PTC India : Annual Report 2022-23

We bring

Life to Power

24th Annual Report 2022-23

Vision

"To be a frontrunner in power trading by developing a vibrant power market and striving

to correct market distortions"

Mission

• • Promote Power Trading to optimally utilize the existing resources.
• Develop power market for market based investments into the Indian Power Sector.
• Facilitate development of power projects particularly through private investment.
• • Promote exchange of power with neighbouring countries.

Values

• Transparency
• The Customer is always right
• Encouraging Individual initiative
• Continuous Learning
• Teamwork

CONTENTS
	Page No.
Board of Directors	02
Notice	03-09
Directors' Report	10-26
Report on Corporate Governance	27-43
Business Responsibility and Sustainability Report (BRSR)	44-68
Management Discussion and Analysis	69-72
Standalone Financial Statements of PTC India Limited	73-127
Consolidated Financial Statements of PTC Group	128-211

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BOARD OF DIRECTORS (as on 15th August, 2023)

1. Dr. Rajib Kumar Mishra, CMD, PTC
2. Shri Mohammad Afzal, Director (MoP Nominee)
3. Shri Devendra Swaroop Saksena, Independent Director
4. Shri Ramesh Narain Misra, Independent Director
5. Smt. Sangeeta Kaushik, Director (NTPC Nominee)
6. Shri Prakash S. Mhaske, Independent Director
7. Shri Mahendra Kumar Gupta, Director (NHPC Nominee)
8. Smt. Rashmi Verma, Independent Director
9. Dr. Jayant Dasgupta, Independent Director
10. Shri Narendra Kumar, Independent Director
11. Shri Ravisankar Ganesan, Director (POWERGRID Nominee)
12. Shri Rajiv Ranjan Jha, Director (PFC Nominee)

Company Secretary

Shri Rajiv Maheshwari

Statutory Auditors

M/s. T R Chadha & Co. LLP

Internal Auditors

M/s. Ravirajan & Co.

Registrar and Share Transfer Agents

M/s. MCS Share Transfer Agent Limited

F-65, Okhla Industrial Area, Phase-I

New Delhi - 110 020

Phone: [phone]; Fax: [phone]

Principal Bankers

IDBI Bank Ltd.

Indian Overseas Bank

ICICI Bank

Indian Bank

Indusind Bank

Union Bank of India

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PTC INDIA LIMITED

CIN: L40105DL1999PLC099328

Regd. Office: 2nd Floor, NBCC Tower,

15 Bhikaji Cama Place, New Delhi - 110 066

Website: Tel: [phone]. Fax: [phone]

E-mail: [e-mail] Website: www.ptcindia.com

NOTICE

NOTICE is hereby given that the 24th (Twenty fourth) Annual General Meeting of the Members of PTC India Limited (PTC) will be held on Wednesday, the 27th day of September, 2023 at 12:30 p.m. by way of Video Conferencing ("VC"), to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the (a) Audited Standalone Financial Statements of the Company for the year ended 31st March 2023, together with Board's Report, and report of Auditor's thereon and (b) Audited Consolidated Financial Statements of the Company for the year ended 31st March, 2023 and report of Auditor's thereon.
2. To consider and if thought fit, to pass with or without modification (s), the following resolution for the final dividend for the Financial Year 2022-23 as an Ordinary Resolution:
   "RESOLVED THAT pursuant to provision of Section 123 of the Companies Act, 2013 and all other applicable provisions of the Companies Act, 2013 and rules framed there under (including any statutory modification(s) or re-enactment thereof for the time being in force), final dividend at the rate of 78% (` 7.8 per equity share of ` 10/- each) be and is hereby declared for the FY 2022-23, out of the profits of the Company on the 29,60,08,321 equity shares of ` 10/- each fully paid up to be paid as per the ownership as on 20th September, 2023."
3. To appoint a Director in the place of Ms. Sangeeta Kaushik (DIN: 09157948) who retires by rotation at this Annual General Meeting and being eligible offers herself for re-appointment.
   To consider and if thought fit, to pass with or without modification (s), the following resolution as an Ordinary Resolution:
   "RESOLVED THAT Ms. Sangeeta Kaushik (DIN: 09157948) who retires by rotation and who is eligible for re-appointment be and is hereby reappointed as Non-Executive Nominee Director."

