Dear Members,
The Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or "PTC India Limited" or "PTC") along with the audited standalone and consolidated financial Statements of the Company for the financial year ended March 31, 2024.
FINANCIAL PERFORMANCE
The summarized standalone and consolidated results of your Company (along with its subsidiaries & associates) are given in the below table.
(In Rs. Crores)
i) The above statements are extracted from the Standalone and Consolidated Financial Statements which have been prepared in accordance with the applicable Accounting Standards notified under Section 133 of the Companies Act, 2013 (‘Act') and the relevant rules issued thereunder read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred as ‘SEBI Listing Regulations/LODR') and the other accounting principles generally accepted in India. The Standalone and Consolidated Financial Statements form part of the Annual Report.
ii) Your Company has two subsidiaries, namely PTC India Financial Services Limited ("PFS") and PTC Energy Limited ("PEL"). PEL has been classified as a discontinued operation as per Ind AS 105 "Non-Current Assets Held for Sale and Discontinued Operations".
RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
i) Standalone Financial Statements The trading volumes were higher by 6% this year at 74,841 MUs as against 70,610 MUs during the previous year with a turnover (including other income) of Rs. 16,079.09 Crores for the year 2023-24 as against Rs. 14,909.57 Crores (including other income) in the Financial Year 2022-23, your Company has earned a Profit after Tax of Rs. 368.98 Crores in FY 2023-24 as against Rs. 369.74 Crores in the previous year.
ii) Consolidated Financial Statements The consolidated turnover (including other income) of the group is Rs. 16,805.36 Crores for the Financial Year 2023-24 as against Rs. 15,697.80 Crores (including other income) for the Financial Year 2022-23. The consolidated Profit after Tax (after minority interest) from continuing and discontinued operation of the group is Rs. 476.88 Crores for the Financial Year 2023-24 as against Rs. 445.60 Crores (after minority interest) for the Financial Year 2022-23.
RESERVES
Out of the profits of the Company, a sum of Rs. 73.97 Crores has been transferred to General Reserves during the Financial Year and total reserves and surplus of the Company is Rs. 3,851.94 Crores (including securities premium) as on 31st March 2024.
DIVIDEND
The Board of Directors of your Company are pleased to recommend for your consideration and approval, a final dividend @ 78% for the Financial Year 2023-24 i.e., Rs. 7.80 per equity share of Rs. 10 each. The final dividend, if approved, at the ensuing Annual General Meeting ("AGM") will result in a cash outflow of Rs. 230.89 Crores.
In pursuant to Regulation 43A of the SEBI Listing Regulations, the Company in its Board Meeting held on 5th Feb., 2020 has adopted dividend distribution policy and the same is placed on the website of the Company and can be accessed through the following link: https://www.ptcindia.com/wp-content/ uploads/2020/04/Dividend-Distribution-Policy.pdf
NET WORTH AND EARNINGS PER SHARE (EPS) ON A STANDALONE BASIS
As on 31st March 2024, net worth of your Company was Rs. 4,147.95 Crores as compared to Rs. 4,132.28 Crores for the previous Financial Year.
EPS of the Company for the year ended 31st March 2024 stands at Rs. 12.47 in comparison to Rs. 12.49 for the Financial Year ended 31st March 2023.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company which have occurred from the end of the Financial Year of the Company to which the financial statement relates i.e. 31st March 2024 till the date of this report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of your Company during the year under review.
CHANGES IN CAPITAL STRUCTURE
During the period under review, no change has taken place with regard to capital structure of the Company.
As on 31st March 2024, PTC has an Authorized Share Capital of Rs. 750,00,00,000 and paid-up share capital of Rs. 296,00,83,210 divided into 29,60,08,321 equity shares of Rs. 10 each. The equity shares of your Company are listed on the ‘BSE Limited' ("BSE") and ‘National Stock Exchange of India Ltd.' ("NSE"). The promoters i.e. NTPC Ltd. (NTPC), Power Grid Corporation of India Ltd. (POWERGRID), Power Finance Corporation Ltd. (PFC) and NHPC Ltd. (NHPC) individually holds 4.0539% each or 16.2156% collectively of the paid-up and subscribed equity share capital of your Company and the balance of 83.7844% of the paid-up and subscribed equity share capital of your Company is held by Power Sector Entities, Financial Institutions, Life Insurance Corporation of India, other Insurance Companies, Banking Institutions, Corporations, Investment Companies, Foreign Institutional Investors, Private Utilities and others including public at large. There is no change in the shareholding of the promoters during the FY 2023-24.
HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient features of the financial statement of the Company's subsidiaries, associates and joint ventures entities given in Form AOC-1 is annexed to this report at Annexure 1. There has been no material change in the nature of the business of the subsidiaries.
Holding Company
The Company does not have any holding company.
Subsidiary Companies
PTC India Financial Services Limited
PTC India Financial Services Limited (PFS) is a listed subsidiary of your Company incorporated on 08th September 2006 in New Delhi wherein PTC holds a 64.99% stake and has invested Rs. 754.77 Crores. PFS is listed on NSE & BSE and has been classified as an Infrastructure Finance Company (IFC) by the Reserve Bank of India. PFS recorded total income of Rs. 776.28 Crores during FY 2023-24 which is down by 2.61% as compared to last year's revenue of Rs. 797.08 Crores. Interest income for FY 2023-24 has decreased to Rs. 750.58 Crores as against previous year's Rs. 766.57 Crores. The profit before tax and profit after tax for FY 2023-24 stood at Rs. 215.98 Crores and Rs. 160.75 Crores respectively. Earnings per share for FY 2023-24 stood at Rs. 2.50 per share. The Statutory Auditor of PFS is M/s. Lodha & Co. who has been appointed in year 2022.
PTC Energy Limited (PEL)
PEL is a wholly owned subsidiary of your Company incorporated on 01st August 2008 in New Delhi wherein PTC holds 100% stake and has invested Rs. 654.11 Crores. PEL has recorded revenue from operations of Rs. 322.49 Crores during FY 2023-24 as compared to last year's revenue of Rs. 296.77 Crores. The profit before tax and profit after tax for FY2023-24 stood at Rs. 56.17 Crores and Rs. 41.79 Crores respectively. The Statutory Auditor of PEL is M/s. S.P. Chopra & Co. who has been re-appointed in year 2023. Shareholders of PTC, at their Extra Ordinary General meeting held on March 28, 2024, have approved the disinvestment by way of sale, transfer or otherwise dispose off, its entire shareholding in PEL to Oil and Natural Gas Corporation (ONGC) or its associate companies, not being a related party, subject to regulatory approvals and such other consents, approvals, permissions, fulfilment of conditions precedent to the transaction and sanctions. Accordingly, the Company's equity stake in PEL has been classified as "Assets classified as held for sale" in accordance with Ind AS 105 "Non-Current Assets Held for Sale and Discontinued Operations".
Investment in other companies (Amount released up to 31st March 2024)
• Your Company invested Rs. 150.00 Crores in Athena Energy Ventures Private Limited (AEVPL). Since the projects of this Investee Company could not be commissioned in time and considering other related factors and fair value, there had been a reduction of Rs. 149.97 Crores towards the investment which had been accounted over the earlier years.
• Sikkim Urja Limited (SUL) earlier named as Teesta Urja Limited implemented a project of 1200 MW Teesta III Hydro Electric Project and the company has an equity investment of Rs. 180.30 Crores (fair value of Rs. 221.10 as on 31st March, 2023) in TUL. On October 4, 2023, flash flood in Sikkim arising out of a cloud burst, which was declared as a disaster by Government of Sikkim under the Disaster Management Act 2005 vide Notification No. 399/ LR&DMD/GoS dated October 4, 2023, caused extensive damage to the abovementioned project. Based on the available information and best estimation of the management, the Company has measured the fair value of its investment in SUL amounting to Rs. 99.03 Crore as on 31st March 2024. Accordingly, the carrying value of its investment in SUL has reduced to Rs. 99.03 Crore as on 31st March 2024 from Rs. 221.10 Crore as on 31st March 2023 and the resultant impact of Rs. 122.08 Crore has been accounted for in Other Comprehensive Income during the year. Since the present situation is dynamic in nature, valuation shall be reviewed on quarterly basis as more definitive information is available with the Company from time to time.
• Your Company made an equity investment of Rs. 12.50 Crores during the FY 20 in Hindustan Power Exchange Limited (earlier named as Pranurja Solutions Limited) with other equity partners i.e. BSE investments Limited and ICICI Bank for development of a new Power Exchange. The Company got its permit from CERC on 12th May 2021.
