The Members, PTC India Ltd.
 
 The Directors take great pleasure in presenting to you, the Twelfth
 Annual Report on the activities of your company, together with the
 Audited Annual Accounts for the Financial Year 2010-11.
 
 Performance and Financial Highlights
 
 Your Company has completed another successful year of its operations,
 wherein it has sustained and maintained its leadership position in the
 industry. The trading volumes were 34.25% higher this year at 24481MUs
 as against 18236 MUs during the previous year. With a turnover of Rs.
 90603 Million (including other income)for the year 2010-2011 as against
 Rs.78445 Million (Including other income) in the financial year
 2009-10, your Company has earned a profit after tax of Rs.1385 Million
 as against Rs. 941 Million in the previous year.
 
 Your Company has two subsidiaries, namely PTC India Financial Services
 Limited (60% owned) and PTC Energy Limited (Wholly Owned). The
 consolidated turnover of the group is Rs 92627 million for the current
 financial year as against Rs. 79257 million for the financial year
 2009-10. The consolidated profit after tax of the group is Rs1660.26
 million for the current financial year as against Rs. 1072.69 million
 for the financial year 2009-10.
 
 The financial results of the company for the FY 2010-11 vis-a-vis
 2009-10 under broad heads are summarized as under:- Financial results
 of the company for the FY 2010-2011 vis –a-vis 2010-11
 
 (in Rs. Million)
 
 Particulars                      For the Year          For the Year
                                  ended 31.03.2011      ended 31.03.2010
 
 Sales (including rebate on purchase 89972.75             77703.41
 of power, service charges and
 surcharge)
 
 Other Income ( including income       630.41               741.66
 from consultancy services)
 
 Purchase (including rebate 
 on sale of                          88370.81             76750.60
 power)
 
 Employee Cost                          69.58               184.35
 
 Other Expenses etc.                   144.37               135.13
 
 Profit before amortization,          2018.40              1374.99
 depreciation and prior period items
 
 Amortization and Depreciation          50.34                55.21
 
 Prior Period Expenses/(Income)          0.09                 1.85
 
 Profit Before Tax                    1967.97              1317.93
 
 Provision for Taxation (including     582.78               376.92
 deferred tax income )
 
 Profit After Tax                     1385.19               941.01
 
 Balance as per last accounts          938.52               691.98
 
 Transferred to General Reserves       415.56               282.30
 
 Dividend (incl. dividend tax)         514.24               412.17
 
 Transfer to contingent reserves          -                     -
 
 Balance carried forward to Balance   1393.91               938.52
 Sheet
 
 Earning Per Share in Rs.                4.70                 3.31
 
 
 Appropriations
 
 Dividend
 
 Your Directors are pleased to recommend for your consideration and
 approval dividend @ 15% for the financial year 2010-11 i.e. Rs.1.50 per
 equity share (as against Rs.1.20/-per equity share in the previous
 year) of Rs. 10 each. The dividend if approved at ensuing Annual
 General Meeting will absorb Rs.514.24 million including corporate
 dividend tax amounting to Rs.71.78 million.
 
 The dividend will be paid to members whose names appear in the register
 of members as on a record date; in respect of shares held in
 dematerialized form whose names are furnished by the Depositories, as
 beneficial owners
 
 Reserves
 
 Out of the profits of the Company, a sum of Rs.415.56 Million has been
 transferred to General Reserves during the year and total reserves and
 surplus of the Company are Rs.18,852.06Million (including share
 premium) as on 31st March 2011.
 
 Fixed Deposits
 
 The Company has not accepted any public deposits during the year and as
 such, no amount on account of principal or interest was outstanding as
 on the date of Balance Sheet.
 
 As on 31st March 2011, net worth of your Company aggregates to
 Rs.21,801.80 Mn as compared to Rs. 20962.37 Mn for the previous year
 thereby registering a growth of 4.00%.
 
