PTC India : PFS Annual Report 2022-23

17th Annual Report

2022-23

Preferred Financial Partner in financing Infrastructure Projects

	Contents
	Page No.
Notice of the 17th Annual General Meeting	3
Board's Report	13
Report on Corporate Governance	46
Management Discussion and Analysis Report	67
Standalone Financial Statements	72
Consolidated Financial Statements	154

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	Reference Information
Registered Office	: PTC India Financial Services Limited
		7th Floor, Telephone Exchange Building
		8 Bhikaji Cama Place
		New Delhi - 110 066
		Tel : [phone], Fax : [phone]
CIN	:	L65999DL2006PLC153373
Company Secretary	:	Ms. Shweta Agrawal
Statutory Auditors	: M/s. Lodha & Co.
Internal Auditors	: M/s. Deloitte Haskins & Sells LLP
Shares are listed on	: National Stock Exchange of India Limited (NSE)
		BSE Limited (BSE)
Depository	: National Securities Depository Limited
		Central Depository Services (India) Limited
Registrar and Share Transfer Agent	:	Kfin Technologies Limited
(for Equity and Bonds)		Karvy Selenium Tower B
		Plot 31-32, Gachibowli
		Financial District, Nanakramguda
		Hyderabad - 500 032
		Tel : [phone], Fax : [phone]
Bankers	:	Axis Bank
		Bank of Baroda
		Bank of India
		Bank of Maharashtra
		Canara Bank
		Central Bank of India
		HDFC Bank
		IDBI Bank Ltd
		ICICI Bank Ltd
		Indian Bank
		IndusInd Bank
		Punjab National Bank
		State Bank of India
		The Jammu & Kashmir Bank
		Union Bank of India
		Yes Bank Ltd
Debenture Trustee	: IDBI Trusteeship Services Limited
		Universal Insurance Building, Ground Floor
		Sir P.M Road, Fort Mumbai, Maharashtra - 400 001, India
		022 40807000, [phone], [phone]
		HYPERLINK "mailto:[e-mail]" [e-mail]
Website	:	www.ptcfinancial.com
E-mail	:	[e-mail]
		[e-mail] (for bondholders)
		[e-mail]

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PTC India Financial Services Limited

CIN: L65999DL2006PLC153373

Registered Office: 7th Floor, Telephone Exchange Building, 8 Bhikaji Cama Place New Delhi - 110 066

Tel: [phone] Fax: [phone]

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

NOTICE OF 17th ANNUAL GENERAL MEETING

NOTICE is hereby given that the 17th (Seventeenth) Annual General Meeting ("AGM") of the Members of PTC India Financial Services Ltd. ("PFS" or the "Company") will be held on Tuesday, 12th day of September, 2023 at

11.00 a.m. by way of Video Conferencing ("VC") to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt:
2. 1. Audited Standalone Financial Statements of the Company for the financial year ended 31st March 2023, together with Board's Report, and report of Auditor's thereon; and
   2. Audited Consolidated Financial Statements of the Company for the financial year ended 31st March 2023 and report of Auditor's thereon.
3. To re-appoint Sh. Pankaj Goel (DIN: 03006647) as Director, who retires by rotation at this Annual General Meeting and being eligible offers himself 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 Sh. Pankaj Goel (DIN: 03006647) who retires by rotation and who is eligible for re-appointment as per his existing terms, be and is hereby re-appointed as Director."
4. To declare final dividend on equity shares for the financial year ended March 31, 2023.
   To consider and if thought fit, to pass with or without modification (s), the following resolution as an Ordinary Resolution:
   "RESOLVED THAT the final dividend @ 10% i.e. ` 1/- per equity share (face value of ` 10/- per equity share) capital of the Company, as recommended by the Board of Directors, be and is hereby declared for the financial year ended March 31, 2023."

SPECIAL BUSINESSES

4. Appointment of Sh. Mahendra Lodha, (DIN: 01295859) as Director (Finance) and Chief Financial Officer of the Company and approve his remuneration.

To consider and if thought fit, to pass with or without modification (s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), and the Rules made thereunder read with applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the Articles of Association of the Company and the Nomination and Remuneration Policy, Sh. Mahendra Lodha (DIN: 01295859), who, on the recommendation of the Nomination and Remuneration Committee & Audit committee, was appointed by the Board of Directors (hereinafter referred to as "Board", which term shall, unless repugnant to the context or meaning thereof, be deemed to include any committee thereof), as an Additional Director of the Company with effect from June 14, 2023 and designated as Director (Finance) and Chief Financial Officer and who holds office as Additional Director upto

the date of ensuing Annual General Meeting ("AGM") of the Company, and in respect of whom, the Company has received a notice in writing under Section 160 of the Act proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), in accordance with the Articles of Association of the Company, and based on the recommendation of the Nomination

• Remuneration Committee (hereinafter referred to as the "NRC") and approval of the Audit committee and Board thereof and such other authorities, if any required, approval of the members of the Company be and is hereby accorded to the appointment of Sh. Mahendra Lodha (DIN: 01295859) as the Director (Finance) and Chief Financial Officer (Whole time Director) of the Company with effect from June 14, 2023, for a period of 5 (five) years or upto the age of superannuation whichever is earlier, on such remuneration as detailed in the explanatory statement to the notice. The Nomination and Remuneration Committee of the Company shall be authorized to take decisions on the total remuneration and perquisites, periodical increments/ Performance Related Pay, etc. and settle all issues relating to remuneration of Sh. Mahendra Lodha.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to take necessary action(s) in this regard including settling of any question regarding his re-appointment and authorized to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.

