'DWHGWK$XJXVW 7R 0DQDJHU 0DQDJHU /LVWLQJ'HSDUWPHQW /LVWLQJ'HSDUWPHQW %6(/LPLWHG 1DWLRQDO6WRFN([FKDQJHRI,QGLD/LPLWHG 3KLUR]H-HHMHHEKR\7RZHUV'DODO6WUHHW ([FKDQJH3OD]D&%ORFN* 0XPEDL %DQGUD.XUOD&RPSOH[%DQGUD (DVW 6FULS&RGH 0XPEDL 6FULS&RGH3)6 6XEWK$QQXDO5HSRUWRI37&,QGLD)LQDQFLDO6HUYLFHV/LPLWHG 3)6 6LU0DGDP :H ZRXOG OLNH WR LQIRUP WKDW WK $QQXDO *HQHUDO 0HHWLQJ ³$0´ RI 37& ,QGLD )LQDQFLDO 6HUYLFHV /LPLWHG ³3)6´ ZLOOEHKHOGRQ)ULGD\WK6HSWHPEHUDW$0WKURXJK9LGHR&RQIHUHQFLQJ LQ DFFRUGDQFH ZLWK UHOHYDQW FLUFXODUV LVVXHG E\ 0LQLVWU\ RI &RUSRUDWH $IIDLUV DQG WKH 6HFXULWLHV DQG ([FKDQJH%RDUGRI,QGLD ,QWKLVUHJDUGSXUVXDQWWR5HJXODWLRQRI6(%,/LVWLQJ5HJXODWLRQVSOHDVHILQGDWWDFKHGWKHFRS\ RIWKHWK$QQXDO5HSRUWIRUWKHILQDQFLDO\HDUHQGHGVW0DUFKDORQJZLWKWKH1RWLFHRIWK$*0 RIWKH&RPSDQ\ 7KDQNLQJ<RX )RU37&,QGLD)LQDQFLDO6HUYLFHV/LPLWHG Digitally signed by VISHAL VISHAL GOYAL Date: 2021.08.30 GOYAL 09:46:13 +05'30' 9LVKDO*R\DO &RPSDQ\6HFUHWDU\ (QFORVHGDD 37&,QGLD)LQDQFLDO6HUYLFHV/WG &,1/'/3/& $VXEVLGLDU\RI37&,QGLD/LPLWHG 5HJLVWHUHG2IILFHWK)ORRU7HOHSKRQH([FKDQJH%XLOGLQJ%KLNDML&DPD3ODFH1HZ'HOKL,QGLD %RDUG)D[:HEVLWHZZZSWFILQDQFLDOFRP(PDLOLQIR#SWFILQDQFLDOFRP Contents Page No. Notice of the 15th Annual General Meeting 3 Directors’ Report 14 Report on Corporate Governance 24 Management Discussion and Analysis Report 41 Standalone Financial Statements 67 Consolidated Financial Statements 133 1 1 PFS AR 2020-21 260821.indd 1 8/26/2021 9:47:52 AM Reference Information Registered Office : PTC India Financial Services Limited 7th Floor, Telephone Exchange Building 8 Bhikaji Cama Place New Delhi - 110 066 Tel : (011) 26737300, Fax : (011) 26737373 CIN : L65999DL2006PLC153373 Company Secretary : Mr. Vishal Goyal Statutory Auditors : M/s. MSKA & Associates Internal Auditors : M/s. Grant Thornton India 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 Pvt. Ltd. (for Equity and Bonds) Selenium Tower B, Plot 31 & 32 Financial District, Nanakramguda, Serilingampally Mandal Hyderabad - 500 032, Telangana. Toll free number - 1- 800-309-4001 Bankers : Axis Bank Bank of Baroda Bank of India Bank of Maharashtra Canara Bank Central Bank of India Exim Bank of India HDFC Bank IDBI Bank Ltd ICICI Bank Ltd Indian Bank IndusInd Bank Limited Punjab National Bank State Bank of India The Jammu & Kashmir Bank Union Bank of India Yes Bank Debenture Trustee : IDBI Trusteeship Services Limited Asian Building, Ground Floor 17 R. Kamani Marg, Ballard Estate Mumbai- 400001 Tel : (022) 40807000, Fax : (022) 66311776 Website : www.ptcfinancial.com E-mail : [email protected] [email protected] 2 1 PFS AR 2020-21 260821.indd 2 8/26/2021 9:47:52 AM PTC India Financial Services Limited CIN: L65999DL2006PLC153373 Registered Office: 7th Floor, Telephone Exchange Building, 8 Bhikaji Cama Place New Delhi - 110 066 Tel: +91 11 26737300 / 26737400 Fax: 26737373 Website: www. ptcfinancial.com E-mail: [email protected] NOTICE OF 15th ANNUAL GENERAL MEETING “RESOLVED THAT pursuant to the provisions of Section 149, 150, th 152 and other applicable provisions, if any, of the Companies Act, 2013 NOTICE is hereby given that the 15 (Fifteenth) Annual General Meeting (the “Act”)and the Companies (Appointment and Qualification of (“AGM”) of the Members of PTC India Financial Services Ltd. (“PFS” or the th Directors) Rules, 2014, as amended from time to time, and the applicable “Company”) will be held on Friday, 24 day of September, 2021 at 11:00 a.m. by regulations of the SEBI (Listing Obligations and Disclosure Requirements) way of Video Conferencing (“VC”) to transact the following business: Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory ORDINARY BUSINESS modification(s) or re enactment(s) thereof, for the time being in force)and upon the recommendation of Nomination and Remuneration Committee, 1. To receive, consider and adopt: Shri Santosh Balachandran Nayar (DIN: 02175871), who was appointed a) Audited Standalone Financial Statements of the Company for the as Independent Director, by the Board for a period of three years w.e.f th financial year ended 31st March 2021, together with Board’s Report, 25 June 2018 and who is eligible for re-appointment and who meets the and report of Auditor’s thereon; and criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and SEBI Listing Regulations be and is b) Audited Consolidated Financial Statements of the Company for hereby re-appointed as Independent Director of the Company for a further the financial year ended 31st March 2021 and report of Auditor’s period of three years w.e.f. 25th June 2021. thereon. FURTHER RESOLVED THAT any Director or Company Secretary of 2. To re-appoint Dr. Pawan Singh (DIN : 00044987) who retires by rotation the Company be and is hereby authorized to do all such acts and take all at this Annual General Meeting and being eligible, offers himself for re- such steps as may be necessary, proper or expedient to give effect to this