9 TH A N N U A L R E P O R T 2 0 0 7- 2 0 0 8

P T C I N D I A L I M I T E D

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NINTH ANNUAL GENERAL MEETINGTo be held on Wednesday, 6th August, 2008 at 4.00 PMat Air Force Auditorium, Subroto Park New Delhi-110 010

NOTE:1. Shareholders are requested to bring their copy of Annual

Report with them to the Annual General Meeting.2. No gifts or coupons would be given to the shareholders

for attending the Annual General Meeting.

Vision

To be a frontrunner in power trading by developing avibrant power market and striving

to correct market distortions

Mission

Promote Power Trading to optimallyutilize the existing resources.

Develop power market for market basedinvestments into the Indian Power Sector.

Incentivize development of Power Projects byproviding services on a holistic basis.

Promote exchange of power withneighbouring countries.

Values

Transparency The Customer is always right Encouraging Individual initiative Continuous Learning Teamwork

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CONTENTS

Board of Directors 04

Notice 0508

Directors Report/Certificates 0917

Standalone Financial Statement of PTC India Ltd. 1838

Consolidated Financial Statements of Group 3952

Subsidiary Companys Accounts/Documents 5365

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BOARD OF DIRECTORS

1. Shri T.N. Thakur, Chairman & Managing Director, PTC2. Shri Shashi Shekhar, Director, PTC3. Shri Deepak Amitabh, Director, PTC4. Shri Gireesh B. Pradhan, Addl. Secretary, MOP5. Smt. Preeti Saran, Joint Secretary, MEA6. Shri Satnam Singh, Director (Fin.), PFC7. Shri A.B.L. Srivastava, Director (Fin.), NHPC8. Shri I.J. Kapoor, Executive Director, NTPC9. Shri R.G. Yadav, ED, POWERGRID10. Shri G.P. Gupta, Director, PTC11. Shri D.P. Bagchi, Director, PTC12. Shri M.S. Verma, Director, PTC13. Shri P. Abraham, Director, PTC

Company SecretaryShri Rajiv Maheshwari

Statutory AuditorsM/s. T.R. Chadha & Co.

Internal AuditorsM/s. Ravi Rajan & Co.

Registrar and Share Transfer AgentsM/s. MCS LimitedSri Venkatesh BhavanW40, Okhla Industrial Area, PhaseIINew Delhi 110 020Phone: 41406149; Fax: 41709881

Principal BankersIDBI Ltd.Corporation BankYes Bank

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NOTICENOTICE is hereby given that the 9th Annual General Meeting of the Members ofPTC India Ltd. (PTC) will be held on Wednesday the 6th August, 2008 at04:00 p.m. at Airforce Auditorium, Subroto Park, Dhaula Kuan, NewDelhi110010 to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Balance Sheet as at 31 March 2008, Profit& Loss Account for the year ended on that date, the Auditors report thereonand the Directors Report for the financial year 200708.

2. To consider and if thought fit, to pass with or without modification (s), thefollowing resolution for dividend for the Financial Year 20072008 as ordinaryResolution:

Resolved that pursuant to provision of Section 205 and other applicableprovisions of the Companies Act, 1956, dividend at the rate of 10% be and ishereby declared for the financial year 200708, out of the profits of theCompany on the 22,74,19,000 equity shares of Rs. 10/ each fully paid up tobe paid as per the ownership as on 26th July, 2008.

3. To appoint a Director in place of Shri Satnam Singh, who retires by rotationand is eligible for reappointment.

4. To appoint a Director in place of Shri D.P. Bagchi, who retires by rotationand is eligible for reappointment.

5. To consider and if thought fit, to pass with or without modification (s), thefollowing resolution for appointment and fixation of the remuneration forthe Statutory Auditors for the Financial Year 20082009 as Special Resolution:

Resolved that pursuant to the provisions of Section 224A of the CompaniesAct, 1956, M/s T.R. Chadha & Co. Chartered Accountants, B30,Connaught Place, Kuthaila Building, New Delhi be and is hereby appointedas the Auditor of the Company for the Financial Year 20082009 to holdoffice from the conclusion of this Annual General Meeting till the conclusionof the next Annual General Meeting of the Company on such remunerationas may be determined by the Board of Directors or the Audit Committee ofthe Company.

Further resolved that Board of Directors / Audit Committee of the Companybe and is hereby authorized to take necessary actions in this regard.

SPECIAL BUSINESS

6. To appoint Mrs. Preeti Saran (who in pursuance of section 260 of theCompanies Act, 1956 was appointed as an Additional Director by the Boardof Directors to hold the office of Director only up to the date of this meeting),in respect of whom the Company has received a notice in writing from aMember proposing his candidature for the office of Director and to move thefollowing resolution as ordinary Resolution:

Resolved that pursuant to Section 257 of the Companies Act, 1956,Mrs. Preeti Saran be and is hereby appointed as a Director of the Companyand shall be liable to retire by rotation.

7. To appoint Shri A.B.L. Srivastava (who in pursuance of section 260 of theCompanies Act, 1956 was appointed as an Additional Director by the Boardof Directors to hold the office of Director only up to the date of this meeting),in respect of whom the Company has received a notice in writing from aMember proposing his candidature for the office of Director as a nominee ofNHPC Ltd. and to move the following resolution as ordinary Resolution:

Resolved that pursuant to Section 257 of the Companies Act, 1956, ShriA.B.L. Srivastava be and is hereby appointed as a Director of the Company asa nominee of NHPC Ltd. and shall be liable to retire by rotation.

8. To appoint Shri I.J. Kapoor (who in pursuance of section 260 of the CompaniesAct, 1956 was appointed as an Additional Director by the Board of Directorsto hold the office of Director only up to the date of this meeting), in respect ofwhom the Company has received a notice in writing from a Member proposinghis candidature for the office of Director as a nominee of NTPC Ltd. and to

move the following resolution as ordinary Resolution:

Resolved that pursuant to Section 257 of the Companies Act, 1956, Shri I.J.Kapoor be and is hereby appointed as a Director of the Company as a nomineeof NTPC Ltd. and shall be liable to retire by rotation.

