017 prescribed that the provisions relating to review of performance of Independent Directors and evaluation mechanism, prescribed in Schedule IV of the Companies
Act, 2013, is also not applicable to Government Companies. However, the said requirements are still not exempted under the SEBI (Listing Obligation & Disclosures
Requirements) Regulations, 2015 for Government Companies. Accordingly, a draft evaluation policy has been referred to Ministry of Power seeking guidance in the matter, who has in turn further referred the said draft policy to the CPSE policy division for further examination. In the meantime, till the response from Ministry is received, the Independent Directors in their Separate Meeting held on March 13, 2024 & March 15, 2024 (Adjourned) evaluated the performance of Non-Independent Directors including the Chairman for the FY2023-24.
Remuneration of Whole Time Directors
The remuneration paid to whole time directors including the Chairman & Managing Director was as per the terms and conditions of their appointment.
Details of remuneration of Whole Time Directors of the Company during FY2023-24 are given below:
Name of the Director |
Salary (I) | Benefits ( I) | Bonus/ Commission ex-gratia (I) | Performance linked incentives (I) | Stock Options (I) | Total (I) | Number of shares held as on March 31, 2024 |
| Smt. Parminder Chopra | 47,98,055 | 20,07,346 | 0 | 33,77,949 | 0 | 1,01,83,350 | 2,500 |
| Shri Rajiv Ranjan Jha | 50,57,029 | 17,13,731 | 0 | 36,17,890 | 0 | 1,03,88,650 | 20,005 |
| Shri Manoj Sharma | 47,89,794 | 15,20,212 | 0 | 33,05,369 | 0 | 96,15,375 | 0 |
| Shri Ravinder Singh Dhillon | 65,36,032 | 7,06,260 | 0 | 29,36,644 | 0 | 1,01,78,936 | NA |
Notes:
1. Salary & Allowances have been considered on paid basis for the period working in capacity of Director.
2. Above information does not include Lease Rent, Non-Taxable allowances & Perquisites, Non-Taxable Medical reimbursement,
Contribution to Superannuation Benefits except Employers contribution towards NPS.etc.
3. The performance linked incentives are paid as per the Performance Related Pay (PRP) System of the Company. 4. The appointment of Directors and terms of appointment including remuneration, notice period, severance fees, if any etc. are decided by President of India.
5. Shri Ravinder Singh Dhillon superannuated w.e.f. 01.06.2023.
Remuneration of Non-Executive Directors/ Independent and Government Nominee Directors
The Independent & Government Nominee Directors do not have any material pecuniary relationship or transactions with the Company. However, the Independent Directors were paid the sitting fees i.e. I40,000/- for attending each Meeting of the Board of Directors and I30,000/- for attending each Meeting of Committee of Directors.
Government Nominee Director is not entitled to any remuneration or sitting fee from the Company.
As on March 31, 2024 , Shri Prasanna Tantri, Independent Director, Shri Bhaskar Bhattacharya, Independent Director, Smt. Usha Sajeev Nair, Independent Director and Shri Ajay Tewari, Government Nominee Director held nil shares in the Company.
Senior management
Shri Manish Kumar Agarwal was appointed as Compliance officer & Company Secretary and is designated as Key Managerial Personnel w.e.f. May 01, 2023 vice Shri Manohar Balwani who on attaining the age of superannuation ceased to be the Company Secretary of the Company w.e.f.
May 01, 2023. a) The details of senior management personnel as on March 31, 2024 are as follows:
Sr. No. |
Employee Name |
Designation |
| 1. | Sandeep Kumar | Executive Director |
| 2. | Pranab Kumar Sinha | Executive Director |
| 3. | Saurav Kumar Shah | Executive Director |
| 4. | Manoj Kumar Rana | Executive Director |
| 5. | Raj Kumar Malhotra | Executive Director |
| 6. | Rajeev Kumar Chaturvedi | Executive Director |
| 7. | Packirisamy V. | Executive Director |
| 8. | Rajesh Kumar Shahi | Executive Director |
| 9. | Ali Shah | Executive Director |
| 10. | Sanjay Sharma | Chief Risk Officer (CRO), |
| Executive Director | ||
| 11. | Hemant Kumar Das | Executive Director |
| 12. | Pawan Kumar | Chief Compliance Officer |
| (CCO), Executive Director | ||
| 13. | Shunmuga Sundaram | Executive Director |
| Palanivel | ||
| 14. | Manish Kumar Agarwal | Compliance Officer and |
| Company Secretary, Key | ||
| Managerial Personnel |
b) The details of changes in senior management personnel during FY2023-24 are as follows:
Sr. No. |
Employee Name | Designation | Remarks |
| 1. | Rajesh Kumar Bhardwaj | Executive Director | Superannuated |
| 2. | Virendra Kumar Jain | Executive Director | Superannuated |
| 3. | Samidha Jain | Executive Director | Superannuated |
| 4. | Manohar Balwani | Executive Director | Superannuated |
| 5. | Sanjay Mehrotra | Executive Director | Lien |
2.3 Stakeholder Relationship and Shareholders/ Investors Grievance Committee
The Company has set up a Stakeholders Relationship and Shareholders/Investors Grievance Committee to look into the redressal of the complaints of investors as per the requirement of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 to looks into various aspects of interest of shareholders of the Company, specifically into the redressal of requests, complaints or grievances from various security holders including shareholders and debenture holders, such as non-receipt of dividend credit/ warrants, non-receipt of interest on debentures etc.
