ptc india financial services ltd share price Directors report

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the Seventeenth (17^th) Annual Report together with the Audited Financial Statements of your Company ("the Company" or "PTC India Financial Services Limited/ PFS") for the financial year ended 31^st March 2023.

1. Financial Performance and State of Companys Affairs

The summarized financial results of your Company are given in the table below.

	(Rs. in Crore)
	Standalone		Consolidated
	FY2022- 23	FY2021- 22	FY2022- 23	FY2021- 22
Total Income	797.08	968.74	797.08	968.74
Profit/(loss) before Finance Charges, Depreciation & Tax (EBITDA)	670.36	759.75	670.36	759.75
Finance Charges	431.91	579.77	431.91	579.77
Depreciation and Amortization	6.08	6.07	6.08	6.07
Provision for Income Tax (including for earlier years)	56.56	43.93	56.56	43.93
Net Profit/(Loss) After Tax	175.81	129.98	175.81	129.98
Other Comprehensive Profit /(Loss) for the year	0.42	9.33	0.42	9.33
Total Comprehensive Profit /(Loss) for the year	176.23	139.32	176.23	139.32

In FY 2022-23 the total income decreased by 17.72% from Rs.968.74 crore in FY 2021-22 to Rs.797.08 crore. However, this got offset significantly by decrease in finance cost by 25.50% to Rs.431.91 crore as compared to Rs.579.77 crore in FY 2021-22. In FY 22-23, the Spread on earning portfolio has decreased to 2.83% from 3.00% and NIM on earning portfolio has improved from 4.19% to 4.23%. The other expenses increased by 20.52% to Rs.20.50 crore during FY 2022-23 as compared to Rs.17.01 crore in FY 2021-22, the increase in expenses is majorly on account of CSR expenses and resumption of normal office post uplift of covid restriction. Other income decreased by 60.93% to Rs.6.20 crore during FY 2022-23 compared to Rs.15.87 crore in FY 2021-22 as Company had received interest on income tax refund amounting to Rs.15.27 crore in FY 2021-22. Provision for Impairment on Financial Instruments has decreased to Rs.80.69 crore in FY 2022-23 from Rs.167.85 crore in FY 2021-22.

During FY 2022-23, PFS received fresh sanctions of short-term loans of Rs 300 crore from IIFCL which was a new lender to company. During the year, the Debt/ Equity ratio of the Company improved to 2.09 from 3.14 in FY 2021-22. Further, the ratio of long-term borrowings to short-term borrowings has strengthen to 98:2 in FY 2022-23 as against 95:5 in FY 2021-22. The company is contemplating to maintain majority of its borrowings in for of long term credit lines to have better ALM and cash flow. The Company has maintained sufficient liquidity in the form of High Quality Liquid Assets (HQLA) as per RBI guidelines and undrawn lines of credit to meet its financial obligations. However, the Company is in the process of raising credit lines/funds to improve the liquidity and achieve growth.

As at March 31, 2023, for loans under stage I and stage II, the management has determined the value of secured portion on the basis of best available information including book value of assets/ projects as per latest available balance sheet of the borrowers, technical and cost certificates provided by the experts and valuation of underlying assets performed by external professionals appointed either by the Company or consortium of lenders. For loan under stage 3, the management has determined the value of secured portion on the basis of best available information, including valuation of underlying assets by external consultant/ resolution professional (RP) for loan assets under IBC proceedings, claim amount in case of litigation and proposed resolution for loan under resolution through Insolvency and Bankruptcy Code (IBC) or settlement. The conclusive assessment of the impact in the subsequent period, related to expected credit loss allowance of loan assets, is dependent upon the circumstances as they evolve, including final settlement of resolution of projects/ assets of borrowers under IBC.

