Dear Shareholders,
On behalf of the Board of Directors, it is our pleasure to present the Seventeenth (17th)
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 31st March 2023.
1. Financial Performance and State of Company's 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 company's 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 shareholder's 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 31st March 2023 stood at 33.05% compared to
26.71% as on 31st 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 31st 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 31st 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 Company's 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 15th 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 Company's 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 31st
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 PFS'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, PFS shall
undertake the CSR activities as specified under the Act. As on 31st 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 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 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 31st 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 31st
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 13th AGM of the Company for a period of five years till
conclusion of 18th 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 don't 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 9th 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 Company's 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
arm's 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 Company's 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. Company's 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 Committee's 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
Company's 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 |
Director's 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 31st 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 31st 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 Company's 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 |
|