9. To consider and if thought fit, to pass with or without modification (s), thefollowing resolution for approval of appointment of Shri Shashi Shekhar asWholetime Director already approved by the Board of Directors w.e.f.25.01.2008 and to move the following as ordinary Resolution:

Resolved that pursuant to the provision of Section 269, 309, schedule XIIIand other applicable provisions of the Companies Act, 1956 (including anystatutory modifications or reenactment thereof, for the time being in force)and provisions of the Articles of Association, Shri Shashi Shekhar be and ishereby appointed as the Wholetime of the Company with such designationas may be approved by the Board from time to time w.e.f. 25.01.2008 for aperiod of for a period of five years or his repatriation from deputation, whicheveris earlier.

Further resolved that the Board of Directors be and are hereby authorized tofix/ vary and/ to revise the remuneration of Shri Shashi Shekhar and theBoard is further authorized to settle any question in connection therewith orincidental thereto.

10. To consider and if thought fit, to pass with or without modification (s), thefollowing resolution for approval of appointment of Shri Deepak Amitabh asWholetime Director already approved by the Board of Directors w.e.f.25.01.2008 and to move the following as ordinary Resolution:

Resolved that pursuant to the provision of Section 269, 309, schedule XIIIand other applicable provisions of the Companies Act, 1956 (including anystatutory modifications or reenactment thereof, for the time being in force)and provisions of the Articles of Association, Shri Deepak Amitabh be and ishereby appointed as Wholetime of the Company with such designation asmay be approved by the Board from time to time w.e.f. 25.01.2008 for aperiod of for a period of five years or his repatriation from deputation, whicheveris earlier.

Further resolved that Board of Directors be and are hereby authorized to fix/vary and/ to revise the remuneration of Shri Deepak Amitabh and the Boardis further authorized to settle any question in connection therewith or incidentalthereto.

11. To consider and if thought fit, to pass with or without modification (s), thefollowing resolution relating to ESOP (as explained in the explanatory notes)and to move the following as special Resolution:

Resolved that subject to the approval of the shareholders pursuant to theprovisions of Section 81(1A) and all other applicable provisions, if any, of theCompanies Act, 1956 [the Act], the provisions of Securities and ExchangeBoard of India (Employee Stock Option Scheme and Employees Stock PurchaseScheme) Guidelines, 1999 [the SEBI Guidelines], including any statutorymodification(s) or reenactment(s) of the Act and/or Guidelines, the relevantprovisions of the Articles of Association of the Company and subject to suchother approvals, permissions and sanctions as may be necessary and subjectto such conditions and modifications as may be prescribed or imposed whilegranting such approvals, permissions and sanctions which may be agreed,consent be and is hereby accorded to create, offer, issue and grant/allot at anytime to or to the benefit of present and future permanent employees of theCompany and the Directors of the Company except an employee who isPromoter or belongs to the Promoter Group or a Director who either himselfor through his relative or through any body corporate directly or indirectlyholds more than 10% of the outstanding equity shares of the Company underthe Plan titled PTC India Limited Employee Stock Option Plan (hereinafterreferred to as the Plan;) upto 11,370,950 (i.e., 5% of the Issued ShareCapital as on 31st March, 2008) exercisable by the employees and Directorsgiving right to subscribe to one Equity share of Rs. 10/ each for every equity

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option so granted/allotted, at such price, in one or more tranches, and onsuch terms and conditions as given in the Plan as placed before the meeting,duly initialed by the Chairman for the purpose of identification.

Further resolved that the new equity shares to be issued and allotted by theCompany in the manner aforesaid shall rank pari passu from the date ofallotment, in all respects with the then existing Equity shares of the Companyand that the Company shall conform to the Accounting Policies as laid inClause 13.1 and Schedule I of the SEBI Guidelines and relevant AccountingStandards as laid down by the Institute of Chartered Accountants of India,prevailing from time to time.

Further resolved that for the purpose of giving effect to this resolution, theCompensation Committee constituted by the Board of Directors, as the casemay be, be and are hereby severally authorized on behalf of the Company toevolve, decide upon and bring into effect the Plan and make modifications,changes, variations, alterations or revisions in the said Plan from time to timeand as they may in its absolute discretion deem fit or necessary or desirablefor such purpose and with power on behalf of the Company to settle anyquestions, difficulties or doubts that may arise in this regard without requiringto secure any further consent or approval of the shareholders of the Companyto the end and intent that the shareholders shall be deemed to have givensuch consent/approval expressly.

12. To consider and if thought fit, to pass with or without modification (s), thefollowing resolution relating to ESOP (as explained in the explanatory notes)and to move the following as Special Resolution:

Resolved that subject to all requisite approvals, the benefits of the PTCIndia Limited Employee Stock Option Plan as proposed under ResolutionNo. 11 above be extended to such present and future permanent employeesand the Directors of the subsidiaries of the Company in India and outsideIndia whether existing or to be incorporated in the future, except an employeewho is Promoter or belongs to the Promoter Group or a Director who eitherhimself or through his relative or through any body corporate directly orindirectly holds more than 10% of the outstanding equity shares of theCompany, under the Plan titled PTC India Limited Employee Stock OptionPlan, on the same terms and conditions including price as applicable to thepresent and future permanent employees of the Company.

By Order of the Board of Directors,

For PTC INDIA LTD.Place: New Delhi (Rajiv Maheshwari)Date: 1st July, 2008 Company Secretary

Notes:

1. A Member entitled to attend and vote at the meeting is entitled to appoint aproxy to attend and vote instead of himself and a proxy need not be a memberof the Company. A proxy form is enclosed. The instrument appointing aproxy should, however, be deposited at the registered office of the Companynot less than 48 hours before the commencement of the meeting.

2. Explanatory Statement pursuant to Section 173 of the Companies Act, 1956in respect of Special Business set out in the notice is enclosed.

3. All documents referred to in the notice or in the accompanying explanatorystatement are open for inspection at the registered office of the Companybetween 11:00 a.m and 1:00 p.m. on all working days upto the date of AnnualGeneral Meeting.

4. The details pertaining to the appointment / reappointment of Directors arefurnished in statement of Corporate Governance in the Directors Report/ inthe Explanatory Statement in the notice.