During the FY 2022-23, with the focused efforts of the management, few loan accounts are on verge of resolution. During the year gross NPAs have decreased from Rs.724 crore to Rs.716 crore and net NPAs have decreased from Rs.387 crore to Rs.306 crore. For FY 2022-23, Gross NPA as a % to gross advances was 9.68% and Net NPA as a % to net advances was 4.38% as compared to 8.29% and 4.67% respectively for FY 2021-22. The Company is continuously focusing on resolving the stress assets and the efforts are on to achieve better efficiency in coming years. Most of the NPA accounts belong to legacy portfolio primarily comprising of Thermal projects. The Company has shifted its focus on other areas including renewable energy because of which the companys exposure to thermal has reduced to 6% in FY 2022-23 in comparison to 30% as at FY 2015-16.

The profit before tax (PBT) for FY 2022-23 stood at Rs.232.37 crore compared to Rs.173.91 crore in FY 2021-22. The profit after tax (PAT) for FY 2022-23 stood at Rs.175.81 crore against Rs.129.98 crore in FY 2021-22.

2. Net Owned Funds and Earnings Per Share (EPS)

The Net Owned Funds of the Company aggregated to Rs.2,084.35 crore and the total Capital Funds aggregated to Rs.2,125.73 crore as at 31st March 2023. The percentage of aggregate risk weighted assets on the balance sheet and the risk-adjusted value of off-balance sheet items to Net Owned Funds is 33.05% as at 31st March 2023.

EPS of the Company for FY 2022-23 stands at Rs.2.74 per share in comparison to Rs.2.02 per share for FY 2021-22.

3. Reserves

Out of the profits earned during FY 2022-23, the Company has transferred an amount of Rs.35.16 crore to Statutory Reserve in accordance with the requirements of Section 45-IC of the Reserve Bank of India Act, 1934.

4. Dividend

The Board in its meeting held on May 18, 2023 has recommended a dividend to be paid @ 10 % i.e. Rs.1.00 per share for FY 2022-23 subject to the shareholders approval in the ensuing Annual general meeting of the Company.

5. Fixed Deposits/Public Deposits

Your Company has not accepted any deposits during the year from public in terms of provisions of Companies Act, 2013 ("the Act"). Further, at the end of the financial year, there were no unclaimed, unpaid or overdue deposits.

6. Capital Adequacy Ratio

The Capital Adequacy Ratio as on 31^st March 2023 stood at 33.05% compared to 26.71% as on 31^st March 2022. No adverse material changes affecting the financial position of the Company have occurred during the financial year.

7. 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 between the end of the financial year of the Company to which the financial statements relate (i.e. 31st March 2023) and the date of the report. No adverse Material changes affecting the financial position of the Company have occurred during the Financial Year.

8. Particulars of loans, guarantees and investments under Section 186

The particulars of loans, guarantees and investments forms part to the notes of the financial statements provided in this Annual Report.

9. Share Capital/ Finance

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

As on 31^st March 2023, PFS has a paid- up share capital aggregating to Rs.6,422.83 million comprising of 642,283,335 equity shares of Rs.10/- each fully paid- up. The promoter i.e. PTC India Limited holds 64.99% of the paid up share capital of the Company as on 31^st March 2023. The equity shares of the Company are listed on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE").

10. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Returns are available on the Companys website at https://www.ptcfinancial.com/cms/showpage/page/annual-reports.

11. Directors and Key Managerial Personnel

During the period under review, there were following changes in the composition of Board of Directors and Key Managerial Personnel of the Company:

1. Dr. Rajib Kumar Mishra (DIN: 06836268) and Mr. Pankaj Goel (DIN: 03006647), were appointed as Nominee Directors of PTC India Limited (Promoter Company) on the Board of Company w.e.f. 8 ^th November, 2021, which was subsequently approved by the members of the Company at their Annual General Meeting held on December 30, 2022.

2. Smt. Seema Bahuguna (DIN: 09527493), Smt. PV Bharathi (DIN: 6519925) and Mr. Naveen Bhushan Gupta (DIN: 00530741) as Independent Directors of the Company for a term of three (3) consecutive years commencing from 15^th November 2022.

3. Sh. Ramesh Narain Misra, ceased to be the Independent Director of the Company on completion of his term on December 30, 2022.