 EPS of the Company as on 31.03.2011 stands at Rs.4.70 in comparison to
 Rs.  3.31 as on 31.03.2010
 
 TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNT AND UNPAID/ UNCLAIMED
 REFUND AMOUNT OF IPO TO IEPF:- Pursuant to provisions of Section
 205(A)(5) of Companies Act 1956, the declared dividend of FY 2003-04
 and unpaid/ unclaimed amount of refund of IPO, which remain unpaid for
 the period of seven years has been transferred by company to the
 Investor Education Provident Fund(IEPF) , established by Central
 Government, pursuant to Section 205(C) of said Act.
 
 
 Conservation of Energy & Technology Absorption
 
 As your Company is engaged in the activity of trading of power and
 other related activities, the particulars relating to conservation of
 energy and technology absorption respectively are not applicable to it.
 
 The company had successfully ventured into the field of wind power
 generation in March, 2008. The 4 X 1.5 MW wind farm project of PTC is
 located at Sinnar, Nashik in Maharashtra. The PPA for the project has
 been executed with the state distribution utility (MSEDCL) for Rs. 3.50
 / kWh with an escalation of 15 paisa / kWh per annum for 13 years. The
 project generated about 12.3 MUs of energy worth Rs. 4.70 Crores in
 FY2010-11.
 
 Foreign exchange earnings & outgo etc.
 
 The Company has incurred an expenditure of Rs.4.70 Million (on accrual
 basis) in foreign exchange during the financial year 2010-2011. No
 foreign exchange was earned during the financial year.
 
 Particulars of the employees u/s 217 (2A)
 
 During the Financial Year ending 2011, no employee was employed for
 full or part of the year, who was in receipt of remuneration, which in
 aggregate or as the case may be, at a rate which, in the aggregate was
 not less than Rs.  60 lacs per annum or Rs. 5 lakh per month except the
 following employees the details of whom are given below:- Name Sh. T.
 N. Thakur Designation CMD Qualification B.Sc. (Engineering ) Nature of
 Employment
 
 Whether contractual or otherwise CMD
 
 Nature of Duties of employees Overall Managerial
 functions of company
 
 Last employment held Power Finance
 Corporation Ltd.
 
 Number of years of experience 39
 
 Age 62
 
 Date of commencement of employment 11.10.2000
 
 Gross Remuneration (figures in Rs. Million) 11.03 Millions
 
 No. of Equity Shares held (of Rs. 10/- each) 1,94,490
 
 Whether Relative of a Director or Manager No No Other terms and
 conditions of Employment -
 
 Auditors:- - Statutory Auditors
 
 M/s. T.R. Chadha & Company, Chartered Accountants were appointed as
 Statutory Auditors of the Company for the Financial Year 2010-2011 by
 the Shareholders in the eleventh Annual General Meeting of the Company
 and shall hold office upto the conclusion of the forthcoming Annual
 General Meeting of the Company.
 
 The Statutory Auditors have audited the Accounts of the Company for the
 Year ended 31 March 2011 and Audited Accounts together with the
 Auditors'' Report thereon are annexed to this report.
 
 Qualification in Audit Report and Management representation thereon
 
 As mentioned by the Statutory Auditors in their Audit Report regarding
 consolidated accounts, an associate entity of PFS namely, RS India Wind
 Energy Limited (RSIWEL) wherein PFS holds 37% equity stake, could not
 provide its financial statement for the FY 2010-11. RSIWEL has informed
 PFS that they could not finalise accounts for the aforesaid financial
 year as their request for restructuring the credit facility (lease) and
 terms and conditions thereof including for conversion of lease facility
 in to term loan is under consideration of the lending institution
 (lessor), and which may have material bearing on the accounts of the
 financial year.
 
 The issue of rotation of the Statutory Auditors has been discussed at
 Board level and has been mutually agreed with the existing Statutory
 Auditors.  Shareholders will be required to elect auditors for the
 current year and fix their remuneration. The Board has recommended M/s.
 K.G.Somani & Co to act as Statutory Auditors for current FY and consent
 is being taken from M/s. K.G.Somai & Co. to the effect that their
 appointment, if made, would be in conformity with the limits prescribed
 in section 224(1B) of the Companies Act , 1956.
 