5. The register of members and the share transfer books of the Company will beclosed from 26th July, 2008 to 6th August, 2008 both days inclusive. Thedividend in respect of equity shares held in the electronic form will be paidon the basis of beneficial ownership existing as on 26th July, 2008, and as perdetails available from NSDL and CDSL.

6. Members/ proxies should bring their copy of the Annual Report for referenceat the meeting as also the attendance slip duly filled in for attending themeeting.

7. Members are informed that in case of joint holders attending the meeting,only such joint holder who is first in the order of names will be entitled tovote.

8. Shareholders holding the shares in physical form and desirous of makingnominations are requested to send their requests in Form No. 2B in duplicate(which will be made available on request).

9. In respect of shareholders holding shares in electronic form, members arerequested to notify any change of address and change in bank details to theirDepositories Participants.

10. The communication address of our Registrar and Share Transfer Agent (RTA)is MCS Limited, Sri Venkatesh Bhavan, W40 Okhla Industrial Area PhaseII, New Delhi110020.

11. For Electronic Clearing System facility for crediting dividend directly to yourdesignated bank accounts, shareholders are requested to give their mandatein the form enclosed.

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To: All Shareholders, Directors and AuditorsAnnexure to the Notice

EXPLANATORY STATEMENT PURSUANT TO SECTION 173 OF THECOMPANIES ACT, 1956.

Item no. 3 and 4

Shri Satnam Singh and Shri D.P. Bagchi are retiring by rotation and are eligible forreappointment.

Shri Satnam Singh

Presently, Shri Satnam Singh is working as a Director (Fin.) on the Board of thePower Finance Corporation Ltd., (PFC). He has rich experience of Indian Power& Finance Sector

He is also a Director on the Board of Jharkhand Integrated Power Limited and PFCConsulting Ltd. He is a member of Shareholders Grievance Committee of PFC.He does not have any shareholding in the Company.

Shri D.P. Bagchi

Shri D.P. Bagchi has worked as Chief Secretary to the Government of Orissa. Hehas rich experience in all sectors of Indian Economy.

He is a Director on the Board of Visa Steel Limited, N.I.N.L., Jindal India ThermalPower Limited, Kajaria Ceramics and Hindustan Powergen Ltd. He is Chairmanof Audit Committee of Visa Steel Ltd. and N.I.N.L. He is also a Member of investorsGrievance Committee of Visa Steel Limited. He does not have any materialshareholding in the Company.

All the Directors whose appointment/ reappointment are proposed are interestedin the proposal of their own appointment / reappointment. The Board recommendsthe above proposals for approval.

Item no. 6, 7 and 8 and

Mrs. Preeti Saran

Presently, Mrs. Preeti Saran is working as Joint Secretary, Ministry of ExternalAffairs, Government of India. She has rich experience of Indian Economy speciallymatters relating to foreign affairs and neighboring counties of India. She is not aDirector in any other Company except PTC. She does not hold membership ofany Committee and she does not have any material shareholding in the Company.

Mrs. Saran is interested in her own appointment. The Board recommends theabove proposal for approval.

Shri A.B.L. Srivastava

Presently, Shri A.B.L. Srivastava is working as Director (Fin.) of NHPC Limited.He has rich experience of Indian Financial and Power Sector. He does not haveany shareholding in the Company.

Shri A.B.L. Srivastava is interested in his own appointment. The Board recommendsthe above proposal for approval.

Shri I. J. Kapoor

Presently, Shri I.J. Kapoor is working as Executive Director (Comml.) of NTPCLimited. He has rich experience of Indian Power Sector. He does not have anydirectorship in any other Company and has no shareholding in the Company.

Shri I.J. Kapoor is interested in his own appointment. The Board recommends theabove proposal for approval.

Item no. 9 and 10

Shri Shashi Shekhar

Shri Shashi Shekhar, an IAS Officer of the Tamil Nadu Cadre, 1981 Batch joinedPTC India Ltd. as Executive Director in June 2007 on deputation basis. Shri ShashiShekhar has held various senior positions in the State as well as Central Govt. Hewas District Collector of Pudukotttai and Nilgiri Districts in Tamil Nadu. He wasManaging Director of Tamil Nadu Minerals, Tamil Nadu Urban DevelopmentFund and Tamil Nadu Transport Development Finance Corporation (a NBFC).He was also Finance Commissioner to raise extra budgetary resources from the

market. He was Director and later Joint Secretary in the Ministry of Power from19982003 during which period he held the post of Director General of Bureau ofEnergy Efficiency as additional charge.

He is a Director on the Board of PTC India Financial Services Ltd. as nominee ofPTC. He is a member of Audit Committee of PTC India Financial Services Ltd. Hedoes not have any shareholding in the Company. Shri Shashi Shekhar is interestedin his own appointment.

Shri Deepak Amitabh

Shri Deepak Amitabh belongs to the 1984 batch of Indian Revenue Service. He ison deputation at PTC and has more than 24 years of work experience in auditing,financial analysis and revenue mobilization. He has acted as Financial Advisor toDirector General Naval Projects, Mumbai and has held in the Indian RevenueService, the post of Additional Commissioner of Income Tax, New Delhi and JointCommissioner of Income Tax, Mumbai.

He is a Director of PTC India Financial Services Limited (PFS), and in AthenaEnergy Ventures Private Limited (AEVPL) as nominee of PTC. He is also a Directoron the Board of Athena Damwe Power Private Ltd. He is a member of AuditCommittee of PTC India Financial Services Ltd. He is a Chairman of AuditCommittee of AEVPL. He has 300 equity shares in the shareholding in PTC.

Shri Deepak Amitabh is interested in his own appointment.

The Board recommends the above proposals for approval.

Item no. 11 & 12

The human resource of an organization plays a vital role in its growth and success.The Board of Directors (Board) recognizing the need to retain and attract the besttalent in the Company, and to recognize and reward contribution of the employeesto the organizations success, have proposed to offer the employees an option toacquire the equity shares of the Company under the Employee Stock Option Plantitled as PTC India Limited Employee Stock Option Plan (hereinafter referred toas Plan). The objective of the Plan is to retain and attract the best talent in theCompany, to infuse a sense of entrepreneurship and ownership amongst theemployees, to motivate the employees to perform better and to recognize and rewardcontribution of the employees to the organizations success.