4. Sh. Devendra Swaroop Saksena and Sh. Jayant Purushottam Gokhale, Independent Directors of the Company resigned w.e.f. December 02, 2022.

5. Smt. Sushama Nath, Independent Director of the Company resigned w.e.f. December 30, 2022.

6. Sh. Vishal Goyal, Company Secretary and Compliance Officer of the Company resigned w.e.f. June 25, 2022.

7. Sh. Mohit Seth was appointed as the Company Secretary and Compliance Officer w.e.f. June 25, 2022, who was resigned on November 16, 2022

8. Smt. Shweta Agrawal was appointed as the Company Secretary and Compliance Officer w.e.f. November 17, 2022.

9. After the closure of financial year, on the recommendation of Nomination & Remuneration Committee and Audit Committee, the Board of Directors on April 28, 2023 has approved the appointment of Sh. Mahendra Lodha (DIN 01295859) as an Additional Director and designated him as Director (Finance) & Chief Financial Officer for a period of five (5) years or upto the date of attaining superannuation, whichever is earlier, which is effective from June 14, 2023. Consequently, Mr. Sanjay Rustagi ceases to be a Chief Financial Officer (CFO) of the Company with immediate effect.

Further pursuant to the direction of RBI and the decision taken by the Board in its meeting held on 20.06.2023, Shri Mahendra Lodha, Director (Finance) & CFO, took over the functions and responsibilities of the MD&CEO w.e.f. 20.06.2023 till the regular MD&CEO is appointed and Dr. Pawan Singh, proceeded on leave till his superannuation.

For further details about resignation of Independent Directors, please refer Corporate Governance Report.

Also, in accordance with provisions of the Act and Articles of Association of the Company, Mr. Pankaj Goel shall retire by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Board recommend his re-appointment. A resolution seeking shareholders approval for his re-appointment forms part of the Notice.

12. Dividend Distribution Policy

As per regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has adopted the Dividend Distribution Policy to set out the parameters and circumstances that will be taken into account by the Board while determining the distribution of dividend to its shareholder.

The Dividend Distribution Policy is available on Companys website, at:- http://www.ptcfinancial.com/upload/pdf/Dividend%20Distribution%20Policy-PFS.pdf

13. Details of Board meetings

Twenty-Six Board Meetings were held during the financial year ended on 31^st March 2023. The details of which are given below:-

Sl. No.	Date of the meeting	No. of Directors attended the meeting
1	April 06, 2022	7
2	April 28, 2022	7
3	May 16, 2022	7
4	May 28, 2022	7
5	June 25, 2022	6
6	July 16, 2022	7
7	August 05, 2022	7
8	August 13, 2022	6
9	August 25, 2022	4
10	September 16, 2022	7
11	September 21, 2022	7
12	October 11, 2022	7
13	October 22, 2022	7
14	October 25, 2022	7
15	November 07, 2022	7
16	November 13, 2022	6
17	November 15, 2022	7
18	November 26, 2022	8
19	December 03, 2022	7
20	December 09, 2022	7
21	January 11, 2023	6
22	January 18, 2023	6
23	February 03, 2023	6
24	February 04, 2023	6
25	March 13, 2023	6
26	March 30, 2023	6

Further, the attendance of each director is more specifically mentioned in the report on the Corporate Governance Report, which is a part of this Report.

14. Committees of Board

The Board have all Statutory Committees that are given below:-

1) Audit Committee

2) Nomination and Remuneration Committee

3) Corporate Social Responsibility Committee

4) Stakeholders Relationship Committee

5) Risk Management Committee

6) IT Strategy Committee

The details of the Committees, their meetings and other disclosures are mentioned in the Corporate Governance report, which forms part of this report.

15. Corporate Social Responsibility

As a good corporate citizen, the Company is committed to ensuring its contribution to the welfare of the communities in the society where it operates, through its Corporate Social Responsibility ("CSR") initiatives.

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy ("CSR Policy") indicating the activities to be undertaken by the Company, which has been approved by the Board.

The objective of PFSs 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.

