FUTURE PTC Directors Report

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company (‘the Company’ or ‘PTC India Limited’) along with the audited financial Statements of the Company and its subsidiaries for the financial year ended March 31, 2017.


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

Rs. in Crore


Financial Year Ended







Total Income





Profit / (Loss) before Interest, Depreciation & Tax (EBITDA) excluding OCI & after minority interest)





Finance Charges










Provision for Income Tax (including for earlier years)





Net Profit / (Loss) after tax





Profit / (loss) brought forward from previous year





Amount transferred to General Reserve





Dividend paid (including dividend tax)





Transferred to special reserve





Transferred to Statutory reserve





Re-measurement of post-employment benefit obligation, net of tax





Adjustment on consolidation





Transferred from share options o/s accounts





Transferred from reserve for equity instrument through OCI





Profit / (loss) carried to Balance Sheet





OCI (after minority interest)





Total other comprehensive income (after minority interest)





^previous year figures have been regrouped/rearranged wherever necessary.


The trading volumes were higher by 14.04% this year at 48320 MUs as against 42372 MUs during the previous year. With a turnover of Rs.14312.82 Crore (including other income) for the year 2016-17 as against Rs.12660.09 Crore (including other income) in the Financial Year 2015-16, your Company has earned a Profit After Tax of Rs.290.87 Crore as against Rs.234.43 Crore in the previous year.

Your Company has two subsidiaries, namely PTC India Financial Services Limited (PFS) and PTC Energy Limited (PEL). The consolidated turnover of the group is Rs.15513.47 Crore for the Financial Year 2016-17 as against Rs.13601.02 Crore for the Financial Year 2015-16. The consolidated Profit after Tax of the Group is Rs.414.72 Crore for the Financial Year 2016-17 as against Rs.322.52 for the Financial Year 2015-16.


Out of the profits of the Company, a sum of Rs.81.01 Crore has been transferred to General Reserves during the Financial Year and total reserves and surplus of the Company are Rs.2778.87 Crore (including securities premium) as on 31st March 2017.


The Board of Directors of your Company are pleased to recommend for your consideration and approval, a dividend @ 30% for the Financial Year 2016-17 i.e. Rs.3 per equity share of Rs.10 each. The dividend, if approved, at ensuing Annual General Meeting will absorb Rs.106.86 Crore including Dividend Distribution Tax amounting to Rs.18.06 Crore.

The dividend will be paid to the members whose names appear in the Register of Members as on a record date and in respect of shares held in dematerialized form whose names are furnished by National Securities Depositories Limited (NSDL) and Central Depository (India) Limited (CDSL) as beneficial owners as on record date.


As on 31st March 2017, net worth of your Company aggregates to Rs.3,074.88 Crore as compared to Rs.2,885.69 Crore for the previous Financial Year thereby registering a growth of 6.56%

EPS of the Company for the year ended 31st March, 2017 stands at Rs.9.83 in comparison to Rs.7.92 for the Financial Year ended 31st March, 2016.


There has 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 statement relates (i.e. 31stMarch, 2017) and on the date of this report.


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


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

As on 31st March 2017, PTC has 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 hold 4.05% each or 16.20% collectively of the paid-up and subscribed equity share capital of your Company and the balance of 83.80% of the paid-up and subscribed equity share capital of your Company is held by Power Sector Entities, Financial Institutions, Life Insurance Corporation of India, other Insurance Companies, Banking Institutions, Corporations, Investment Companies, Foreign Institutional Investors, Private Utilities and others including public at large.


Pursuant to sub-section (3) of section 129 of the Companies Act, 2013 (“the Act”), the statement containing the salient features of the financial statement of a company’s subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given in Form AOC-1 as Annexure 1 .

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 subsidiary of PTC India Limited wherein PTC holds 65% stake and has invested Rs.754.77 Crore. PFS is listed on NSE and BSE and has been classified as Infrastructure Finance Company (IFC) by the Reserve Bank of India.