As on March 31, 2024 the Stakeholders Relationship and
Shareholders/Investors Grievance Committee comprised of the following:
Sr. No. |
Name of the Members |
Designation |
| 1. | Smt. Usha Sajeev Nair, Independent | Chairperson |
| Director | ||
| 2. | Smt. Parminder Chopra, Additional | Member |
| Charge Director (Finance) | ||
| 3. | Shri Rajiv Ranjan Jha, Director ( Projects) | Member |
During the FY2023-24, Four (4) meetings of the Stakeholder Relationship and Shareholders/Investors
Grievance Committee were held i.e. (i) May 30, 2023 (ii) August 10, 2023 (iii) November 09, 2023 & (iv) February 08, 2024
The detail of the meeting attended (physical presence/ through video conferencing) by members during the FY2023-24 is as follows:
No. of Meetings |
||||
Sr. No. |
Name of Member |
Designation | Held during the tenure | Attended |
| 1. | Smt. Usha Sajeev | Chairperson | 4 | 4 |
| Nair | ||||
| 2. | Smt Parminder | Member | 4 | 1* |
| Chopra | ||||
| 3. | Shri Rajiv Ranjan Jha | Member | 4 | 3 |
* Director (Finance) is the member of the sub-committee. Meeting not attended by virtue of holding fulltime/additional charge of CMD along with charge of Director (Finance).
Information on investor complaints for the year ended March 31, 2024 is as follows:
Particulars |
Equity | Bonds |
| Pending at the beginning of the year | 8 | 0 |
| Received during the year | 1,897 | 15 |
| Disposed off during the year | 1,900 | 15 |
| Lying unresolved at the end of the year | 5* | 0 |
* Complaints received at the end of quarter, were subsequently resolved by April 05, 2024.
2.4 Board Level Risk Management Committee
The Board of Directors constituted a Board Level Risk
Management Committee to monitor and review the risk management plan of the Company and to make recommendations to the Board of Directors for taking up various risk management activities.
As on March 31, 2024 the Board Level Risk Management
Committee comprised of the following:
Sr. No. |
Name of the Members |
Designation |
| 1. | Smt. Parminder Chopra, CMD and | Chairperson |
| Additional Charge Director (Finance) | ||
| 2. | Shri Bhaskar Bhattacharya, Independent | Member |
| Director | ||
| 3. | Shri Rajiv Ranjan Jha, Director (Projects) | Member |
| 4. | Shri Manoj Sharma, Director (Commercial) | Member |
During the FY2023-24, three (3) meetings of the Board
Level Risk Management Committee were held on (i) June 09, 2023 (ii) November 09, 2023 & (iii) January 04, 2024.
The detail of the meetings attended (physical presence/ through video conferencing) by members during the FY2023-24 is as follows:
No. of Meetings |
|||
Sr. No. Name of Member |
Designation | Held during the tenure | Attended |
| 1. Smt. Parminder | Chairperson | 3 | 3 |
| Chopra | |||
| 2. Shri Bhaskar | Member | 3 | 3 |
| Bhattacharya | |||
| 3. Shri Rajiv Ranjan Jha | Member | 3 | 2 |
| 4. Shri Manoj Sharma | Member | 3 | 3 |
Chief Risk Officer (CRO) is a Permanent Invitee to all the meetings of Board Level Risk Management Committee.
2.5 CSR & Sustainable Development Committee
CSR & Sustainable Development Committee has been constituted to give direction to the CSR and SD activities of the Company and to make recommendations to the Board of Directors for taking up various CSR & SD projects.
As on March 31, 2024, the CSR & Sustainable Development
Committee comprised of the following:
Sr. No. |
Name of the Members |
Designation |
| 1. | Shri Prasanna Tantri, Independent | Chairman |
| Director | ||
| 2. | Smt. Usha Sajeev Nair, Independent | Member |
| Director | ||
| 3. | Smt. Parminder Chopra, Additional | Member |
| Charge Director (Finance) | ||
| 4. | Shri Rajiv Ranjan Jha, Director (Projects) | Member |
| 5. | Shri Manoj Sharma, Director (Commercial) | Member |
During the FY2023-24, Nine (9) meetings of the CSR & Sustainable Development Committee of Directors were held on (i) August 10, 2023 & August 11, 2023 (Adjourned) (ii) September 11, 2023 (iii) October 20, 2023 (iv) November 08, 2023 (v) January 04, 2024 (vi) January 12, 2024 (vii) February 16, 2024 (viii) February 28, 2024 & (ix) March 22, 2024.