To attain its CSR objectives in a professional and integrated manner, PFS shall undertake the CSR activities as specified under the Act. As on 31^st March 2023 the composition of the CSR Committee, the details of meetings and attendance thereof are mentioned in the Corporate Governance report, which forms part of this report.

The CSR Policy is available at the link at website of the Company, at http://www.ptcfinancial.com/upload/pdf/corporate social responsibility policy.pdf

During the year under review, no change was carried out in the policy.

Further, the report on CSR Activities/ Initiatives including all statutory details is annexed with this report as Annexure-I.

16. Vigil mechanism/Whistle Blower Policy

The 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 the Act and SEBI Listing Regulations, the Company has established a mechanism called ‘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 complaint has been received.

The Whistle Blower policy is available at:- http://www.ptcfinancial.com/upload/pdf/whistle blower policy.pdf

17. Directors Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 read with section 134(5) of the Act, your Directors, to the best of their knowledge confirms that:

(a) in the preparation of the annual accounts for the year ended 31^st March 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial year ended 31^st March 2023 and of the profit and loss of the Company for that period;

(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 on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are 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.

18. Statutory Auditors, their Report and Notes to Financial Statements

M/s. MSKA & Associates, Chartered Accountants were appointed as Statutory Auditors of your Company in the 13^th AGM of the Company for a period of five years till conclusion of 18^th AGM of the Company. In accordance with RBI circular Ref.No.DoS.CO.ARG/ SEC.01/08.91.001/2021-22 issued subsequently in April, 2021, the tenure for statutory auditors of NBFCs was curtailed to a maximum period of three (3) financial years.

In view of above, M/s. MSKA & Associates, Chartered Accountants vacated office as Statutory Auditors of the Company after completing the audit engagement of financial year 2021-22.

Further, based on the recommendation of the Audit Committee, the Board of Directors of the Company at its their meeting held on November 26, 2022 had appointed M/s Lodha and Co., Chartered Accountants as the Statutory Auditors of the Company to fill such casual vacancy.

Also, in compliance with the provisions of Section 139 of the Act read with above referred RBI circular the Board, after considering the recommendation of the Audit Committee, recommended the proposal to appoint them as Statutory Auditors of the Company for a period of three (3) consecutive years i.e. FY 2022-23 to 2024-25 which was approved by the members of the Company in the Annual General Meeting held on 30th December, 2022.

The Statutory Auditors Audit Reports on the Financial Statements of the Company for the financial year 2022-23 is not having any observation/ qualification and is unmodified..

However, there are some points under the head "Emphasis of Matter", in the Statutory Audit report, which are self-explanatory in nature and dont call for any specific comments/ explanation.

19. Frauds reported by the Auditor of the Company

The Auditors of the Company while performing their duties as such has not found any fraud, which was required to be reported to the Board of Director or Central Government.

20. Secretarial audit

Pursuant to provisions of Section 204 of the Act and rules mentioned thereunder, the Board of Directors of the Company appointed M/s. RDA & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of records and documents of the Company for the financial year 2022-23. The Secretarial Audit Report is annexed as Annexure-II.

In the Secretarial Audit Report, there were certain observations which are self-explanatory in nature and others are explained below:

a. There is a delay in the Circulation, recording and signing of minutes of the Board meeting conducted during period October 22,2022 till November 15,2022, audit committee Meeting conducted during period April 01,2022 till November 15,2022 and 9^th IT Strategy Committee Meeting conducted on September 30,2022 with reference to provisions of the SS 1 issued by the ICSI to which the Board clarified that there has been a minor delay in the circulation of the minutes due to various factors beyond the control of management. Based on the directions of the Board of Directors (BOD) and Audit Committee, the same were finalized and taken note of by the BOD on March 13, 2023.

b. There is delay in the compliances under Regulation 33 of SEBI LODR, 2015 for the period ending March 31, 2022 till quarter period ended September 30, 2022 which was then further clarified by the Management that the finalization of quarterly and annual accounts of the Company for FY 22 and Q1&Q2 FY 23 were deferred by the Audit Committee till completion of Forensic Audit which were finalized on November 15, 2022 and December 03, 2022 respectively upon completion of forensic audit.