PFS has recorded revenue of Rs.1199.11 Crore during FY17 compared to revenue of Rs.971.72 Crore during FY16. Interest income for FY17 stood at Rs.1123.31 Crore compared to Rs.928 Crore during FY16, thus registering an increase of about 21.05%. The profit before tax and profit after tax for FY17 stood at Rs.406.52 Crore and Rs.260.18 Crore respectively. Net interest income increased to Rs.492.15, thereby recording a growth of over 15.55% during FY17.

The Board of Directors of PFS has recommended a dividend @ 15% i.e. Rs.1.5 per equity share of Rs.10/- each for the Financial Year 2016-17.

PTC Energy Limited

PTC Energy Limited (PEL) was set up as a subsidiary of PTC India Limited to develop asset base taking in to its sphere the developmental activities, fuel intermediation etc. and company has invested Rs.654.12 Crore in PEL.

The vision of PEL is to play a pivotal role in India’s emerging Energy sector through asset base business and as a fuel aggregator.

PEL had commissioned 30 MW wind power project in Distt. of Ratlam and 20 MW wind power project in Distt. of Mandsaur of Madhya Pradesh till 31st March 2016. In FY 16-17, five wind projects of PEL totaling 238.8 MW have also been commissioned as per the agreed schedule by 31.03.2017 taking its total operating capacity to 288.8 MW. Although the PPAs have been signed for these projects, with respective Discoms, however, their ratification(s) from the State Regulator(s) is still in the process.

During the year, PEL has recorded total income of Rs.47.19 crore (Previous year Rs.4.55 Crore)

INVESTMENT IN OTHER COMPANIES (Amount released up to 31st March 2017)

- Your Company has executed Equity Subscription Agreement (ESA) for investment in Athena Energy Ventures Private Limited (AEVPL). PTC has released Rs.150 Crore. The other investors in this Company are Athena Group and IDFC. PTC has made a provision of Rs.32.55 Crore towards this investment during FY 16 - 17.

- Your Company had made an investment of Rs.37.55 Crore in Krishna Godavari Power Utilities Limited. However, due to slow progress and other issues, provision was made for entire amount of Rs.37.55 Crore during FY 2015-16.

- Teesta Urja Limited (TUL) was implementing a project of 1200 MW Teesta III Hydro Electric Project and the company invested a sum of Rs.224.33 Crore in equity of TUL. During the year 2014-15, Govt. of Sikkim (GoS) agreed to have 51% equity holding in TUL by partly acquiring shares from the existing shareholders and partly by subscribing to new shares. Accordingly the company being an existing shareholder sold a part of its shareholding amounting to Rs.44.03 crore to GoS which was carried at fair value of Rs.37.51 Crore as on 31/03/2015 as one of the existing shareholding company was non-resident therefore, valuation of shares was required to be carried out as per any internationally accepted pricing methodology under FEMA and loss due to reduction in fair value was booked in FY 2014-15 for such transfer of shares. The sale of 4,29,62,777 shares took place in August 2015 and the shareholding of PTC in TUL was reduced to 6.89%.

The remaining part of investment was also carried out at fair value of Rs.153.61 Crore as on 31/03/2015. As on 31/03/2017, the company has carried out fair valuation of investment in TUL and same stood as Rs.165.65 Crore as against Rs.153.61 Crore of previous year

- Your Company has invested Rs.4 Crore equity in M/s. Chenab Valley Power Projects Private Limited (CVPPPL) with NHPC and JKSPDC.

The Policy for Determining Material Subsidiaries as approved by the Board is available on the company’s website at the link: http://www.ptcindia.com/ statutory information/Policy-on-Determining-Material-Subsidiaries.pdf


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 Companies Act, 2013. 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.

The Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions as approved by the Board is available on the company’s website at the link http://www.ptcindia.com/statutory information/Policy-on-materiality-of-Related-Party-Transactions-and-also-on-dealing-with-Related-Party-Transactions.pdf

Pursuant to clause (a) sub section (3) of section 134 of the Companies Act, 2013 & Rule 8 of Companies (Accounts) Rules 2014, Form AOC-2 is attached at Annexure 2.