The detail of the meetings attended (physical presence/ through video conferencing) by members during the FY2023-24 is as follows:
No. of Meetings |
||||
Sr. No. |
Name of Member |
Designation | Held during the tenure | Attended |
| 1. | Shri Prasanna Tantri | Chairman | 9 | 9 |
| 2. | Smt Usha Sajeev Nair | Member | 9 | 9 |
| 3. | Smt Parminder | Member | 9 | 2* |
| Chopra | ||||
| 4. | Shri Rajiv Ranjan Jha | Member | 9 | 8 |
| 5. | Shri Manoj Sharma | Member | 9 | 9 |
* Director (Finance) is the member of the sub-committee. Meeting not attended by virtue of holding fulltime/additional charge of CMD along with charge of Director (Finance).
2.6 Investment Committee of Directors
The Investment Committee of Directors has been constituted for approving equity investment in IPOs of
Central Power Sector Undertakings and also other related matters like exit/sale decisions, the number of shares to be applied through IPO, individual investment limit in each company on case to case basis, etc.
As on March 31, 2024 the Investment Committee of Directors comprised of the following:
Sr. No. |
Name of the Members |
Designation |
| 1. | Smt. Parminder Chopra, CMD & Additional | Chairperson |
| Charge Director (Finance) | ||
| 2. | Smt. Usha Sajeev Nair, Independent Director | Member |
| 3. | Shri Rajiv Ranjan Jha, Director (Projects) | Member |
| 4. | Shri Manoj Sharma, Director (Commercial) | Member |
During the FY2023-24, one (1) meetings of the Investment Committee of Directors was held on January 04, 2024. The detail of the meetings attended (physical presence/ through video conferencing) by members during the FY2023-24 is as follows:
No. of Meetings |
||||
Sr. No. |
Name of Member |
Designation | Held during the tenure | Attended |
| 1. | Smt. Parminder | Chairperson | 1 | 1 |
| Chopra | ||||
| 2. | Smt. Usha Sajeev Nair | Member | 1 | 1 |
| 3. | Shri Rajiv Ranjan Jha | Member | 1 | Nil |
| 4. | Shri Manoj Sharma | Member | 1 | 1 |
2.7 HR Committee
HR Committee has been constituted to consider and submit their recommendations to the Board of Directors on all HR related matters before they are submitted to the Board for approval.
As on March 31, 2024, the HR Committee comprised of the following:
Name |
Designation |
| Shri Manoj Sharma, Director (Commercial) | Chairman |
| Smt. Parminder Chopra, Additional Charge | Member |
| Director (Finance) | |
| Shri Rajiv Ranjan Jha, Director (Projects) | Member |
During the FY2023-24, two (2) meetings of the HR Committee was held on (i) June 30, 2023 & (ii) November 07, 2023. The detail of the meetings attended (physical presence/ through video conferencing) by members during the FY2023-24 is as follows:
No. of Meetings |
|||
Name of Member |
Designation | Held during the tenure | Attended |
| Shri Manoj Sharma | Chairman | 2 | 2 |
| Smt. Parminder Chopra | Member | 2 | 0* |
| Shri Rajiv Ranjan Jha | Member | 2 | 2 |
* Director (Finance) is the member of the sub-committee. Meeting not attended by virtue of holding fulltime/additional charge of CMD along with charge of Director (Finance).
2.8 Board Level IT Strategy Committee
Pursuant to RBls Master Directions for Information
Technology Governance, Risk, Controls and Assurance
Practices, the Board of Directors of the Company constituted the Board Level IT Strategy Committee w.e.f. March 22, 2024 in place of IT Strategy Committee.
As on March 31, 2024, the Board Level IT Strategy
Committee comprised of the following:
Sr. No. |
Name of the Members |
Designation |
| 1. | Shri Bhaskar Bhattacharya, Independent | Chairman |
| Director | ||
| 2. | Smt. Parminder Chopra, Additional Charge | Member |
| Director (Finance) | ||
| 3. | Shri Rajiv Ranjan Jha, Director (Projects) | Member |
| 4. | Shri. Manoj Sharma, Director (Commercial) | Member |
During the FY2023-24, nil meetings of the Board Level IT
Strategy Committee were held.
Chief Information Security Officer (CISO) is the Permanent Invitee to all the meetings of Board Level IT Strategy
Committee. Company Secretary shall act as the Secretary to the Committee.
2.9 ALM Committee of Functional Directors
ALM Committee of Functional Directors has been constituted as per PFCs Asset Liability Management Policy formulated in line with the RBIs guidelines. As on March 31, 2024 the ALM Committee of Functional Directors comprised of the following:
Name |
Designation |
| Smt. Parminder Chopra, Additional Charge | Chairperson |
| Director (Finance) | |
| Shri Rajiv Ranjan Jha, Director (Projects) | Member |
During the FY2023-24, one (1) meeting of the ALM Committee of Functional Directors was held on March
29, 2024.