Save as otherwise provided above, the Secretarial Audit Report does not have any observation/ remarks/ qualification etc.

21. Related party transactions

The Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions as approved by the Board is available on the Companys website at the link: https://www.ptcfinancial.com/upload/pdf/20150629 Policy materiality of Related Party Transactions.pdf

Further, all the transactions are made in the ordinary course of business and on an arms length basis.

The detailed information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 is given in Note No. 40 of the Standalone Financial Statements.

22. Human Resources

The Company has a highly committed, loyal and dedicated team. The Company promotes an atmosphere which encourages learning and informal communication within the organisation. The Company is having Performance Management System to objectively measure the performance of the individual and the organization. The overall remuneration structure is linked with such system.

The other required safety norms were followed throughout the company. Regular employee strength as on 31st March, 2023 stood at Forty Three (43).

23. Industrial Relations

Your Company has always maintained healthy, cordial, and harmonious industrial relations at all levels. Despite competition, the enthusiastic efforts of the employees have enabled the Company to grow at a steady pace.

24. Risk Management Policy

PFS has put in place a comprehensive policy framework for management of risks, which includes the following:-

• Risk Management Policy :-

The Risk Management Framework of PFS encompasses credit risk, market risk, as well as operational risk management. The Risk Management Policy, evolved under the guidance of Risk Management Committee and duly approved by Board of Directors, is refined periodically based on emerging market trends and own experience.

The Risk Management Committee is headed by Independent Director.

• Asset Liability Management Policy:- The objectives of Asset Liability Management Policy are to align market risk management with overall strategic objectives, articulate current interest rate view and determine pricing, mix and maturity profile of assets and liabilities. The asset liability management policy involves preparation and analysis of liquidity gap reports and ensuring preventive and corrective measures. It also addresses the interest rate risk by providing for duration gap analysis and control by providing limits to the gaps.

• Foreign Exchange Risk Management Policy: - The policy covers the management of foreign exchange risk related to existing and future foreign currency loans or any other foreign exchange risks derived from borrowing and lending. The objective of the policy is to serve

as a guideline for transactions to be undertaken for hedging of foreign exchange related risks. It also provides guiding parameters within which the Asset Liability Management Committee can take decisions for managing the above mentioned risks.

• Interest Rate Policy:- Interest rate policy provides for risk based pricing of the debt financing by the Company. It provides the basis of pricing the debt and the manner in which it can be structured to manage credit risk, interest rate risk and liquidity risk, while remaining competitive.

• Policy for Investment of Surplus Funds:- The policy of investment of surplus funds i.e. treasury policy provides the framework for managing investment of surplus funds. Realizing that the purpose of mobilization of resources in the Company is to finance equity as well as loans to power sector projects, the prime focus is to deploy surplus funds with a view to ensure that the capital is not eroded and that surplus funds earn optimal returns.

• Operational Risk Management Policy:- The operational risk management policy recognizes the need to understand the operational risks in general and those in specific activities of the Company. Operational risk management is not understood as a process of eliminating such risk but as a systematic approach to manage such risk. It seeks to standardize the process of identifying new risks and designing appropriate controls for these risks, minimize losses and customer dissatisfaction due to possible failure in processes.

25. Employees Stock Option Scheme

The Shareholders approval was obtained at the Annual General Meeting held on 27 th October 2008 for introduction of Employee Stock Option Plan at PTC India Financial Services Limited. All the ESOPs made under the Employees Stock Option Scheme-2008, have been surrendered and as on date no claim is outstanding.

26. Declaration given by Independent Directors

The Company has received 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 SEBI Listing Regulations. 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 the opinion of the Board, all the Independent Directors possess strong sense of integrity and have requisite experience, qualification and expertise. For further details, please refer the Corporate Governance report.

Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management.

27. Companys policy on appointment and remuneration of Senior Management and KMPs

As per the requirements of the Act, the Board of Directors of your Company has constituted a ‘Nomination and Remuneration Committee. The Committees role is to be supported by a policy for nomination of Directors and Senior Management Personnel including Key Managerial Personnel as also for remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees.