Pursuant to the requirements of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of your Company confirms that:

a. In the preparation of the annual accounts for the year ended March 31, 2017, 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, 2017 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 Companies Act, 2013 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.


The Company adopted Indian Accounting Standard (Ind-AS) from April 1, 2016 and accordingly, the Consolidated Financial Statements have been prepared in accordance with the Accounting Standard notified under Section 133 of the Companies Act, 2013 and the relevant rules issued thereunder read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘SEBI (LODR) Regulations, 2015’) and the other accounting principles generally accepted in India. The Consolidated Financial Statements form part of the Annual Report.


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.

The Company has appointed M/s. Grant Thornton for the above purpose.


As per the provisions of the Companies Act, Mr. Ajit Kumar and Mr. Rajib Kumar Mishra Directors would retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. The Board recommends their re-appointment.


- Shri Ved Jain and Shri Dipak Chatterjee, Independent Directors had completed their tenure on December 07, 2016 and April 15, 2017 respectively.

- Shri Hemant Bhargava has ceased to be the Nominee Director of LIC of India w.e.f. October 20, 2016.

- Smt. Jyoti Arora, nominee of Ministry of Power, Government of India has completed her present tenure with Central Government and ceased to be a Director w.e.f. July 6, 2017.

- On attaining the superannuation in PFC Limited, Shri Anil Kumar Agarwal, has ceased to be the Nominee Director w.e.f. January 01, 2017 (appointed on 5th February, 2015).

- On attaining the superannuation in NHPC Limited, Shri Jayant Kumar, has ceased to be a Nominee Director w.e.f. March 01, 2017 (appointed on 7th April, 2016) .


- Appointment of Shri Chinmoy Gangopadhyay as Nominee of PFC Limited effective from February 01, 2017.

- Appointment of Shri Mahesh Kumar Mittal as Nominee of NHPC Limited effective from March 15, 2017.

- Appointment of Shri Jayant Purushottam Gokhale as an Independent Director effective from March 16, 2017.

- Appointment of Shri Rakesh Kacker as an Independent Director effective from March 23, 2017.

- Appointment of Shri K. S. Nagnyal as Nominee of LIC of India effective from April 29, 2017.

- Appointment of Shri Arun Kumar Verma as Nominee of Ministry of Power, Govt. of India effective from August 10, 2017.


The Board met eight (8) times during the financial year ended on March 31, 2017. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”).

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


As on March 31, 2017 the Board had Committees i.e. the Audit Committee, the Nomination & Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholder’s Relationship Committee. The full details are available in Corporate Governance Report.


The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulation.


The Familiarization Programme Module for Independent Directors is put up on the website of the Company at the link: http://ptcindia.com/statutory_ information/FAMILIARISATION-PROGRAMME-MODULE.pdf


The performance evaluation process and related tools are reviewed by the “Nomination & Remuneration Committee” on 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 include 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.


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 a way that there exists a fine balance between fixed and incentive pay. The Policy of the Company on Nomination and Remuneration & Board Diversity is also placed on the website of the Company i.e. www.ptcindia.com and is also annexed to this report at Annexure 3.


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 Companies Act, 2013 & 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 http://www.ptcindia.com/statutory_information/ptc%20Group%20whistle%20 blower%20policy.pdf


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.

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

The Corporate Social Responsibility Committee has approved a Corporate Social Responsibility Policy (CSR Policy) indicating therein the activities to be undertaken by the Company presently. This has also been duly approved by the Board.

The CSR Policy is available at the link: http://www.ptcindia.com/statutory information/PTC%20Group%20Whistle%20Blower%20Policy.pdf

Further, the report on CSR Activities/ Initiatives is attached with this report at Annexure 4.


Your Company has developed and implemented a risk management framework that includes the identification of elements of risk which in the opinion of the Board may threaten the existence of the Company. A group Risk Management Policy has been approved. 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 Group Chief Risk Officer (CRO).


Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.


Pursuant to section 92(3) of the Companies Act, 2013 (‘the Act’) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed with this report at Annexure 5.


M/s K.G. Somani & Co., Chartered Accountants, were appointed as Statutory Auditors of your Company in the 17th Annual General Meeting of the Company for a period of five years till conclusion of 22nd Annual General Meeting of the Company subject to the annual ratification in every Annual General Meeting. In the ensuing 18th Annual General Meeting, the appointment of Statutory Auditors is to be ratified by the members and in this regard, the Company has also received a certificate from the said Statutory Auditors to the effect that their ratification, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for appointment and act as Statutory Auditors.

The Statutory Auditors have audited the Accounts of the Company for the Financial year ended 31stMarch 2017 and the same is being placed before members at the ensuing Annual General Meeting for their approval.

The Auditors’ Report for FY 2017 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.


M/s. GSA Associates & Co., Chartered Accountants, New Delhi were appointed as Internal Auditors of the Company for the Financial Year 2016-17 and their reports for the year were submitted to the Audit Committee & Board.


Cost audit is not applicable to the Company.


As required under Section 204 of the Companies Act, 2013 and Rules made there under, the Board has appointed M/s. Agarwal S. Associates, Practicing Company Secretaries as secretarial auditor of the Company for the financial year 2016-17.

The Secretarial Auditors’ Report for fiscal 2017 does not contain any qualification, reservation or adverse remark except that the composition of Board is not in line with SEBI regulations. The Secretarial Auditors Report is enclosed to the Board’s Report at Annexure 6. The Company has initiated the process to comply with the provision of composition of Board and same shall be complied shortly.


Your company recognises that its people are key resource. Human resources plays a pivotal role in enabling smooth implementation of key strategic decisions through leadership and capability development, and industrial relations practices. Your Company aims at providing an environment where continuous learning takes place to meet the changing demands and priorities of the business including emerging businesses. Your company believes that retaining talent gives a competitive advantage in a fast evolving and challenging business environment.

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.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company’s thrust is on the promotion of talent internally through job rotation and job enlargement.


A separate report on corporate governance, along with a certificate from the Practicing Company Secretary in practice regarding the compliance of conditions of corporate governance norms as stipulated under SEBI (LODR) Regulations, 2015, is annexed and forms part of the Annual 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.


As stipulated under the SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms a part of this Annual Report

Domestic Power Trading

Your Company has completed another significant year of its operations. The Financial year 2016-17 has seen a shift in focus towards addition of Renewable energy (i.e. Wind, Solar etc.) also the tariff towards the renewable energy has significantly dropped to new lows in recent bids due to large scale projects and flow of PE and foreign funds making inroads to Indian power sector. In this financial year the company has still maintained and sustained its leadership position in the industry despite several changes in the market dynamics. Volumes of the company have grown by maintaining the continuous interaction with customers, providing innovative solutions and managing the key power portfolio of some states. Your Company remains the front runner in the power trading market.

PTC has achieved the highest trading volume of 48320 MUs during 2016-17 against the previous year’s figure of 42372 MUs with an annualized growth of 14% over the previous year. PTC achieved Short term trading volume of 7931 MUs (Previous year 10,034 Mus) during 2016-17 even after severe transmission constraints on various inter-regional links and shift of utilities to purchase from power exchanges due to prevailing low tariff in the exchanges. However, PTC managed to retain its top position with the overall trading volumes considering overall trading business.

PTC’s volume on power exchanges during 2016-17 reached 17965 MUs against the previous year figure of 13044 MUs which has seen an increase of 38 % over the previous year.

PTC has sustained its presence in the portfolio management of power business for the Utilities segment as it maintained agreement with Jharkhand Bijli Vitran Nigam Limited, Bihar State Power Holding Company Limited, Haryana Power Purchase Centre, Government of Himachal Pradesh and New Delhi Municipal Council. The arrangements mandate PTC for sale / purchase of power for the respective utilities under bilateral, power exchanges and banking arrangements.