appointment. resolution.” To consider and if thought fit, to pass with or without modification(s), the 5. To appoint Ms. Renu Narang (DIN: 08070565) as Non-Executive following resolution as an Ordinary Resolution: Nominee Director and in this regard to consider and if thought fit, to pass with or without modification (s), the following resolution as an “RESOLVED THAT Dr. Pawan Singh (DIN : 00044987) who retires by Ordinary Resolution: rotation and who is eligible for re-appointment as per his existing terms of appointment be and is hereby re-appointed.” “RESOLVED THAT pursuant to provisions of Section 152, 161 and other applicable provisions of the Companies Act, 2013 (the “Act”) SPECIAL BUSINESS and rules framed thereunder (including any statutory modification(s) 3. To re-appoint Shri Kamlesh Shivji Vikamsey (DIN: 00059620) as an or re-enactment thereof for the time being in force) and upon the Independent Director of the Company recommendation of Nomination and Remuneration Committee, Ms. Renu Narang (DIN: 08070565), who was appointed as an additional director To consider and if thought fit, to pass with or without modification(s) the in the category of Nominee Director of PTC India Limited (Promoter following resolution as a Special Resolution: Company) by the Board of Directors w.e.f. 21st June 2021 and in respect “RESOLVED THAT pursuant to the provisions of Section 149, 152 of whom the Company has received a notice in writing under Section 160 and other applicable provisions, if any, of the Companies Act, 2013 of the Act from a member proposing her candidature for the office of the (the “Act”) and the Companies (Appointment and Qualification of Director of the Company, be and is hereby appointed as a Non- Executive Directors) Rules, 2014, as amended from time to time, and the applicable Director as Nominee of PTC India Limited whose office shall be liable to regulations of the SEBI (Listing Obligations and Disclosure Requirements) retire by rotation. Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory FURTHER RESOLVED THAT any Director or Company Secretary of modification(s) or re enactment(s) thereof, for the time being in force) the Company be and is hereby authorized to do all such acts and take all and upon the recommendation of Nomination and Remuneration such steps as may be necessary, proper or expedient to give effect to this Committee, Shri Kamlesh Shivji Vikamsey (DIN: 00059620), who was resolution.” appointed as Independent Director by the Board for a period of three years w.e.f. 12th May 2018 and who is eligible for re-appointment and who meets By Order of the Board of Directors, the criteria for independence as provided in Section 149(6) of the Act For PTC India Financial Services Limited along with the rules framed thereunder and SEBI Listing Regulations, be and is hereby re-appointed as Independent Director of the Company for a Sd/- further period of three years w.e.f. 12th May, 2021. (Vishal Goyal) Company Secretary FURTHER RESOLVED THAT any Director or Company Secretary of M.No. A19124 the Company be and is hereby authorized to do all such acts and take all Place: New Delhi Address: 7th Floor, Telephone Exchange Building, such steps as may be necessary, proper or expedient to give effect to this Date: 27th August 2021 8 Bhikaji Cama Place, New Delhi-110066 resolution.” Notes 4. To re-appoint Shri Santosh Balachandran Nayar (DIN: 02175871) as an Independent Director of the Company 1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular nos. 14/2020 and 17/2020 dated To consider and if thought fit, to pass with or without modification(s) the April 8, 2020 and April 13, 2020 respectively, in relation to “Clarification following resolution as a Special Resolution: on passing of ordinary and special resolutions by companies under the 3 1 PFS AR 2020-21 260821.indd 3 8/26/2021 9:47:52 AM Companies Act, 2013 (the “Act”) and the rules made thereunder on 8. SEBI has mandated the submission of Permanent Account Number account of the threat posed by Covid-19”, circular no. 20/2020 dated May (“PAN”) for participating in the securities market. Members holding 5, 2020 in relation to “Clarification on holding of annual general meeting shares in electronic form are, therefore, requested to submit their PAN to (“AGM”) through video conferencing (“VC”) or other audio visual means their Depository Participants with whom they are maintaining their demat (“OAVM”) and Circular no. 02/2021 dated January 13, 2021 in relation accounts. Members holding shares in physical form can submit their PAN to “Clarification on holding of annual general meeting (“AGM”) through to the Company or Kfin i.e. Registrar and Share Transfer Agent (“RTA”) video conferencing (“VC”) or other audio visual means (“OAVM”)” of the Company. (collectively referred to as “MCA Circulars”) and Securities and Exchange Board of India (“SEBI”) vide its circular no.