The detail of the meeting attended by members during the FY2023-24 is as follows:
No. of Meetings |
|||
Name of Member |
Designation | Held during the tenure | Attended |
| Smt. Parminder Chopra | Chairperson | 1 | 1 |
| Shri Rajiv Ranjan Jha | Member | 1 | 1 |
3. BONUS ISSUE COMMITTEE OF FUNCTIONAL DIRECTORS
The Board in its meeting held on August 11, 2023 had constituted a Bonus Issue Committee for deciding/ approving the allotment of bonus shares and deal with related matters thereto. The Bonus shares were allotted to shareholders on September 22, 2023 and admitted for trading on stock exchanges on October 05, 2023.
4. GENERAL BODY MEETING a) The details of the last three Annual General Meetings of the Company are as under:
AGM |
Date | Day | Time | Venue | Special Resolution Passed |
35th |
September 21, 2021 | Tuesday | 12:30 p.m. | At the Registered Office of the Corporation through Video Conferencing | Nil |
36th |
September 21, 2022 | Wednesday | 11:30 a.m. | At the Registered Office of the Corporation through | • To appoint Shri Bhaskar Bhattacharya (DIN: 09406292), as Director of the Company |
| Video Conferencing | • To appoint Smt. Usha Sajeev Nair (DIN: 09408454), as Director of the Company |
||||
| • To appoint Shri Prasanna Tantri | |||||
| (DIN: 06471864), as Director of the Company | |||||
To change Object Clause of the Memorandum of Association of the Company |
|||||
37th e of September Tuesday 11:30a.m. Offic AttheRegistered |
NIL | ||||
| 12, 2023 | the Corporation through Video Conferencing | ||||
b) Postal Ballot:
No Special resolution was passed last year through Postal Ballot. Further, no special resolution is proposed to be conducted through Postal ballot up to the ensuing AGM.
c) Extraordinary General Meeting:
No Extraordinary General Meeting of the Members was held during financial year 2023-24.
5. DISCLOSURES
1. The Company has not entered into any materially significant related party transaction that may have any potential conflict with the interest of the
Company. Further, the Company did not enter into any significant related party transactions with board members where they had personal interest. Further, pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has formulated a "Policy on Related Party Transaction" and on dealing with related party transactions and the same is available at https://pfcindia.com/ ensite/Default/ViewFile/?id=1683559406964_ POLICY%20ON%20MATERIALITY%20OF%20 RPT13012023.pdf&path=Page
2. Neitheranypenaltynoranystricturehasbeenimposed by SEBI, Stock Exchanges or any other Statutory Authority on any matter relating to capital market during the last three years. However, during FY2023-24, the Company was in receipt of notices of penalty from National Stock Exchange and Bombay Stock Exchange for non-compliance of the requirement of composition of the Board. As the said compliances are beyond the ambit of PFC, the Company is following up with the stock exchanges for waiver of the said fine(s) and has also requested Ministry of Power to expedite the process of appointment of requisite number of Independent Directors on the Board of the Company.
During the FY2023-24, NSE informed the Company that they have partly waived the penalty under
Regulation 17 and 18 of SEBI (LODR) for quarter ended December 31, 2021 and under Regulation 17 of SEBI (LODR) for the quarter ended March 31, 2022.
3. Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Disclosure regarding complaints under the said act during the FY2023-24 is as under:
Particulars |
Number of complaints |
| Number of complaints filed during the | NIL |
| FY2023-24 | |
| Number of complaints disposed of during | NIL |
| the FY2023-24 | |
| Number of complaints pending as on end | NIL |
| of the FY2023-24 |
4. In terms of the requirements under Section 177 of the Companies Act, 2013 read with the relevant
Rules and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to, inter alia, establish a ‘Vigil Mechanism/ ‘Whistle-Blower Policy for Directors and Employees to report their genuine concerns or grievances, about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. As an integral part of such Vigil Mechanism, the Whistle-Blower Policy of PFC has been put in place and it is affirmed that no personnel has been denied access to the Audit Committee. The status of complaints under whistle-blower policy is ‘Nil for calendar year 2023. The same was reported in the quarterly and half yearly report under PFC Whistle-Blower Policy. The same is available at https://www.pfcindia.com/
Home/VS/126.
5. PPursuant to the requirements under
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the company has formulated a "Policy on Material Subsidiary" and the same is available at https://pfcindia.com/ensite/ Default/ViewFile/?id=1561552854274_ Final%20Policy%20for%20Material%20 Subsidiary17052019.pdf&path=Page.
No item of expenditure was debited in books of account which was not for the purpose of the business
Further, no expense was incurred which was personal in nature and was incurred for the Board of Directors and Top Management.
6. The Company has not issued any Stock Options/
ESOPs during the financial year 2023-24.