The Compensation Committee (hereinafter referred to as Committee) constitutedby the Board will administer and supervise the Plan.

The main features of the Plan are as under:

1) Total number of options to be granted

The maximum number of shares that may be issued pursuant to exercise of optionsgranted to the eligible employees shall not exceed 5% of the Issued Share Capital ofthe Company as on 31st March, 2008 (i.e., 11,370,950 shares). Out of this 5%, theCompany proposes to grant 2% of options as part of first grant of options afterimplementation of the Plan (initial grant). The Committee will have the right toincrease or reduce such number of shares as it deems fit.

2) Identification of classes of employees entitled to participate in the Plan

I) The following employees are eligible to participate in the Plan based on such criteriaas may be decided by the Committee at its own discretion from time to time :

a. A permanent employee of the Company working in India or outside India;

b. A Director of the Company whether whole time or not;

c. An employee as defined in sub clauses (a) or (b) above of a subsidiary,in India or outside India.

II) The following employees are not eligible to participate in the Plan.

An employee who is a:

a. Promoter; or

b. belongs to the Promoter Group; or

c. a Director, who either by himself or through his relative or through anybody corporate, directly or indirectly, holds more than 10 percent of theoutstanding Shares of the Company.

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Vesting No. of years from % of options Cumulative % ofthe Grant date vested options vested

1st 1 15% 15%

2nd 2 15% 30%

3rd 3 30% 60%

4th 4 40% 100%

Category of Participants Exercise Price

Category I (who joined the 10% of the Market Price as on date ofCompany or the Subsidiary on grant or Rs 10/ whichever is higheror before March 31, 2003)

Category II (who joined the 30% of the Market Price as on the dateCompany or the Subsidiary of grant or Rs 10/ whichever is higherbetween April 01, 2003 toMarch 31, 2006)

Category III (who joined the 50% of the Market Price as on the dateCompany or the Subsidiary on of grant or Rs 10/ whichever is higheror after April 01, 2006 onwards)

3) Requirement of vesting and period of vesting

There shall be a minimum period of 1 (One) year between the grant of options andvesting of options. Subject to Participants continued employment with the Companyor the subsidiary and restrictions if any as set out in case of terminal events, theUnvested Options shall vest with the Participants over a four year period as per thefollowing schedule:

All employees are eligible to participate in the Plan subject to such criteria as maybe decided by the Committee at its own discretion, including, but not limited tothe date of joining of the employee with the Company or its subsidiary, performanceevaluation, current compensation, criticality or any other criteria, as the Committeedetermines.

However, an employee who is a

Promoter; or

belongs to the Promoter Group; or

a director, who either by himself or through his Relative or through any bodycorporate, directly or indirectly, holds more than 10 percent of the outstandingShares of the Company,

shall not be eligible to participate in the Plan.

8) Maximum number of options to be issued per employee and in aggregate

The Committee would offer the options to an employee eligible to participate in the Plan,in accordance with the terms and conditions of the Plan for the time being in force. Eachoption shall entitle the participant to one share of the Company.

During any one year, no employee or Director shall be granted options equal to orexceeding 1% of the issued capital (excluding outstanding warrants and conversions)of the Company at the time of grant of Options.

9) Disclosure and accounting policies

The Company shall follow and conform to the Accounting Policies as mentionedin Clause 13.1 and Schedule I of Securities and Exchange Board of India (EmployeeStock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999,(the SEBI Guidelines) and the applicable accounting policies issued by the Instituteof Chartered Accountants of India from time to time.

10) Method for valuation of options

The Company will use the Intrinsic Value Method to value its options. The differencebetween employee compensation cost computed following the Intrinsic Value tovalue its options and the employee compensation cost, that shall have been recognizedif it had used the Fair Value of the options, shall be disclosed in the DirectorsReport and also the impact of this difference on profits and on EPS of the Companyshall be disclosed in the Directors Report.

Since the Plan provides for issue of shares to be offered to persons other than theexisting shareholders of the Company, consent of the shareholders is sought byway of a special resolution pursuant to the provisions of Section 81(1A) and allother applicable provisions, if any, of the Companies Act 1956, (the Act), theprovisions of the SEBI including any statutory modification(s) or reenactment(s)of the Act and/or of the SEBI Guidelines.

A copy of the Plan will be available for inspection by the shareholders on anyworking day from the date of this notice to_the date of 9th Annual General Meetingbetween 10.00 a.m. to 3.00 p.m.

The Board recommends the resolutions to the shareholders for their approval.Directors are interested in the resolutions to the extent of their shareholding(s).

By Order of the Board of Directors,For PTC India Ltd.

Place: New Delhi (Rajiv Maheshwari)Date: 1st July, 2008 Company Secretary

The Exercise Price of Options incase of subsequent grants shall be 75% of theMarket Price as on date of Grant or Rs 10/ whichever is higher.

For purposes of this Clause,

Initial Grant means the first grant of options by the Company after theimplementation of the Plan.

Subsequent Grant means all the following grants after the initial grant, whether ornot the grantee has been granted options earlier.

6) Exercise period and the process of exercise

Subject to the conditions laid down for terminal events (death, permanentincapacitation of the employee etc.), the vested options shall be exercisable within aperiod of 5 years from the first vesting date. The exercise of options shall take placeat the time and place designated by the Committee or the Company and by executingsuch documents as mentioned in the Plan to pass a valid title to the relevant sharesto the participant, free and clear of any liens, encumbrances and transfer, restrictionssave for those set out therein. An option shall be deemed to be exercised only whenthe Committee receives a written or an electronic notice of exercise and the exerciseprice (in accordance with the Plan) from the person entitled to exercise the option.

7) Appraisal process for determining the eligibility of the employees to thePlan

4) Maximum period within which the options shall be vested

The maximum period for vesting the options shall be 4 (four) years from the grantdate.

5) Exercise price and method of option valuation

The Exercise Price for the initial grant of Options shall be as under:

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DIRECTORS REPORT

To,

The Members, PTC India Ltd.