RELATED PARTY TRANSACTIONS
All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis and do not attract the provisions of Section 188 of the Act. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of clause (c) of sub-section (3) of Section 134 of the Act, the Board of Directors of your Company confirms that: a. In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same; b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 and of the profit of the company for the year ended on that date; c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. The Directors had prepared the annual accounts of the Company on a going concern basis; e. The Directors had laid down the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, the prevention of and detection of fraud and errors, the accuracy & completeness of the accounting records and the timely preparation of reliable financial disclosures.
For FY 2023-24, the Company had appointed M/s Ernst & Young LLP for the above purpose.
APPOINTMENT/ RE–APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND RESIGNATIONS/ COMPLETION OF TENURES BY THE DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the Financial Year 2023-24, there were following changes in the composition of Board of Directors of the Company:
As per the provisions of the Companies Act, 2013 Shri Mohammad Afzal and Shri Mahendra Kumar Gupta would retire by rotation at the ensuing Annual General Meeting and being eligible has offered themselves for re-appointment. The Board recommends their re-appointment. Necessary resolution(s) for the reappointment of aforesaid Directors have been included in the Notice convening the ensuing AGM.
Dr. Rajib Kumar Mishra (DIN 06836268) ceased to be Director and CMD of the Company w.e.f. 12th June 2024 pursuant to SEBI order dated 12th June 2024 restraining him from holding any position of Director or Key Managerial Personnel in any listed company or any intermediary registered with SEBI, in any capacity, for a period of six (6) months from the date of the said Order.
DETAILS OF BOARD MEETINGS
During the financial year ended 31st March 2024, the Board met Eight (08) times. The details of Board meetings are mentioned in Corporate Governance Report as annexed with this report. The intervening gap between any two meetings was within the period prescribed by the Act and SEBI Listing Regulations.
For further details in respect of Composition, number and attendance of each director in various Committees of Board as required in accordance with Secretarial Standard-1 on Board Meetings and SEBI Listing Regulations, please refer to the Corporate Governance Report of this Annual Report.
COMMITTEES OF THE BOARD
As on 31st March, 2024, the Board had all Statutory Committees i.e. Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee. The other Committees/ Group of Directors formed from time to time for specific purposes. The details are available in the Corporate Governance Report forming part of this Annual Report.
AUDIT COMMITTEE
The Company has duly constituted an Audit Committee, whose detailed composition and powers are provided in the Corporate Governance Report. There were no recommendations of the Audit Committee which have not been accepted by the Board during the financial year.
DECLARATION 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 Company's code of conduct for Directors and Senior Management Personnel.
Independent Directors get registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA') from time to time and undertake, if required, online proficiency self-assessment test conducted by the IICA.
In the opinion of the Board all Independent Directors (including independent directors appointed during the year) possess strong sense of integrity and have requisite experience, skills, qualification and expertise and are independent of the management. For further details, please refer to Corporate Governance report.
BOARD EVALUATION
The performance evaluation process and related tools are reviewed by the "Nomination & Remuneration Committee" on a need basis, and the Committee may periodically seek independent external advice in relation to the process. The Committee may amend the Policy, if required, to ascertain its appropriateness as per the needs of the Company from time to time.
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual directors, which includes criteria for performance evaluation of the non-executive and executive directors. The overall effectiveness of the Board is measured on the basis of the ratings obtained by each Director and accordingly the Board decides the Appointments, Re-appointments and Removal of the non-performing Directors of the Company. 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 exercise was carried through a structured evaluation process covering various aspects of the Board including committees and every Directors functioning such as composition of Board and committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. A questionnaire formed key part of the evaluation process for reviewing the functioning and effectiveness of the Board.
Board members had submitted their response for evaluating the entire Board, respective committees of which they are members and of their peer Board members, including Chairman of the Board.
The evaluation process focused on various aspects of the Board and Committees functioning such as structure, composition, quality, board meeting practices and overall Board effectiveness. The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The Independent Directors had a separate meeting held on 14th February 2024. No Directors other than Independent Directors attended this meeting. Independent Directors discussed inter-alia the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non- Executive Directors and took note of the quality, quantity and timeliness of flow of information between the company management and the Board.
The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated.
OUTCOME OF EVALUATION PROCESS
The Board was satisfied with the professional expertise and knowledge of each of its Directors. All the Directors effectively contributed to the decision-making process by the Board. Further, all the Committees were duly constituted and were functioning effectively. The Board also expressed its satisfaction in relation to the provision of supporting documents to the Board enabling it to assess the policy & procedural requirements for the proper functioning of the Company. The Board expressed its satisfaction with the decision making and decision implementing procedure followed by it. The Directors express their satisfaction with the evaluation process.