7. Your Company has broadly complied with all requirements of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the
Guidelines on Corporate Governance for Central Public Sector Enterprises issued by Ministry of Heavy Industries and Public Enterprises, Department of Public Enterprises, Government of India, as amended from time to time, except for the compliances related to appointment of requisite number of Independent Directors. The status of adoption of non-mandatory requirements is as under: i. The Board: The Company is headed by an executive Chairman. ii. Shareholder Rights: The quarterly/ half yearly/ annual financial results of the Company published in leading newspapers as mentioned under the heading "Means of Communication" of the Corporate Governance report and also displayed on the website of the Company. iii. Modified opinion(s) in audit report:It is always
Companys endeavour to move towards a regime of financial statements with unmodified audit opinion. The Company has received unmodified report from its statutory auditors in FY2023-24. iv. Reporting of Internal Auditor: The Internal auditors of the Company are invited to the Meetings of the Audit Committee and regularly interact with the members of the
Audit committee.
8. The Company has laid down the procedures to inform the board about the risk assessment and minimisation. The Board of Directors of the Company periodically reviews these procedures to ensure risks are managed through a properly defined framework.
9. The total fee paid by your Company to the Statutory Auditors is I1.56 crore. Any of the subsidiary of PFC has not taken any services from Statutory Auditors of PFC (including entities in network firm) and accordingly didnt paid any fees to Statutory Auditors of PFC.
In the preparation of financial statements, the Company has followed Indian Accounting Standards ("Ind AS") notified under the Companies (Indian
Accounting Standards) Rules, 2015 (as amended) with effect from April 01, 2018, issued by the Ministry of Corporate Affairs, to the extent applicable.
6. MEANS OF COMMUNICATION
The Company recognises communication as a key element of the overall Corporate Governance framework . and therefore emphasises continuous, efficient and relevant communication to public at large. The Company communicates with its shareholders through its annual report, general meeting, newspapers and disclosures through website. The Company also communicates with its institutional shareholders through investor conferences, conference calls etc. While the Quarterly/Annual Financial results are published in national newspapers like The Economic Times, The Navbharat Times, The Hindustan Times, Business Standard, Business Standard (Hindi), The Financial Express, Jansatta (Hindi), Mint, Hindustan (H), etc., the same are also available on the website of the Company, viz. www.pfcindia.com and are also submitted to stock exchanges for wider dissemination.
All important information pertaining to the Company is mentioned in the Annual Report of the Company containing inter alia audited accounts, consolidated financial statements, directors report, auditors report, report on corporate governance which is circulated to the members and other entitled persons for each financial year.
7. CEO / CFO CERTIFICATION
As required by SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Certificate duly signed by CEO and CFO was placed before the Board of
Directors at its meetings held on May 15, 2024. (Copy enclosed at Annexure I of this Report).
8. COMPLIANCE WITH APPLICABLE LAWS
The Company has a robust Compliance monitoring system in place. The Board periodically reviews the status of compliances to ensure proper compliance of all laws applicable to the Company.
9. CODE OF CONDUCT
The Code of Business Conduct and Ethics for the Board
Members and Senior Management is a comprehensive code applicable to all Directors and Members of Senior Management of your Company. It is in alignment with Companys vision and values to achieve the Mission &
Objectives and aims at enhancing ethical and transparent process in managing the affairs of the Company. A copy of the Code has been made available on the website of the Company i.e. www.pfcindia.com.
Based on the affirmation received from Board Members and Senior Management Personnel, declaration regarding compliance of Code of Conduct made by the Chairman & Managing Director is enclosed at Annexure II of this Report.
10. CODE FOR PREVENTION OF INSIDER TRADING
In pursuance of Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations,
2018, your Company has formulated the comprehensive Code i.e. "Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Conduct for Regulating, Monitoring & Reporting of Trading in the Securities of Power Finance Corporation Limited" to preserve the confidentiality and to prevent misuse un-published price sensitive information. All Designated
Persons and other Connected Persons as mentioned in the Code have a duty to safeguard the confidentiality of all such information obtained in the course of his or her assignment at the company and not to misuse his or her position or information to gain personal benefit or provide benefit to any third party. The code lays down guidelines and procedures to be followed and disclosures to be made while dealing with the securities of the Company and the consequences of non-compliance. The Company Secretary has been appointed as Compliance Officer and responsible for ensuring adherence of the said Code. In line with the requirement of the said Code, trading window was closed from time to time, whenever some price sensitive information was submitted to the Board. The Compliance Officer notified the closure of trading window on the website of the company well in advance restraining all the designated persons and their relatives not to deal in the securities of the Company when the trading window is closed.