5. To alter Article of Association of the Company

To consider and if thought fit, to pass with or without modification (s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 5, 14 and all other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and the Rules framed thereunder read with Regulation 23(6) of the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 as amended form time to time, and such other approvals, sanctions if and when necessary, desirable and expedient in law, the restated Articles of Association be and is hereby approved and adopted as Articles of Association in the place of existing Articles of Association of the Company.

RESOLVED FURTHER THAT for the purpose of giving full effect to this resolution, the any of the Directors or Company secretary of the Company be and is hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, proper or desirable and to settle all questions, difficulties or doubts that may arise in this regard at any stage including acceptance of any changes as may be suggested by the Registrar of Companies and/or any other competent authority, without requiring the Board of Directors to secure any further consent or approval of the Members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution."

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6. To alter Memorandum of Association of the Company

To consider and if thought fit, to pass with or without modification (s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 4, 13 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and in accordance with the Table A of the Schedule I of the Act, consent of the Members be and is hereby accorded for adoption of the new set of Memorandum of Association of the Company, inter-alia, containing the following changes:

1. the words "Companies Act, 1956" be substituted with the words "Companies Act, 2013" whenever appears in the existing Memorandum of Association of the Company
2. in accordance with the Table A of the Schedule I of the Act, the Clause III (A), III (B) and Clause IV of the Memorandum of Association of the Company, be renamed and read as under:

Clause III (A)	-	The objects to be pursued by the Company on its
		incorporation are:
Clause III (B)	- Matters which are necessary for furtherance of the
		objects specified in Clause III (A) are:
Clause IV	-	The liability of the member(s) is limited, and this
		liability is limited to the amount unpaid, if any, on
		the shares held by them.

3. Existing Clause III (C) - "Other Objects of the Company not included in 'A' and 'B' above" is merged into Clause III (B).

RESOLVED FURTHER THAT for the purpose of giving full effect to this resolution, any of the Directors or Company secretary of the Company be and is hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, proper or desirable and to settle all questions, difficulties or doubts that may arise in this regard at any stage including acceptance of any changes as may be suggested by the Registrar of Companies and/or any other competent authority, without requiring the Board of Directors to secure any further consent or approval of the Members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution."

	By Order of the Board of Directors,
	For PTC India Financial Services Limited
	Sd/-
	Shweta Agrawal
	Company Secretary
	M.No.:ACS14148
Place: New Delhi	Address: 7th Floor, Telephone Exchange Building,
Date: August 18, 2023	8 Bhikaji Cama Place, New Delhi-110066
Notes:

1. In view of outbreak of COVID-19 pandemic, the Ministry of Corporate Affairs ('MCA') has, vide 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, General Circular No. 20/2021 dated 8th December, 2021, the General Circular No. 2/2022 dated 5th May, 2022 and General Circular No. 11/2022 dated 28th December, 2022 (collectively 'MCA Circulars'), 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.

1. Pursuant to the above referred MCA Circulars, since this AGM is being held through VC, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and consequent to which, the Proxy Form, Attendance Slip and route map of the AGM are not annexed to this Notice. 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.
2. 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 and Sundays, 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 will be made available electronically for inspection by the members of the Company upto the date of AGM. Members seeking inspection of such documents can send email at [e-mail].
3. Details of director(s) seeking appointment and re-appointment at this AGM, 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.
4. SEBI vide circular no. SEBI/ HO/ MIRSD/ MIRSD-PoD-1/ P/ CIR /2023/ 37 dated 16.03.2023 in supersession of SEBI circular no. SEBI/HO/ MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated 3rd November 2021 has instructed to mandatorily furnish PAN, KYC details and Nomination by holders of physical securities. In other words, it shall be mandatory for all holders of physical securities in listed companies to furnish PAN, Nomination, Contact details, Bank A/c details and Specimen signature for their corresponding folio numbers.
   Accordingly, it is once again reiterated that it is mandatory for all holders and claimants of physical securities to furnish PAN details to RTA.
   Pursuant to above SEBI circular, the shareholders are requested to furnish valid PAN, email address, mobile number, Bank account details and nomination details immediately in the below mentioned forms to the RTA:

Sr. No.	Form	Purpose
(i)	Form ISR-1	To register/update PAN, KYC details
(ii)	Form ISR-2	To Confirm Signature of securities holder by the
		Bank
(iii)	Form ISR-3	Declaration Form for opting-out of Nomination
(iv)	Form SH-13	Nomination Form
(v)	Form SH-14	Cancellation or Variation of Nomination (if
		any)

All above Forms ISR-1,ISR-2,ISR-3,SH-13 and SH-14 are available on our website www.ptcfinancial.com. Folios wherein any one of the cited details/documents (i.e. PAN, KYC, Bank Details and Nomination) are not available with us, on or after October 1, 2023, shall be frozen as per the aforesaid SEBI circular.

In view of the above, we request the shareholders to submit the duly filled- in Investor Service Request forms along with the supporting documents to Bank's RTA at below address at the earliest.

You are also requested to get your physical holding(s) into demat to get all the benefits including faster settlements and disbursement of corporate benefits like bonus, rights, dividends, immediate and fast transfer of securities etc.

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