The Policy of the Company on Nomination and Remuneration & Board Diversity is also placed on the website of the Company i.e. www. ptcfinancial.com and is also annexed to this report at Annexure-III.

During the year under review, no change was carried out in the policy.

28. Formal Annual Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI Listing Regulations.

The Company pays performance linked remuneration to its WTDs/MD. It is ensured that the remuneration is determined in a way that there exists a fine balance between fixed and incentive pay. On the basis of 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 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.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of NonIndependent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

29. Disclosure under the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013

An Internal Complaints Committee has been constituted to look into grievance/complaints of sexual harassment lodged by employees as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, no complaints were received during the year and no complaint is pending on 31st March 2023.

30. Internal financial controls and Internal Auditor

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

The internal control and compliance are ongoing process. The Company has established and further strengthened procedures for an effective internal control. The policies and procedures have been laid down with an objective to provide reasonable assurance that assets of the Company are safeguarded from risks of unauthorised use / disposition and the transactions are recorded and reported with proprietary, accuracy and speed. These aspects are regularly reviewed during internal audit and statutory audit. The Company has also laid down adequate internal financial controls. During the year, such controls were tested and no material weakness in their operating effectiveness was observed, however Company is making continuous efforts for further improvement in its controls. The Finance and Accounts function of the Company is adequately staffed with experienced and qualified personnel. The Audit Committee and Board of Directors review the operational and financial performance of the company at regular intervals.

The Internal Auditor monitors and evaluates the efficacy & adequacy of internal financial controls & internal control system in the Company that has been put in place to mitigate the risks faced by the organization and thereby achieves its business objective. Broadly, the objectives of the project assigned are:-

• Review the adequacy and effectiveness of the transaction controls;

• Review the operation of the Control Supervisory Mechanisms;

• Recommend improvements in processes management;

• Review the compliance with operating systems, accounting procedures and policies

The internal control and compliance are on-going process. Based on the findings and report of the internal auditor, process owners undertake corrective action that may be required in their respective areas for further strengthening the controls and control environment. Significant audit observations and corrective actions thereon are presented to the Audit Committee. The internal auditors also independently carry out the design evaluation and testing of controls related to requirements of Internal Financial Controls. The evaluation of design effectiveness and testing of controls for various business activities, processes and sub processes was carried out and found satisfactory.

31. Cost Auditors

The provisions of Cost Audit are not applicable to the Company.

32. Details of Holding, Subsidiaries, Associates and Joint Ventures

Your Company continues to be the subsidiary of PTC India Limited. Further, the Company has two associate companies namely M/s. R.S. India Wind Energy Private Limited and M/s. Varam Bio Energy Private Limited. The statement of performance and financial position of each of the associate companies is given in Form AOC-1 as Annexure -IV.

The policy for determining material subsidiaries as approved may be accessed on the Companys website following link:

http://www.ptcfinancial.com/upload/pdf/20150629 Policy on determining Material Subsidiaries.pdf

33. Corporate Governance Report

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India ("SEBI"). A separate report on Corporate Governance along with certificate from M/s. Dwivedi & Associates, Company Secretaries on compliance with the conditions of Corporate Governance as stipulated under SEBI Listing Regulations is provided as part of this Annual Report.

34. Management Discussion and Analysis

The Management Discussion and Analysis comprising an overview of the financial results, operations/ performance and the future prospects of the Company form part of this Annual Report.

35. Business Responsibility & Sustainability Report

Pursuant to the Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective in the format as specified by the SEBI is required to be provided.

Further, the nomenclature of the Business Responsibility Reporting has been changed to Business

Responsibility & Sustainability Reporting ("BRSR") for the top 1,000 listed companies by market capitalization. The BRSR is applicable to our Company because it was included in the top 1,000 listed companies for the year ended March 31, 2022, and is attached herewith as Annexure-V.