 The Board recommends the appointment of M/s. K.G.Somani & Co.as the
 Statutory Auditors of the company for the Financial Year 2011-2012 by
 the Shareholders in the Twelfth Annual General Meeting of the Company.
 
 Internal Auditors
 
 M/s. Ravirajan & Co. Chartered Accountants, Delhi were appointed as
 Internal Auditors of the Company for the Financial Year 2010-2011 and
 their reports for the year were submitted to the Audit Committee.
 
 Cost Auditors
 
 The cost auditors of the Company for the 4 X 1.5 MW wind farm project
 of PTC is located at Sinnar, Nashik in Maharashtra are M/s. Ramnath
 Iyer & Company.
 
 Subsidiary Companies
 
 PTC India Financial Services Ltd. (PFS)
 
 PTC India Financial Services Limited (PFS), wherein the Company holds
 60% stake, is one of the subsidiaries of PTC India Ltd.
 
 PFS has been listed on NSE and BSE with its successful IPO raising in
 March, 2011. Its capital base post IPO is Rs.1019 Crore. PFS has also
 been granted status of Infrastructure Finance Company (IFC) from
 Reserve Bank of India in the month of August, 2010. Pursuant to IFC
 status, PFS issued long term infrastructure bonds carrying benefits of
 Section 80CCF of Income Tax Act, 1961. PFS has also successfully
 finalized ECB with DEG, and International Finance Corporation for USD
 26 Million and USD 50 Million respectively.
 
 The operational and financial performance of the Company during the
 year 2010-11 has maintained rather exceeded growth momentum during the
 year 2009-10.
 
 During the year 2010-11, the company has recorded revenue income of
 Rs.1088.52 million rising from Rs. 534.90 million, thus recording
 103.50% growth. The profit before tax has increased from Rs. 367.00
 million in 2009-10 to Rs. 514.31 million in year 2010-11 recording
 increase by 40.14 %. The profit after tax recorded increase by 45.48%
 from Rs. 254.52 million in 2009-10 to Rs. 370.27 million during the
 year 2010-11.
 
 The amount of debt sanction during the year, excluding those
 convertible into long term loans, increased to Rs. 17030 million
 compared to Rs. 12490 million in the previous year. The level of
 disbursement of debt was Rs.  6236.64 million during the year and Rs.
 2827.08 million in previous year.  Effective commitments for sanctions
 of debt as on 31st March, 2011 were Rs. 33649 million as compared to
 Rs. 18332 million as on 31st March 2010.
 
 Upfront financing of CER amounted to Rs. 222.38 million in the year
 2010-11 as against Rs. 50 million in the year 2009-10.
 
 The number of new projects for which financial assistance was
 sanctioned during the year was 20 taking the total number of sanctioned
 projects till 31st March, 2011 to 62. The financial assistance
 sanctioned by PFS so far would help capacity creation of more than
 14000 MW.
 
 PTC Energy Limited (PEL)
 
 PTC Energy Ltd. (PEL), incorporated in 2008, is a wholly owned
 subsidiary of your Company, primarily to undertake various activities
 related to the business of power generation, distribution, import of
 coal and other allied works.
 
 PEL has initiated steps to explore joint development of projects in the
 energy sector. The core investment strategy of PEL is to jointly
 develop projects with a view to invest as promoter and hold on to
 investment rather than investing with intent to exit. PEL has
 accordingly formulated an investment policy and is pursuing a number of
 projects in the energy sector.
 