Your Directors have immense pleasure in presenting to you, the ninth AnnualReport on the activities of your Company, together with the Audited AnnualAccounts for the Financial Year 20072008.

Performance and Financial Highlights

Your Company has completed another significant year of its operations, one inwhich it has sustained and consolidated its position in the industry. In spite ofvarious constraints, the trading volumes were marginal higher this year at 9,889MUs as against 9,549 MUs during the previous year, with a turnover of Rs. 39,493Million (Including other income) as against Rs. 37,859 Million (including otherincome) in the financial year 200607. Your Company has earned a profit after taxof Rs. 487 Million as against Rs. 351 Million in the previous year.

Your Company has allotted 77,419,000 equity shares of Rs. 10 each fully paid upat the issue price of Rs. 155 per equity share aggregating to an issue size ofRs.11, 99, 99, 45,000/ in favor of Qualified Institutional Buyers (QIBs) on15th January, 2008 in terms of Chapter XIIIA of the Securities and ExchangeBoard of India (Disclosure and Investor Protection) Guidelines, 2000 as amended.ABN AMRO Securities (India) Pvt. Ltd and Kotak Mahindra Capital CompanyLimited acted as Book Running Lead Managers for the issue.

The financial results of the Company for the FY 200708 visavis 200607 underbroad heads are summarized as under:

Particulars For the Year For the Yearended 31.03.2008 ended 31.03.2007

Sales* (including rebate onpurchase of power and surcharge) 39,061.47 37,666.56Other Income (including incomefrom consultancy services) 431.62 192.92Purchase** (including rebate onsale of power, scheduling andhandling charges) 38,693.59 37,216.52Employee Cost 79.86 57.03Other Expenses etc. 99.47 94.53Profit before amortization, 620.17 491.40depreciation and prior period itemsAmortization and Depreciation 29.48 32.83Prior Period Expenses/(Income) 1.35 1.36Profit Before Tax 589.34 457.21Provision for Taxation (includingdeferred tax income ) 102.21 106.27Profit After Tax 487.13 350.94Balance as per last accounts 404.58 334.41Transferred to General Reserves 146.14 105.28Dividend (incl. dividend tax) 266.07 175.49Balance carried forward toBalance Sheet 479.50 404.58Earning Per Share in Rs. 2.93 2.34

* Includes Coal Sales of Rs. Nil Million in FY 0708 and Rs. 134.82 Millionin previous FY 0607.

** Includes Coal Purchases of Rs. Nil Million in FY 0708 and Rs. 134.50Million in previous FY 0607.

Dividend

The Directors recommend dividend @ 10% for the FY 0708.

Reserves

Out of the profit of the Company, a sum of Rs. 146.14 Million has been transferredto General Reserves during the year and total reserves and surplus stood atRs. 12,521.37 Million (including share premium) as on 31.03.2008.

Capital Structure

As on 31.03.2008, PTC has Authorized share capital of Rs. 750,00,00,000 andpaidup capital of Rs. 2,27,41,90,000/ divided into 22,74,19,000 equity sharesof Rs. 10 each. The equity shares of your Company are listed on Bombay StockExchange Limited (BSE) and The 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 5.28% each, or 21.12% collectively of the paidup equity andsubscribed share capital of your Company and the balance of 78.88% of the equitypaidup and subscribed share capital of your Company is held by Power Entities,Financial Institutions, Insurance Companies, Banking Institutions, Corporations,Investment Companies, Foreign Institutional Investors, Private Utilities and othersincluding general public at large. The shareholding pattern of your Company as on31.03.2008 is as follows:

Category No. of shares Percentage ofheld shareholding

A Promoters holding1. Promoters

Indian Promoters 48000000 21.12 Foreign Promoters

2. Persons acting in concert

SubTotal 48000000 21.12

B. NonPromoters Holding1. Institutions

Mutual Funds and UTI 21042173 9.25Banks and Financial Institutions 12317607 5.42Insurance Companies 20883457 9.18FIIs 81233861 35.72SubTotal B(1) 135477098 59.57

2. Non InstitutionsBodies Corporate ( incl. DVC) 18776079 8.26Individuals(holding nominal share capital upto Rs. One lac) 22677225 9.97Individuals(Holding nominal share capital in excess 1634314 .72of Rs. One lac)Others NRIs 817484 0.36 Trusts and Foundations 36800 0.02SubTotal B (2) 43941902 19.32

GRAND TOTAL 227419000 100.00

Number Share Holding of No. of % Toof Nominal Value of Rs. Shares Total

Folios

117672 Upto 500 14292398 6.284498 501 To 1000 3748161 1.651623 1001 To 2000 2486229 1.09472 2001 To 3000 1231784 .54171 3001 To 4000 618193 .27202 4001 To 5000 968711 .42250 5001 To 10000 1846046 .81212 10001 To 50000 4235634 1.8724 50001 To 100000 1710446 .7584 100001 And Above 196281398 86.3

125208 TOTAL 227419000 100.00

Distribution of shareholding As on 31.03.2008Nominal value of each share is Rs. 10/

(in Rupees million)

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Share price data BSE Scrip Code 532524 and NSE 'PTC'

Month Monthly High Monthly Low

April 07 62.20 53.50May 07 71.30 55.10June 07 69.15 58.15July 07 107.00 62.70August 07 86.00 68.30September 07 97.85 80.75October 07 125.40 77.50November 07 174.65 115.50December 07 169.70 138.10January 08 201.70 94.85February 08 132.00 97.70March 08 118.00 84.50

Net Worth and Earning Per Share (EPS)

As on 31.03.2008, Net Worth of your Company stands at Rs. 14,795.56 Millionas compared to Rs. 2,638.82 Million on 31.03.2007 and EPS of the Companystands at Rs.2.93 compared to Rs. 2.34 on 31.03.2007.

Management Discussions and Analysis

This year has been a crucial period for the countrys revival of interest towards thepower sector. A number of initiatives were taken by the Government to encourageinvestments in the sector and sensitize the various stakeholders about the importanceof energy and need to conserve the valuable energy resources. Various regulatoryand policy matters have been under active discussions at different platforms forpreparing a clearer road map for evolution of the power market.