REMUNERATION POLICY
Your Company has in place a policy known as ‘Nomination & Remuneration Policy' for selection and appointment of Directors, Senior Management, and their remuneration. The Policy includes criteria for determining qualification, positive attributes & independence. The Company aspires to pay performance linked remuneration to its WTDs/CMD. It is ensured that the remuneration is determined in such a way that there exists a fine balance between fixed and variable pay. The Policy of the Company on Nomination and Remuneration & Board Diversity is placed on the website of the Company at https://ptcindia. com/wp-content/uploads/2019/07/Policy-on-Nomination-and-Remuneration-Board-Diversity-Policy.pdf There was no change carried out in the policy during the year under review.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity, and ethical behavior. In compliance with requirements of Act & SEBI Listing Regulations, the Company has established a mechanism under its Whistle Blower Policy for employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. Whistleblowing is the confidential disclosure by an individual of any concern encountered in the workplace relating to a perceived wrongdoing. The policy has been framed to enforce controls so as to provide a system of detection, reporting, prevention and appropriate dealing of issues relating to fraud, unethical behavior etc. The policy provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. During the year under review, no complaints were received by the Board or Audit Committee.
The whistle blower policy of the Company is available at the link https:// ptcindia.com/wp-content/uploads/2019/07/Whistle-Blower-Policy.pdf
CORPORATE SOCIAL RESPONSIBILITY
As a responsible corporate citizen, PTC India Limited (PTC) is committed to ensure its contribution to the welfare of the communities in the society where it operates, through its various Corporate Social Responsibility ("CSR") initiatives. The objective of PTC's CSR Policy is to consistently pursue the concept of integrated development of the society in an economically, socially and environmentally sustainable manner and at the same time recognize the interests of all its stakeholders. In order to accomplish this objective professionally, the Company has formed a Trust named the PTC Foundation Trust (PFT) for execution of the CSR initiatives of the Company. The Company has adopted a CSR policy.
To attain its CSR objectives in a professional and integrated manner, PTC undertakes the CSR activities as specified under the Act.
Currently, the CSR Committee consists of Smt. Rashmi Verma, Independent Director, Shri Ramesh Narain Misra, Independent Director, Ms. Sangeeta
Kaushik, Non-Executive Nominee Director, Shri Mahendra Kumar Gupta, Non-Executive Nominee Director and Shri Prakash S. Mhaske, Independent Director. The CSR Policy is available at the link: https://ptcindia.com/wp-content/ uploads/2019/07/corporate-social-responsibility-policy.pdf Further, the Annual Report on CSR Activities/ Initiatives including all requisite details is annexed with this report at Annexure 2.
RISK MANAGEMENT POLICY
Your Company has developed and implemented a risk management framework that includes the identification of elements of risk which in the opinion of the Board may threaten the existence of the Company. The Risk Management Policy has been revised during the year under review. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in evaluating, resolving and reporting risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, including the development of a Risk Matrix for each business. Tools like the Risk Matrix will guide decisions on risk related issues. Shri Rajiv Malhotra is the Group Chief Risk Officer (CRO).
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As stipulated under the SEBI Listing Regulations, the Business Responsibility and Sustainability Report in accordance with the guidelines issued by SEBI, describing the initiatives taken by the Company from environmental, social and governance perspective forms part of this Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186
Details of loans, guarantees and investments covered under Section 186 of the Act including purpose thereof form part of the notes to the financial statements provided in this Annual Report.
ANNUAL RETURN
In accordance with the provisions of Section 92(3) and 134 (3)(a) of the Act, the Annual Return of the Company is available on the website of the Company at: https://www.ptcindia.com/wp-content/uploads/2019/07/PTC_Annual_ Return_FY_2023-24.pdf
STATUTORY AUDITORS
M/s T.R. Chadha & Co. LLP., Chartered Accountants, were appointed as Statutory Auditors of your Company in the 22nd Annual General Meeting of the Company for a period of five consecutive years till conclusion of 27th Annual General Meeting of the Company to be held in year 2026.
The Statutory Auditors have audited the standalone and consolidated financial statements of the Company for the financial year ended 31st March 2024 and the same are being placed before members at the ensuing Annual General Meeting for their approval.
The Standalone Auditors' Report for FY 2023-24 is self- explanatory. The Auditors have given unmodified opinion with Emphasis of matters on Standalone Financial Statements. The Auditors' report for FY 2023-24 on consolidated financial statements has modified opinion. The Auditors' Reports are enclosed with the standalone and consolidated financial statements in this Annual Report.