Long Term Agreements for Purchase of power

(A) Commissioned Projects

i. Power Projects commissioned before FY 2016-17: The existing LongTerm arrangements where power supply commenced before FY2016-17: 2601 MW

ii. Power Projects commissioned during FY 2016-17: The Long-term arrangements where power supply commenced during FY 2016-17: 650 MW

iii. Power Projects expected to be commissioned in FY 2017-18: Pipeline of projects with long term arrangements which would be commencing power supply in FY 2017-18: 1430 MWs

(B) Power Purchase Agreements

PTC has in its portfolio long term Power Purchase Agreements (PPAs) with the generators for a cumulative capacity of about 11375 MW for further sale of power to Discoms which includes Cross-Border power trade.

The projects are based on domestic coal, imported coal, gas, hydro and other renewable energy resources.

(C) Agreements for Sale of Power

PTC has participated in the tender invited by SECI in FY 2016-17 for selection of power trader for sale of wind power under the Ministry of New Renewable Energy scheme for 1000 MW ISTS connected wind power projects, wherein PTC emerged as the successful bidder and LOI was placed on PTC. Subsequently, PTC has executed MoAs with seven Discoms for the entire quantum of 1049.9 MW.

PTC has participated with about 500 MW aggregate capacities in long term and medium terms bids invited by Bangladesh which are under evaluation and are likely to be finalized in the FY 2017-18. In addition, to this PTC had signed a Power Purchase Agreement for another 40 MW in May, 2016 through competitive bidding for medium term supply to Bangladesh and the power supply has commenced in October, 2016.

Cross Border Power Trade

Cross-border trade with Bhutan witnessed 5440 MUs for FY 2016-17. Also, Trade with Nepal witnessed 132.79 MUs.

In addition to the above, PTC continues to supply 250 MW power to Bangladesh Power Development Board (BPDB) from West Bengal State Electricity Distribution Company Limited. Accordingly, volume for this transaction for FY16-17 was 1902.84 MUs. In addition to this, PTC has commenced supply of 40 MW power in Oct, 2017 to BPDB on medium term basis through competitive bidding and has supplied 115.29 MUs in FY 2016-17. Accordingly, total volume for this transaction for F.Y was 2018 MUs as compared to 1908.51 MUs last year.

Cross-border transactions remain a vital part of our portfolio and we continue to see an increase in volumes in the next year also.


The particulars relating to conservation of energy, technology absorption, is not applicable.


During the year, the total foreign exchange used was Rs.1.66 Crore (Exp.) and the total foreign exchange earned was Rs.1085.61 Crore.


The information required pursuant to Section 197 read with Rule 5(1) & Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to the Directors’ Report at Annexure 7 & Annexure 8 respectively.


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 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 2016-17.



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.


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.11,37,047/- which were unclaimed for seven years or more and lied in ‘unpaid/ unclaimed dividend A/c’ for such period to IEPF account. Further, NIL equity shares, in respect of which said unclaimed dividend has been transferred to IEPF account, have also been transferred to the IEPF account.


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.


Your Directors state that no disclosure or reporting in respect of the following items is required 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.


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 difference to the Company’s operations including raw material/ fuel availability and its prices, cyclical demand and pricing in the Company’s principle 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.


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 industry leader.

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

For and on behalf of the Board


(Deepak Amitabh)

Place: New Delhi. (Chairman & Managing Director)

Date: 10th August, 2017 DIN: 01061535

CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.

Disclaimer: There is no guarantee of profits or no exceptions from losses. The investment advice provided are solely the personal views of the research team. You are advised to rely on your own judgment while making investment / Trading decisions. Past performance is not an indicator of future returns. Investment is subject to market risks. You should read and understand the Risk Disclosure Documents before trading/Investing.

Disclosure: We, Dynamic Equities Private Limited are also engaged in Proprietory Trading apart from Client Business. In case of any complaints/grievances, clients may write to us at compliance@dynamiclevels.com

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