The regulatory landscape has seen positive development with the approval beinggiven to the first National level Power Exchange, Indian Energy Exchange (IEX).Issues like open access for the collective transactions on the power exchange havebeen dealt by the policy makers. Being the frontrunner in the development of thepower market, your Company has rightly been associated with and copromotedthe Indian Energy Exchange, along with FTIL and MCX.

However, the mist regarding fixation of the short term trading margin at 4 paise perKWh continued and there was no change in the status quo. This regulation, whichis a subjudice matter, has a strong bearing on your Companys profitability and itsability to introduce new products and services in the market since risks and returnsgo together.

On the performance front, your Company has been constantly adding value to thesector by the short term trading of power. As a consequence, now power has beenviewed as an asset and a source of earning revenue. Till now the domestic longterm business has not been significantly contributing to the operational performance.However, the long term portfolio is in the maturity phase and the year ahead wouldsee significant benefits to the sector in terms of addition to the generating capacityand to your Company in terms of greater trading volumes.

In terms of cross border trade, currently your Company is trading surplus powerfrom the three hydro projects in Bhutan. 1020 MW Tala project, becoming fullyoperational, generated power throughout the year and contributed significantly tothe crossborder trade volumes. To add to that, PTC is also looking for exchangeof power with Nepal and active efforts are on to strengthen and build transmissionlines between the two countries for operationalizing trading of power based oncommercial principles.

PTC organized a high level Power Summit for the 2nd time, in succession inKathmandu during September 2007 in association with Nepal Bankers Associationand Independent Power Producers Association of Nepal to take forward thecooperation between the two countries on development of Nepals hydropowerpotential. The 2nd Power Summit was a resounding success just as the first oneand it kickstarted serious dialogues between Indian and Nepalese Governmentagencies, investors and private entrepreneurs towards accelerated development of

Nepals hydro resources. The summit aimed to give special focus on inviting theinvestment participation from private players and to explore the accessibility tothe power market in India through Power Exchange. Over 200 participants,including the leading names in the power sector as well as Financial Institutionssuch as SN Power, Butwal Power Company, ICF International, IDFC,POWERGRID, JSPL, IFC Dhaka, L&T, IL&FS, NHPC, ATHENA, ICTC,Standard Chartered Bank, Nabil Bank, Bank of Kathmandu, Everest Bank,Himalayan Bank etc. participated in the Summit. This has led to deeperengagement between the key stakeholders of the two countries and one can see aspurt in the active discussions on development and also award of some hydroprojects in Nepal to both public and private project developers from India andother countries.

Today, various power utilities are working round the clock on ways and means tomaximize the cost and reliability benefits that they can derive from existing powerfacilities by gainfully using trading opportunities given by your Company. Buildingsustainable relationships with such partners would not have been possible withouta foundation of good governance practices. And this is perhaps the keystone of theoverarching superstructure of PTC; the Company has established the higheststandards of corporate governance in its business operations and stronglycommunicated its most important core value transparency.

PTC has always given due importance to governance and accountability and hascontinually revised its standards of transparency within the organisation. It hasalso constantly emphasised that risk management and control framework providesan integrated approach to identify, assess/quantify, mitigate, monitor and reportbusiness risks across an organisation and improves the ability to make the rightdecisions at the right time. Also, Clause 49 of the Listing Agreement by Securitiesand Exchange Board of India (SEBI) has emphasized the laying down of proceduresto control risks through means of a properly defined framework.

Trading, as such, is a highly volatile business and is inherently influenced by variousrisks that occur and have an adverse effect on the profitability of the business. Witha view of this, PTC in association with PricewaterhouseCoopers (PwC) has proactivelydeveloped a Risk Management Framework for the Company by identifying significantrisks faced by the Company and devising ways to manage these risks. The Companyis now in the process of operationalising the framework to form it as a part of itsday to day operations.

Following the mandated nature of competitive bidding for new generation capacityprocurement by distribution utilities, your Company has been actively participatingin bids floated by state utilities such as Gujarat, Haryana, Karnataka, Maharashtraamong others. Your Company is confident that it will be able to successfully competein such competitive biddings since it has tied up long term capacities at competitivetariffs with project developers on long term basis..

PTC India Financial Services Ltd. (PFS), the initiative for funding energy and relatedinfrastructure, has stepped in the energy infrastructure space and has made certainproprietary investments including 26% stake in the Indian Energy Exchange (IEX).Over the coming years, PFS would be a very significant building block for realizinga part of our vision of acting as a bridge between power and financial services.

Alongside, Athena Energy Ventures Private Ltd., the developmental venturepromoted by your Company with an equity stake of 20% effectively bagged projectsadding to more than 6000 MW in the first year of its operation

The Business Development Group has been performing steadily with the orderbook size for advisory crossing Rs. 35 Million. Your Companys initiative of settingup a wind power project in Maharashtra has been successful and the project gotcommissioned in March 2008. Realizing the need to promote renewable sources ofenergy and to educate people about the growing scarcity of fossil fuels, global warmingetc., your Company is looking for trading in renewables and aggregating CertifiedEmission Reductions (CERs) from the projects where it has participated.

PTC has partnered with USEA in organizing workshops on Grid connected RenewableEnergy and Distributed Generation, which are funded by Asia Pacific Partnership forClean Development and Climate of US Department of State. The purpose of theworkshops is to promote policy and regulatory changes and encourage incentive to

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accelerate the development and interconnection of renewable energy and distributedgeneration projects into the Indian Power System. The workshops are scheduled tobe organized in the State of West Bengal, Punjab and Gujarat.

After receiving very encouraging and positive feedback from the key stakeholders ofIndian Power Sector on the first phase of IndoNorwegian Institutional CooperationProgram (INPIC) supported by the Ministry of Power, Government of India, PTCextended the scope of engagement with Sweco Groner AS, Norway on the projectNordic Power Market Experiences and Their Relevance for the Evolving Power Marketin India. In the 2nd phase of the program the key Norwegian organizations such asSweco Groner AS, Statnett, NVE, Nord Pool, Elkem are sharing their best practiceswith Indian counterparts on various critical issues such as development of powermarket, transmission tariff, simulation of Indian market, regulatory matters amongothers. The collaboration program was unique in that for the first time certificationcourse for the electricity traders was organized in association with Nord Pool towardscapacity building among the Indian stakeholders. Keeping in view that Indias firstpower exchange, Indian Energy Exchange Ltd. (IEX) is going to be operationalsoon this was considered to be a timely developmental effort from your companytowards the growth of the power market. The long term goal of this cooperativeeffort is to actively take part in making operational a successful power market modelin India.