36. Particulars of Employees

The information pertaining to the remuneration and other details as required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2022-23;

(Rs.in lakhs)

Name of Director	Directors Remuneration	Median Remuneration of employees	Ratio
Dr Pawan Singh	157.23	20.39	12.97%
Shri Naveen Kumar*	28.32	20.39	72.00%

* Retired w.e.f. July 9, 2021 and the remuneration is in context with Performance related pay paid for FY 2020-2021 and 2021-2022

b. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

Name	% age Increase (decreased)
Dr. Pawan Singh"	78.12%
Shri Naveen Kumar*/"	NA
Shri Sanjay Rustagi"	75.88%
Shri Vishal Goyal$/##	13.10%
Shri Mohit Seth#;"	47.75%
Ms Shweta Agrawal (New Joinee w.e.f November 17, 2022)	NA

* Retired w.e.f. July 9, 2021.

$Resigned w.e.f. June 25, 2022.

* Resigned w.e.f. November 17, 2022.

* Performance related pay paid for FY 2020-2021 and 2021-2022 ##Performance related pay paid for FY 2020-2021

c. The median remuneration of the employees has decreased to Rs.20.39 lakhs during FY2022-2023 from Rs.20.99 lakhs during FY2021-22.

d. 43 permanent employees are on the rolls of company as at 31^st March 2023;

e. The average remuneration increased to Rs 31.23 lakhs in FY 2022-23 from Rs.25.00 lakhs in FY 2021-22.

f. The average percentile increase in the salary of employees other than the managerial personnel is from Rs.22.46 lakhs in FY2021-22 to Rs.27.63 lakhs in FY2022-23, resulting in an increase of 23%. Whereas, the average percentile increase in the managerial remuneration is from Rs.45.67 lakhs in FY2021-22 to Rs.51.73 lakhs in FY2022-23 resulting in increase of 13.27%

g. The average remuneration of Key Managerial Personnel increased to Rs.65.41 lakhs in FY2022-23 from Rs.52.27 lakhs in FY2021-22, resulting in increase of 25.14%. This increase is due to Performance related pay paid for FY 2020-2021 and 2021-2022

A. Particulars of Top 10 employees in terms of remuneration during the year under consideration:

S No.	Name & Designation	Nature of Employment	Remuneration Received (amount in Rs)	Qualification and Experience	Date of Commencement of Employment in the Company	Age	Last Employment
1	Vijay Singh Bisht (ED- Project Monitoring)	Retired on Feb 28, 2023	1,59,48,423.00	BE & MBA	01-08-2008	60 Yr 1 Month (Retired on Feb 28, 2023)	DGM- Power Finance Corporation
2	Pawan Singh* (Managing Director & CEO)	Regular	1,57,23,098.00	MBA, Ph D	01-02-2012	61 Yr 6 month	Director (Finance), Delhi Transco Limited
3	Sitesh Kumar Sinha (EVP)	Regular	1,04,71,638.00	B.E & PGDBM	22-03-2011	47 Yr 4 month	Project Manager- Lahmeyer International (India) Pvt Ltd
4	Sanjay Rustagi (Senior VP- CFO)**	Regular	79,45,510.00	CA & ICWA	24-06-2016	48 Yr 6 month	Asstt Controller in GE Capital services India
5	Devesh Singh (CRO)	Regular	76,95,131.00	B.Com & MBA	03-10-2011	44 Yr 3 month	Manager-Credit & Marketing - Standard Charted Bank
6	Ankur Bansal (VP- Business Development)	Regular	71,20,585.00	BE & MBA	13-07-2018	41 Yr 5 month	Associate Director - KPMG
7	Abhinav Goyal (VP- Investor Relations & Treasury)	Regular	63,94,818.00	B.Com, LLB & CA	18-01-2011	42 Yr 10 month	Relationship manager - ICICI Bank
8	Mohit Seth***	Regular	55,44,452.00	MBA, LLB & CS	21-06-2010	39 Yr 3 month	Company Secretary - YAAS wholesale India Pvt Ltd
9	Rohit Gupta (AVP- Finance)	Regular	54,23,308.00	B.Com & MBA	01-04-2010	38 Yr 5 month	Manager-PTC India Limited
10	Priya Chaudhary (AVP- Business Development)	Regular	54,17,579.00	B Com & MBA	19-10-2021	41 Yr 2 month	Vice President Business Development-Trust Investment Advisors Pvt Ltd

*Pursuant to the direction of RBI and the decision taken by the Board in its meeting held on June 20, 2023, Dr. Pawan Singh, was divested with all his powers and was advised to proceed on leave till his superannuation.