The copy of the "Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Conduct for Regulating, Monitoring & Reporting of Trading in the Securities of Power Finance Corporation Limited" is also available on the company website https://pfcindia.com/ensite/Default/ ViewFile/?id=1614952208955_Insider_Trading_Code_ Amended05032021.pdf&path=Page
11. SHAREHOLDERS INFORMATION a) Annual General Meeting
Date |
Time | Venue |
| August 21, 2024 | 11:00 am | Through Video Conferencing (VC) |
The 38th Annual General Meeting shall be held through
Video Conferencing/Other Audio Visual Means. The Company will provide facility to shareholders to attend the said AGM electronically and also enable shareholders to exercise their right to vote through electronic means at the said AGM. Details regarding participation in the said AGM and other relevant information is appearing in the Notice of the 38th AGM of the Company.
b) Financial calendar for FY2024-25 (Tentative)
Particulars |
Date |
| Financial year | April 01, 2024 to March 31, 2025 |
Un-audited financial resultsWill be announced within 45 days |
|
| for the first three quarters | from the end of each quarter. |
| Audited Financial Results | Audited Financial Results will be |
| announced on or before 60 days | |
| from the end of financial year | |
| AGM (Next year) | August/September 2025 |
c) Date of Book Closure
The Register of Members and Share Transfer Books of the Company will remain closed from August 16, 2024 to
August 21, 2024
d) Payment of Dividend
• Dividend Distribution Policy
The Company has formulated a Dividend Distribution Policy in compliance of Regulation 43A of the SEBI
(LODR) Regulations, which, inter-alia, specifies the external and internal factors including financial parameters, that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend.
The policy is available on PFCs website at https://pfcindia.com/ensite/Default/ ViewFile/?id=1546009180778_ DividendDistribution.pdf&path=Page
• Dividend details for the FY2023-24
The Board of Directors of the Company, has recommended payment of final dividend of I2.5 per equity share (subject to deduction of TDS) for the financial year ended March 31, 2024 on the paid up equity share capital of the Company, which will be paid after approval at the Annual General Meeting. This is in addition to the Interim Dividend of I11 per share (subject to deduction of TDS) already declared and paid during the year in three tranches on the paid up equity share capital of the Company. Thus, the total dividend for the FY2023-24 amounts to I13.5 per equity share (subject to deduction of TDS).
The final dividend on equity shares as recommended by the Board of Directors, subject to the provisions of the Companies Act, if approved by the members at the
Annual General Meeting, will be paid to the Members or their mandates whose names appear on the Companys Register of Members on July 26, 2024 in respect of physical shares. In respect of dematerialised shares, the dividend will be payable to the "beneficial owners" of the shares whose names appear in the Statement of Beneficial Ownership furnished by National Securities Depository
Limited and Central Depository Services (India) Limited at the close of business hours on July 26, 2024 The Dividend, if declared at the AGM, would be paid to the shareholders within 30 days from the date of declaration of the same at the AGM.
Dividend History |
||||
Year |
Total Paid-up Capital (K in crore) |
Total Amount of Dividend paid (K in crore) | Rate of Dividend (%) | Date of Payment (Interim & Final) |
| 2019-20 | 2,640.08 (Interim) | 2,508.07 | 95 | March 12, 2020 |
Total |
2,508.07 | 95 | - | |
| 2020-21 | 2,640.08 (Interim) | 2,112.06 | 80 | March 31, 2021 |
| 2,640.08 (Final) | 528.02 | 20 | October 12, 2021 | |
Total |
2,640.08 | 100 | ||
| 2021-22 | 2,640.08 (1st Interim) | 594.02 | 22.5 | September 10, 2021 |
| 2,640.08 (2nd Interim) | 660.00 | 25 | December 10, 2021 | |
| 2,640.08 (3rd Interim) | 1,584.05 | 60 | March 11, 2022 | |
| 2,640.08 (Final) | 330.00 | 12.5 | October 11, 2022 | |
Total |
3,168.00 | 120 | ||
| 2022-23 | 2,640.08 (1st Interim) | 594.00 | 22.5 | September 09, 2022 |
| 2,640.08 (2nd Interim) | 792.00 | 30 | December 08, 2022 | |
| 2,640.08 (3rd Interim) | 924.00 | 35 | March 10, 2023 | |
| 3,300.10 * (Final) | 1,188.00 | 45 | September 27, 2023 | |
Total |
3,498.00 | 132.50 | ||
| 2023-24 | 3,300.10 (1st Interim) | 1,485.00 | 45 | December 07, 2023 |
| 3,300.10 (2nd Interim) | 1,155.00 | 35 | February 29, 2024 | |
| 3,300.10 (3rd Interim) | 990.00 | 30 | March 30, 2024 | |
| 3,300.10 (Final) | 825.00 | 25 (Recommended) | Yet to be declared & paid | |
Total |
4455.00 | 135.00 | ||
* Share capital increased to I3300.10 crore due to Bonus Issue in the ratio of 1:4.
Status of Unclaimed Amounts and Shares/ Dividend/ Bonds transferred to IEPF Account: Bonds
The total unclaimed and unpaid amount as on March 31,
2024 was I72,77,96,870.52 (principal plus interest). The unpaid/unclaimed amount of bonds transferred to IEPF during FY2023-24 is I3,47,497.