Trading of Power

During the year, your Company has signed agreements with CSEB, NDMC forsale of their surplus power for periods upto nine months. Your Company is in theprocess of negotiations with some other surplus States/Utilities for signingagreements on the lines of CSEB/NDMC. Your Company could achieve tradingvolume of 9,889 Million Units from short/medium term contracts and cross bordertransactions, which is higher than the preceding year volume of 9549 MillionUnits of energy. A contingent liability claim against PTC amounting to Rs. 849.50Million (not acknowledging as debt) of Himachal Pradesh State Electricity Board ispending in the arbitration.

Power trade with Bhutan

The present power trade with Bhutan is being carried out under bilateral contractualarrangements with tariff fixation based on negotiations between the twoGovernments. Surplus power from 336 MW (4X84 MW) Chhukha project isbeing supplied to the Eastern Region constituents namely Bihar, DVC, Orissa,Jharkhand, Sikkim and West Bengal and surplus power from 60 MW (4X15 MW)Kurichhu project is also being supplied to Eastern Region constituents namelyWest Bengal and DVC. All the six units of Tala Hydroelectric Power Project 1020MW (6X170 MW) started commercial operation progressively from July 2007 andthe surplus power from this project is being supplied to Bihar, DVC, Orissa,Jharkhand and West Bengal in the Eastern Region and to Delhi, Haryana, J&K,Punjab, Rajasthan and Uttar Pradesh in the Northern Region.

Power Trade with Nepal

The bilateral exchange of power at the borders between the two countries is presentlyaround 50 MW under IndoNepal Power Exchange Committee Arrangement.The two sides, through IndoNepal Power Exchange Committee decide the tariffat periodic intervals with underlying principle of meeting only the cost of supply ofpower.

Your Company, functioning as the nodal agency for matters related to exchange ofpower between the two countries, is negotiating with Nepal Electricity Authority(NEA) for trading of power on commercial principles and the flow of power fromyour Company to NEA has been started w.e.f. 18th May, 2008. This may followlegally enforceable bilateral contract/ power purchase agreements between the sellersand buyers of the two countries at marketdetermined tariffs. Your Company isalso exploring possibilities of import of power from IPPs located in Nepal throughnew transmission corridors being proposed between India and Nepal. YourCompany is also exploring the option of entering into long term PPAs with theprospective IPPs in Nepal. Your Company has signed a MoU with M/s. Braspower(A JV between Nepalese and Brazilian company) and negotiations are underway forfinalization of PPA.

Long Term Agreements for Purchase & Sale of Power

Your Companys focus on facilitating Power Projects in the country continued thisyear and achieved significant landmarks both in power purchase from projectdevelopers and sale for catering to the long term power requirement of variousStates. The Company has signed a couple of MOUs with developers with tollingconcept wherein the power plants would generate power using imported coal suppliedby PTC and supply power to PTC. It is noteworthy that fourteen (14) of the projectswith which PTC has signed agreements to purchase power on a long term basishave already commenced construction work at the project site and couple of projectsare expected to be commissioned during the next financial year. During FY 200708, PTC has initialed / finalized Power Purchase Agreements for 3787.5 MW withsix (6) project developers. In addition to this, the Company has also entered intoMOUs with IPPs for purchase of capacity for more than 28,000 MW.

From 30th Sept, 2006 onwards, as per the Tariff Policy of Government of India, thelong term power procurement by the SEBs/ DISCOMs has to be necessarily donethrough competitive bidding. As such, in case of State Utilities, onward sale ofpower by the Company has to be through participation in the bidding process. TheCompany is presently participating in competitive bidding invited by States likeHaryana, Karnataka, Gujarat and Maharashtra and has been qualified for about4200 MW which are under various stages of tender process.

PURCHASE OF POWER

A. Power Projects which are expected to be commissioned in FY 200809

Baglihar HEP (450 MW)

The project is under advance stage of construction and is likely to becommissioned in the first half of FY 200809. PTC has already signed MOUfor purchase and sale of 225 MW of plant capacity from the Project.

Pathadi Thermal Power Plant (PhaseI, 300 MW)

The Project is under advanced stages of construction and is expected to becommissioned in the next financial year. PTC has signed Power Sale Agreementwith Madhya Pradesh, open access Agreement has also been signed withPOWERGRID for evacuation of power from the project Delivery point toMadhya Pradesh. Madhya Pradesh Electricity Regulatory Commission hasgiven their approval to Power Sale Agreement. There is, however, a case pendingin Madhya Pradesh High Court in this regard.

1100 MW SUGEN Gas Based Power Project in Gujarat

The Power Project is being developed by M/s Torrent Power Generation Ltd.and is under advanced stages of construction and is expected to becommissioned in the next financial year. PTC has entered into a PowerPurchase Agreement with the developer for 100 MW of capacity. PTC hassigned Power Sale Agreement with Madhya Pradesh, open access has beenobtained by M/s Torrent.

Middle and Lower Kolab HEP (37 MW) & Samal HEP in Orissa(20 MW)

Both the Projects are in advance stage of construction and expected tocommissioned in the next financial year. State of Orissa has agreed to purchasethe entire plant capacity from both the Projects from PTC.

Swasti Power Engg. Ltd. for Small HEP (22.5 MW)

The Project being constructed at Ghanshali in Uttaranchal is under advancedstages of construction and is expected to be commissioned in the next financialyear. PTC has signed Power Sale Agreement with Punjab. Standing Committeehas approved the open access for evacuation of the power. Punjab ElectricityRegulatory Commission has given their approval to Power Sale Agreement.