 To bridge the gap in demand supply position for coal based power
 projects and to overcome fuel supply disruptions, PEL has entered in to
 this business avenue to play the role of fuel intermediation, thus
 acquiring a position of strength for tying up imported long-term fuel
 supply. To expedite fuel intermediation business with a view to meet up
 the fuel deficiency faced by utilities/clients, PEL is actively engaged
 in import of coal. Starting its fuel intermediation business operations
 effectively from November 2009, PEL in its third year of operations
 i.e. 2010-11, has imported and sold 2.80 lakhs MT of coal as against
 1.07 lakhs MT in FY 2009-10 and has recorded coal revenue income of Rs.
 92.78 crores rising from Rs. 26.85 crores in FY 2009-10.
 
 The income of PEL has increased to Rs. 93.82 crores as compared to Rs.
 27.84 crores in FY 2009-10 and Profit before Tax has increased to Rs.
 1.86 crores from Rs. 0.73 crores in FY 2009-10.
 
 PEL has undertaken a strategic investment of 48% equity amounting to
 Rs.  23.40 crores for joint development of 80 MW wind farm in
 Tamilnadu.
 
 Annual Accounts of the subsidiary companies
 
 The Audited Accounts for the financial year 2010-11 of PFS and PEL,
 being subsidiaries of your Company, have been attached with the Annual
 Accounts of your Company along with the statements as per the
 provisions of Section 212 of the Act. A copy each of Balance Sheet,
 profit and loss account, report of Board of Directors, report of
 Auditors and statement of interest of your Company in PFS and PEL is
 also enclosed.
 
 Investment in other Companies
 
 1.  Your Company has earlier executed Equity Subscription Agreement
 (ESA) for investment in Athena Energy Ventures Pvt. Ltd. (AEVPL).  As
 of now PTC has released Rs. 1500 Million and the other investors of
 this Company are Athena Power Projects Limited and Infrastructure
 Development Finance Company Limited (IDFC).
 
 2.  Your Company has earlier executed Equity Subscription Agreement
 (ESA) for investment in Krishna Godavari Power Utilities Limited upto
 Rs. 400 Million and as of now PTC has released Rs. 195.05 Million.
 
 3.  Teesta Urja Limited is developing 1200 MW Teesta-III Hydro Electric
 Project in the State of Sikkim. Your Company has acquired 11%
 subscribed equity in Teesta Urja Limited and has released Rs. 1414
 Million.
 
 Directors'' Responsibility Statement
 
 In pursuance of Section 217 (2AA) of the Companies Act 1956, the
 Directors make the following responsibility statement that:
 
 1. In the preparation of the Annual Accounts, the applicable Accounting
 Standards have been followed by PTC along with proper explanation
 relating to material departures;
 
 2.  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 2011 and of the profit
 of the Company for that period;
 
 3.  Proper and sufficient care had been taken by the Directors for
 maintenance of adequate Accounting records in accordance with the
 provisions of the Companies Act 1956 for safeguarding the assets of the
 Company and for preventing and detecting frauds and other
 irregularities and
 
 4.  The Annual Accounts had been prepared on a going concern basis.
 
 
 
 
 
 
 Acknowledgments
 
 The Board of Directors acknowledge with deep appreciation the co-
 operation received from the Government of India, particularly the
 Ministry of Power and the Ministry of External Affairs, State
 Electricity Utilities, State Governments, Regional Power Committees,
 Central
 
 Electricity Authority, Central Electricity Regulatory Commission and
 State Electricity Regulatory Commissions, Power Sector Organizations
 viz. Power Grid Corporation of India Ltd., NTPC Ltd., Power Finance
 Corporation Ltd., NHPC Ltd. , Life Insurance Corporation of India and
 valuable investors of the Company and look forward to their continued
 support in future.
 
 The Board wishes to place on record its appreciation for efforts and
 contribution made by the employees at all levels. Our consistent growth
 was made possible by their hard work, solidarity, co-operation and
 support.
 
 
                           For and on behalf of the Board of Directors
                                               (Tantra Narayan Thakur)
                                          Chairman & Managing Director
 
 
 Place: New Delhi                                          DIN00024322
 Date : 8th August, 2011