Refer Annexure-6 for Statement on Impact of Audit Qualifications (for audit report with modified opinion) submitted along-with Consolidated Annual Audited Financial Results for FY 2023-24 as per Regulation 33 of the SEBI (LODR) Regulations, 2015.
During the period under review, no incident of fraud was reported by the Statutory Auditors pursuant to Section 143(12) of the Companies Act 2013.
INTERNAL AUDITORS
M/s. Ravi Rajan & Co. LLP, Chartered Accountants, were appointed in FY 2021-22 for a tenure of three financial years upto FY 2023-24. Reports of the
Internal Auditor for the year were submitted to the Audit Committee & Board. M/s. GSA & Associates, Chartered Accountants have been appointed as Internal Auditor for FY 2024-25.
COST AUDITORS
Cost audit is not applicable to the Company.
SECRETARIAL AUDITORS
As required under Section 204 of the Act and Rules made thereunder, the Board has appointed M/s. Agarwal S. Associates, Practicing Company Secretaries as secretarial auditor of the Company for the financial year 2023-24.
I. The Secretarial Audit Report for FY 2023-24 has highlighted following observations:- In pursuance to the proviso to the Regulation 17(1)(a) and 17(1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company being in the top 1000 listed entities did not have at least one Independent Woman Director on the Board during the period from April 01, 2023 to April 12, 2023 and the number of Independent Directors on the Board were less than fifty percent of Board Members during the period from April 01, 2023 to April 12, 2023 and from January 18, 2024 to March 31, 2024.
II. In pursuance to Regulation 19(1)(a) and Section 178 of the Companies Act, 2013 and Regulation 20(2A) and 21(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the composition of Nomination and Remuneration Committee (from 1st June, 2023 to 29th June 2023), Stakeholders Relationship Committee (from April 1, 2023 to April 12, 2023) and Risk Management Committee (from 23rd June 2023 to 29th June 2023) were not in compliance for intermittent period of few days i.e due to change/cessation of nominee directors during the year.
Further, the Secretarial Audit Report is annexed to the Board's Report at
Annexure 3.
Further, the Secretarial Audit Report of PTC Energy Limited, unlisted subsidiary, is annexed to Board's report at Annexure 4.
HUMAN RESOURCES
The Management recognises that people are a key resource and endeavours to enable its employees to deliver on business requirements while meeting their personal and professional aspirations. The Human resources plays a pivotal role in enabling smooth implementation of key strategic decisions. The Management aims at providing an environment where continuous learning takes place to meet the changing demands and priorities of the business including emerging businesses. The Management believes in inclusivity and is committed to and has always maintained gender diversity & equality in the organization. The employee engagement programmes are organized on the objective of inclusiveness. The Management encourages participation of employees in social activities and provides healthy work environment including flexi-timing wherein employees can maintain work life balance.
Industrial relations - Healthy, cordial, and harmonious industrial relations are being maintained at all times and all levels by your Company.
CORPORATE GOVERNANCE
A separate report on corporate governance, along with a certificate from the Practicing Company Secretary regarding the compliance of conditions of corporate governance norms as stipulated under SEBI Listing Regulations is annexed and forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis on matters related to the business performance as stipulated in the SEBI (LODR) Regulations, 2015 is given as a separate section in the Annual Report.
DOMESTIC POWER TRADING
Your Company has completed another significant year of its operations. In this financial year, the company has maintained its leadership position in the industry despite several changes in the market. Company has sustained consistent performance by maintaining continuous interactions with customers and providing innovative solutions. Your Company remains the front-runner in the power trading market.
PTC has achieved the trading volume of 74,841 MUs during 2023-24 against the previous year's volume of 70,610 MUs with a growth of 5.99%. PTC achieved short-term trading volume of 42,436 MUs during 2023-24 against the previous year's volume of 37,697 MUs with a growth of 12.57%. Further, PTC has achieved long & medium-term trading volumes of 32,405 MUs against the previous year's volume of 32,913 MUs. PTC managed to retain its leadership position in terms of the overall trading volumes in the power trading market. PTC's short term bilateral trade volumes were 5,088 MUs against previous year figure of 8,198 MUs and power exchanges volumes during the year were 37,348 MUs against the previous year volume of 29,499 MUs with a growth of 26.60%. PTC had sustained its presence in the portfolio management of power business for the utilities segment under various arrangements with government owned utilities. The arrangements mandate PTC for sale/purchase of power for the respective utilities under bilateral and power exchanges arrangements. PTC has also successfully ventured into the role of a holistic solution provider by assisting utilities in their day to day demand - supply assessment, price forecasting, market assessment etc.