SPECIAL BUSINESSES:

4. To appoint Shri Rajiv Ranjan Jha (DIN: 03523954) as Non-Executive Nominee Director and in this regard to consider and if thought fit, to pass with or without modification (s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to provisions of Section 152, 161 and other applicable provisions of the Companies Act, 2013 and rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Shri Rajiv Ranjan Jha (DIN : 03523954), who was appointed as an additional director in the category of Nominee Director of Power Finance Corporation Limited (PFC) by the Board of Directors w.e.f. 30th June, 2023 and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of the Director of the Company, be and is hereby appointed as a Non-Executive Director as Nominee of PFC whose office shall be liable to retire by rotation.

FURTHER RESOLVED THAT any Director or Company Secretary of the Company be and is hereby authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

By Order of the Board of Directors

For PTC India Limited

Date: 1st September, 2023	(Rajiv Maheshwari)
Place: New Delhi	Company Secretary
	Membership no. FCS-4998
	Address: 2nd Floor, NBCC Tower,
	15 Bhikaji Cama Place, New Delhi-110066
NOTES:

1. The Ministry of Corporate Affairs ('MCA') has vide circulars i.e General Circular no. 14/2020 dated 8th April, 2020, General Circular no. 17/2020 dated 13th April, 2020, General Circular no. 22/2020 dated 15th June, 2020, General Circular no. 33/2020 dated 28th September, 2020, General Circular No. 39/2020 dated 31st December, 2020, General Circular No. 10/2021 dated 23rd June, 2021 and the General Circular No. 20/2021 dated 8th December, 2021, General Circular No. 2/2022 dated 5th May 2022 and General Circular No. 10/2022 dated 28th December 2022 permitted companies to conduct General Meeting through video conferencing ('VC') till 30th September, 2023. In compliance with the MCA and applicable provisions of the Act and Listing Regulations, the AGM of the Company is being convened and conducted through VC. The deemed venue for the AGM shall be the Registered Office of the Company.
2. Pursuant to the above referred MCA Circulars, the facility to appoint proxy to attend and cast vote for the Members is not available for this AGM. However, corporate members intending to appoint their authorized representatives to attend the meeting are requested to send the Company a certified copy of Board Resolutions authorizing their representative to attend and vote on their behalf at the meeting.
3. Relevant documents referred to in the accompanying Notice and the explanatory statement are open for inspection at the registered office of the Company on all working days, except Saturdays, between 11:00 a.m. and 1:00 p.m. upto the date of Annual General Meeting. The requisite statutory registers as well as documents referred in notice shall also be open for inspection through electronic mode during the meeting.
4. Details of Directors seeking appointment and re-appointment as prescribed under SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 read with the Secretarial Standards-II issued by the Institute of Company Secretaries of India is annexed hereto and forms part of the notice.
5. The Register of Members and Share Transfer Books of the Company will be closed from 21st September, 2023 to 27th September, 2023 (both days inclusive) for determining the names of members eligible for dividend on Equity Shares, if declared at the meeting.
6. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.
7. 1. For shares held in electronic form: to their Depository Participants (DPs)
   2. For shares held in physical form: to the Company/Share Transfer Agent (RTA) in prescribed Form ISR-1 and other forms pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/ CIR/2023/37 dated March 16, 2023. In the absence of any of the required documents in a folio, on or after October 1, 2023, the folio shall be frozen by the RTA. Members may also refer the Company's website www.ptcindia.com for SEBI directions and the download

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