** Ceased to be CFO w.e.f 14th June 2023 on joining of Mr. Mahendra Lodha, Director (Finance) & CFO ***Resigned w.e.f. November 17, 2022.

Note:1: None of the above employee is a relative of any director or manager of the Company.

2. None of the above employee hold any shares in the Company B. It is affirmed that :-

I. The remuneration is as per the remuneration policy of the Company; and

II. There are no employees who are in receipt of remuneration (fixed CTC) in excess of the highest paid director during the year and holds by himself or through his/ her relatives not less than two percent of equity shares.

III. Save as otherwise provided above there are no personnel who are;

a. in receipt of remuneration aggregating not less than Rs.1,02,00,000 per annum and employed through the financial year; and

b. in receipt of remuneration aggregating not less than Rs.8,50,000 per month and employed for part of the financial year.

37. Details of conservation of energy, technology absorption

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, every effort is made to ensure that energy efficient equipment is used to avoid wastage and conserve energy, as far as possible. The Company is committed towards conservation of energy and climate action. It focuses on improving energy efficiency, increasing the use of renewable/ alternate source of energy.

38. Foreign Exchange earnings & outgo

The Company has incurred interest expenditure of Rs.6.09 crore (previous year Rs.10.57 crore) and repayment of borrowing Rs.87.43 crore (previous year Rs.85.04 crore) in foreign exchange during the financial year ended 31^st March 2023.

39. Significant and material orders

There were no significant or material orders passed by Regulators or Courts or Tribunals which impacts the going concern status and Companys future operations.

40. Transfer of Amounts to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred 27,760 unclaimed shares and Rs.7,20,366/- as unclaimed dividend to IEPF and the Company has already filed the necessary forms and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 30th December 2022), with the Ministry of Corporate Affairs.

41. General

Your Directors state that there are no disclosure(s) or reporting(s) 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; and

• Neither Managing Director nor the Whole time Directors of the Company receive any remuneration or commission from any of other Company.

• No change in the nature of the business of the Company happened during the financial year under review.

• No specific disclosures required under details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

• No application was filed by/ against the Company under the Insolvency and Bankruptcy Code, 2016 during the year.

42. Compliance with Applicable Secretarial Standards

Save as otherwise provided in this report, during the period under review, the Company has complied with the provisions of the Secretarial Standard - 1(Secretarial Standard on meeting of the Board of Directors) & Secretarial Standard - 2 (Secretarial Standard on General Meeting) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 of the Act.

43. Acknowledgement

The Board of Directors acknowledge with deep appreciation the cooperation received from its Directors, Ministry of Power (MoP), Ministry of Finance (MoF), Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), National Stock Exchange of India Limited (NSE), BSE Limited (BSE), PTC India Limited (PTC) and other stakeholders, International Finance Corporation (IFC), DEG, FMO and OeEB, various Banks/FIs, Consortium partners and Officials of the Company.

The Board also conveys its gratitude to the shareholders, credit rating agencies for the continued trust and confidence reposed by them in the Company. Your Directors would also like to convey their gratitude to the clients and customers for their unwavering trust and support.

The Company is also thankful to the Statutory Auditor, Internal Auditor and Secretarial Auditor for their constructive suggestions and cooperation.

We would also like to place on record our appreciation for the untiring efforts and contributions made by the employees to ensure all round performance of your Company.

	For and on behalf of the Board
	PTC India Financial Services Limited
	Sd/-
	Rajib Kumar Mishra
Date : August 18, 2023	Chairman
Place : New Delhi	DIN: 06836268