Unclaimed Dividend-Equity
The unclaimed balance amount of dividend (equity) as on
March 31, 2024 was I 5.48 crore (approx.). The unclaimed dividend of I 26,60,765 became due for transfer during the year ended March 31, 2024 and was accordingly transferred to Investor EducationandProtectionFund r
(IEPF).
Equity Shares transferred to IEPF
As per the provisions of Section 124(6) of the Companies Act, 2013 read with Rule 6 of IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 {IEPF Rules}, all shares in respect of which dividend has not been claimed for seven consecutive years, are required to be transferred by the Company to the Demat Account of the IEPF Authority. Accordingly, the Company has transferred 2,117 Equity shares (of I10/- each) to the Demat Account of
IEPF Authority during 2023-24. As on March 31, 2024, the number of equity shares held in Demat account to IEPF
Authority were 1,36,236.
The members who have a claim on the above dividend and shares may claim the same from IEPF Authority by submitting an online application in the prescribed Form No. IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same, duly signed to the
Company, along with requisite documents enumerated in Form No. IEPF-5. No claims shall lie against the Company in respect of the dividends/shares, so transferred to the
IEPF Authority.
Nodal Officer
Pursuant to Rule 7(2A) of the IEPF Rules, the following persons are the Nodal Officers of the Company:-
| Nodal | Sh. Manish Kr. Agarwal |
Deputy Nodal Officer in respect Sh. Gian Singh, CGM (RMD-II) |
|
| of bonds/debentures | |
e) Listing on Stock Exchanges
PFC shares are listed on the following stock exchanges:
National Stock Exchange of |
BSE Limited (BSE) |
India Limited (NSE) |
Floor – 25, PJ Towers, |
| Exchange Plaza, | Dalal Street, Mumbai – 400 001 |
| Bandra Kurla Complex, | Scrip Code: 532810 |
| Bandra (E), Mumbai – 400 051 | |
| Scrip Code: PFC EQ |
Stock Code (ISIN) : INE134E01011
The annual listing fees for the FY2023-24 have been paid to NSE and BSE.
f) Market Price Data
High (K) |
Low (K) |
Closing (K) |
||||
Month |
NSE | BSE |
NSE | BSE |
NSE | BSE |
| April23 | 170.30 | 170.30 | 151.65 | 151.65 | 169.90 | 169.90 |
| May23 | 183.45 | 183.35 | 158.65 | 159.30 | 182.40 | 182.40 |
| June23 | 220.25 | 220.00 | 181.80 | 181.65 | 215.90 | 215.75 |
| July23 | 262.00 | 261.85 | 215.50 | 215.5 | 261.40 | 261.35 |
| August23 | 277.20 | 277.20 | 249.55 | 249.55 | 260.20 | 260.30 |
| September23 | 313.90 | 313.90 | 225.25 | 225.25 | 251.90 | 251.90 |
| October23 | 258.20 | 258.15 | 225.50 | 225.6 | 246.60 | 246.70 |
| November23 | 338.25 | 337.50 | 237.85 | 238 | 334.90 | 334.95 |
| December23 | 428.75 | 428.00 | 337.00 | 337 | 382.60 | 382.45 |
| January24 | 453.70 | 453.75 | 379.20 | 379.15 | 443.25 | 443.35 |
| February24 | 477.80 | 477.80 | 387.40 | 387.5 | 400.70 | 400.65 |
| March24 | 435.05 | 434.80 | 351.70 | 351.85 | 390.25 | 390.2 |
h) Registrar and Transfer Agent for Equity Shares Communication Address
KFin Technologies Limited
Selenium Building, Tower-B, Plot No. 31 & 32,
Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddi, Telangana, India - 500 032
Tel: +91 40 67162222
E-mail: einward.ris@kfintech.com
Website: www.kfintech.com Transfer of equity shares in electronic from are done through the depositories with no involvement of the
Company. Share transactions are simpler and faster in electronic form. After a confirmation of a sale/purchase transaction from the broker, shareholders should approach the depository participant with a request to debit or credit the account for the transaction. The depository participant will immediately arrange to complete the transaction by updating the account. There is no need for separate communication to the Company to register the transfer.
SEBI, effective April 01, 2019, barred physical transfer of shares of listed companies and mandated transfers only through demat mode. However, investors are not barred from holding shares in physical form.
j) Details of Demat Suspense Account
The details of shares in the Demat Suspense account as on March 31, 2024 are as follows:
Description |
No. of Cases | No. of Shares |
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year i.e. April 1, 2023. |
3 | 1432 |
| Bonus allotment of shares on September 22, 2023 (1:4 ratio) | 155 | 9125 |
| Add: Bonus shares issued to shares lying in suspense account as on April 1, 2023. | - | 358 |
Number of shareholders who approached the Company for transfer of shares from suspense account during the year 2023-24. |
12* | 4195 |
Less: Number of shareholders to whom shares were transferred from suspense account during the year 2023-24. |
9 | 2763 |
| Less: Number of shares which were transferred to IEPF Account during the year 2023-24. | 0 | 0 |
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year i.e., March 31, 2024. |
149 | 8152 |
* out of which in 3 cases shares pending for transfer to respective shareholders account due to some formalities at the respective shareholders end.