Long Term Agreements for Purchase of power
POWER PURCHASE AGREEMENTS
PTC has in its portfolio Long-term Power Purchase Agreements (PPAs) with the generators for a cumulative capacity of around 10 GW for further sale of power to Discoms which includes Cross-Border power trade and most of them are already tied-up. The projects are based on domestic coal, imported coal, gas, hydro and renewable energy resources.
AGREEMENTS FOR SALE OF POWER
In the current year, PTC has signed agreements with Haryana Utilities and a power generator on medium term basis for supply of 100 MW of power. The power supply will commence in the next financial year.
CROSS BORDER POWER TRADE
In the current year, total Cross-border trade with Bhutan witnessed a volume of 6,005.7 MUs. PTC continues help enhancing Bhutan's power trade transaction on an Indian Power Exchange and has supplied 1339.7 MUs to Bhutan in FY 2023-24 during dry months as against 318.8 MUs in the previous year. PTC has conducted Bhutan's first sell transaction on an Indian Power Exchange and has sold 40.27 MUs from a generating station in Bhutan in the current year. PTC has a long-term power purchase agreement in place for 118 MW Nikachu Hydroelectric Project in Bhutan. The project was commissioned and power supply has commenced to Assam Utility in the current financial year.
PTC has supplied 1578 MUs to Bangladesh Power Development Board (BPDB) in the current financial year under the Long-term contract for 200 MW capacity as against 1657 MUs in the previous year.
Cross-border transactions remain a vital part of our portfolio with total volume of 7584 MUs as against 8650 MUs in the previous year. We expect to increase cross border transactions going forward.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO
The particulars relating to conservation of energy, technology absorption, are not applicable as Company has a small set up and only one office at New Delhi.
(A) Foreign exchange earnings and Outgo:
Information about the foreign exchange earnings and outgo, as required to be given under Section 134(3) (m) of the Act read with sub rule 3 of Rule 8 of the Companies (Accounts) Rules, 2014, is given as follows:
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5(1) and Rule 5(2)/(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached to the Directors' Report at Annexure 5.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL), ACT 2013
Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. This policy may be accessed on the Company's website i.e. www.ptcindia.com.
Internal Complaints Committee has been set up as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, inter-alia, to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any sexual harassment complaints during the year 2023-24 and hence no complaint is outstanding as on 31st March, 2024.
OTHER DISCLOSURES
i) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant or material orders were passed during the year under review by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
ii) TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM, with the Ministry of Corporate Affairs. During the period under review, the Company has transferred dividend of Rs. 21,91,665 which were unclaimed for seven years or more and lying in ‘Unpaid/ Unclaimed Dividend A/c' for such period to IEPF account. Further, 20,526 equity shares, in respect of which said unclaimed dividend has been transferred to IEPF account, have also been transferred to the IEPF account.
iii) DEPOSITS
Your Company has not accepted any deposits from public in terms of provisions of Companies Act, 2013. Thus, no disclosure is required relating to deposits under Chapter V of Companies Act, 2013.
iv) COMPLIANCE WITH SECRETARIAL STANDARD ON BOARD AND GENERAL MEETINGS
During the period under review, the Company has complied with the Secretarial Standards 1 & 2 as issued by the Institute of Company Secretaries of India.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: Issue of equity shares with differential rights as to dividend, voting or otherwise.
Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
Neither Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. Your Directors further state that there are no specific disclosures required under details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
Further, no application was filed under the Insolvency and Bankruptcy Code, 2016 during the year.
CAUTIONARY STATEMENT
Statements in this "Director's Report" & "Management Discussion and Analysis" describing the Company's objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations including raw material/ fuel availability and its prices, cyclical demand and pricing in the Company's principal markets, changes in the Government regulations, tax regimes, economic developments within India and the Countries in which the Company conducts business and other ancillary factors.
APPRECIATION AND ACKNOWLEDGEMENT
The Directors take this opportunity to express their deep sense of gratitude to the Promoters, Shareholders, Central and State Governments and their departments, Regulators, Central Electricity Authority, Banks and the local authorities for their continued guidance and support.
Your directors would also like to record its appreciation for the support and cooperation your Company has been receiving from its clients and everyone associated with the Company.
Your directors place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as an industry leader.
And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.