The voting rights in respect of the said shares will be frozen till the time rightful owner claims such shares.
k) Distribution of shareholding
• Distribution of shareholding as on March 31, 2024
Sr. No. |
Amount | No. of shareholders | % of shareholders | Amount (I) | % of shares |
| 1 | 1-5000 | 7,01,306 | 99.11 | 1,47,17,90,170 | 4.46 |
| 2 | 5001-10000 | 2,970 | 0.42 | 21,23,78,470 | 0.64 |
| 3 | 10001-20000 | 1,405 | 0.20 | 19,63,48,340 | 0.59 |
| 4 | 20001-30000 | 485 | 0.07 | 11,99,94,270 | 0.36 |
| 5 | 30001-40000 | 232 | 0.03 | 8,07,23,000 | 0.24 |
| 6 | 40001-50000 | 147 | 0.02 | 6,72,03,710 | 0.20 |
| 7 | 50001-100000 | 320 | 0.05 | 22,76,35,820 | 0.69 |
| 8 | 100001 & Above | 714 | 0.10 | 30,62,49,43,820 | 92.80 |
| Total | 7,07,579 | 100 | 33,00,10,17,600 | 100.00 |
• Shareholding pattern as on March 31, 2024:
Category |
Total No. of shares | % to Equity |
| President of India | 1,84,78,64,722 | 55.99 |
| Foreign Portfolio - CORP | 56,73,70,602 | 17.19 |
| Mutual Funds | 41,69,43,279 | 12.63 |
| Resident Individuals | 22,42,76,392 | 6.80 |
| Qualified Institutional | 15,40,81,499 | 4.67 |
| Buyers | ||
| Bodies Corporates | 3,57,71,034 | 1.08 |
| Alternative Investment Fund | 2,14,51,413 | 0.65 |
| HUF | 1,07,80,305 | 0.33 |
| Insurance Companies | 80,50,696 | 0.24 |
| Non Resident Indian | 48,20,995 | 0.15 |
| Non Resident Indians non | 37,95,403 | 0.12 |
| repatriable | ||
| Trusts | 14,28,414 | 0.04 |
| NBFC | 14,05,536 | 0.04 |
| Employees | 10,54,325 | 0.03 |
| Clearing Members | 51,777 | 0.00 |
| IEPF | 1,36,236 | 0.00 |
| Banks | 7,94,172 | 0.02 |
| Key Managerial Personnel | 24,905 | 0.00 |
| Indian Financial Institutions | 35 | 0.00 |
| Foreign Portfolio Investors | 20 | 0.00 |
Total |
3,30,01,01,760 | 100 |
l) Dematerialisation of Shares
Number of shares held in dematerialised form with NSDL,
CDSL and physical mode as on March 31, 2024.
Description |
No. of Shares | % to total Capital Issued |
| NSDL | 3,17,36,53,184 | 96.17 |
| CDSL | 12,64,28,676 | 3.83 |
| Physical | 19,900 | 0.00 |
Total |
3,30,01,01,760 | 100 |
m) Outstanding GDR and ADR Warrants or any convertible instruments, conversion date and likely impact on equity
No GDR and ADR Warrants/Convertible Instruments have been issued by the Company.
n) Commodity price risk or foreign exchange risk and hedging activities
Your Company has put in place Currency Risk Management (CRM) policy to manage risks associated with foreign currency borrowings. The Company enters into hedging transactions to cover exchange rate and interest rate risk through various instruments like forwards, options and swaps.
o) Address for correspondence
Registered Office
‘Urjanidhi, 1, Barakhamba Lane,
Connaught Place, New Delhi – 110 001
Company Secretary
Shri Manish Kumar Agarwal Tel: +91 11 23456020 Fax: +91 11 23456786
E-mail: investorsgrievance@pfcindia.com
p) Credit Ratings
During the FY2023-24, Companys both long-term & short-term domestic borrowing programme (including bank loans) continued to be the highest rating.
• Domestic Rating assigned by CRISIL, ICRA and CARE
Long-term domestic borrowing programme Rating - CRISIL AAA, ICRA AAA and CARE AAA
Short-term domestic borrowing programme Rating -
CRISIL A1+, ICRA A1+ and CARE A1+
• International Rating
The Companys international credit ratings continue to be Baa3 and BBB- assigned by International Credit
Rating Agencies Moodys and Fitch respectively.
q) Preferential Allotment / Qualified Institutions
Placement
During the year, company has not raised any money by way of Preferential Allotment/Qualified Institutions placement of shares or other convertible securities.
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