B. Power Purchase Agreements signed in 200708

During the financial year 200708, PTC has entered into long term PowerPurchase / Sale Agreements for the following major Power Projects:

AGC Power (India) Pvt. Ltd

Agreement has been signed for purchase of entire power from their 3x350MW Imported coal based Power Project proposed to be located in Andhra

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Pradesh. Coal for the project is proposed to be sourced from the coal minesowned by the project developer.

Jhabua Power Ltd.

Agreement has been signed for purchase of 530 MW from their 2X330 MWcoal based Power Project proposed to be located in Madhya Pradesh. Theproject has recently obtained coal linkage for their first unit.

KVK Nilachal Pvt. Ltd.

The Agreement was initialed in FY 200607 and final signing took placeduring this year. The Agreement has been signed for purchase of 150 MWfrom their 2x150 MW domestic coal Power Project proposed to be located inOrissa. The project has recently obtained coal linkage for their first unit.

Chennai Power Generation Ltd.

The Agreement was initialed in FY 200506 and final signing took placeduring this year. Agreement has been signed for purchase of entire powerfrom their 1000 MW Imported Coal based Power Project proposed to belocated in Tamil Nadu. The project has already tiedup coal on long termbasis.

Patni Projects Pvt. Ltd.

The Agreement has been initialed for purchase of entire power from their270 MW Imported Coal based Power Project in Raigad District in Maharashtra.The company is in the process of acquiring coal mines in Indonesia.

GMR Energy Ltd.

The Agreement has been initialed for purchase of 787.5 MW power fromtheir 1050 MW domestic coal based Thermal Power Project proposed to belocated in Orissa. PTC has participated in Haryana competitive bid for 300MW and has been declared as L2.

C. Progress on Projects for which Agreements have been entered beforeFY 200708

Teesta StageIII HEP in Sikkim (1200 MW)

The Project has achieved financial closure and is under construction. Punjab,Haryana, Uttar Pradesh and Rajasthan are the beneficiaries, with which PTChas signed Power Sale Agreements for sale of power on long term basis. PTCwill sell part capacity from the Project on short term basis.

Karcham Wangtoo HEP in Himachal Pradesh (1000 MW)

The Project is in advance stage of construction. Punjab, Haryana, Uttar Pradeshand Rajasthan are the beneficiaries, with which PTC has signed Power SaleAgreements for sale of power. PTC has signed Bulk Power TransmissionAgreement with POWERGRID for Long Term Open Access in NorthernRegion.

Pathadi Thermal Power Plant (PhaseII, 300 MW)

The Project is under advanced stages of construction. PTC has signed PowerSale Agreement with Haryana and Haryana Electricity Regulatory Commissionhas approved the Power Sale Agreement.

D. Memorandum of Understanding

In addition to the above Projects, your Company has also signed MoUs for anumber of Projects for purchase and subsequent sale of power. The capacitytiedup through these MoUs are more than 28,000 MW from projects basedon domestic coal, imported coal, and also using hydro and gas as fuel.Discussions are on for the finalization of the Power Purchase and SaleAgreements for these projects.

E. Other Projects under consideration

In addition to the above mentioned projects, your Company has receivedproposals for long term sale of power from more than twenty project developersaggregating to a capacity of about 10,000 MW. Your Company is activelyevaluating these projects for further process of signing MoUs, based onmarketability of power from these Projects.

SALE OF POWER

During the year, MOU has been signed with Punjab for sale of 175 MW fromproject being developed by AP Power Development Corporation Limited. This is aState project wherein the promoters are APGENCO and IL&FS. In addition tothis, MOU has also been was signed with Electricity Department, UT Chandigarhfor sale of upto 150 MW power from domestic coal based thermal power projectlocated in Orissa being developed by IPP namely, M/s. Nav Bharat PowerPrivate Ltd.

For sale of power through Competitive bid on case 1 basis, PTC emerged as L2for 300 MW capacity in Haryana. In case of Karnataka Case 1 competitive bid,PTC cleared RFQ stage with 10 project developers for a capacity of 2500 MWcapacity, RFP stage is under progress. PTC is also participating in Maharashtra andGujarat tender which has ben qualified to participate in RFP stage for about 530MW each respectively.

Captive, Group Captive, Industries, Renewable, Distribution Reforms andAdvisory Group

Captive Power Plants

In its pursuit of effective and efficient utilization of the existing resources in thecountry, your Company has been trying to trade power from underutilized captivepower plants. In spite of constraints in open access for third party sale from Captivesyour company was successful in operationalizing power flow from captive powerplants of NCS sugars and GEPL. Besides this, your Company has also entered intoPPAs for sale of power from the captive plants of Aryan Coal and Whitefield (SEZ).

HT Consumers and Group Captive Power Plants

Huge demand supply gaps and power cuts by utilities is forcing a large number ofHT consumers to try and source reliable power from third party sources. But thehigh cross subsidy charges combined with open access charges have made suchthird party sourcing unviable. In states where the cross subsidy has been waivedoff, high short term prices of electricity have been a deterrent for the industry. YourCompany is also facilitating development of group captive power plants.

Advisory Services and Distribution Reforms

From the modest beginning advisory services of your Company have made consistentgains. Comparing the revenue of 10 Million from previous year, this years revenuecollection have exceeded Rs. 30 Million . The clientele have been ranging fromstate utilities to Captive generators, HT consumers, overseas investors, Associationof Industries. Increasing the scope of advisory services, your Company is movingtowards Total Solution Provider for the power sector. Taking these forward,advisory assignments this year covered Techoeconomic feasibility reports for powerplants, financial modeling, and CDM consultancy etc. . Wheeling of power fromcaptive plants for their own use across the regions has also started this year. Apartfrom giving advisory services to utilities your Company has also initiated allianceswith leading technology partners for associating in the distribution reforms initiatedby various distribution utilities.

Renewable Energy Sources

The focus area this year had been sourcing of power from renewable sources ofenergy. Continuing with the theme of renewable sources of energy, your Companyhas successfully commissioned 6 MW Wind based power generation facility atMaharashtara.

Fuel Linkage

Your Company has been exploring avenues for providing long term fuel linkage(imported coal) to Power Plants and is in serious dialogue with prospective associatesand expects to conclude the same in the near future.

Manpower

Employees are your Companys greatest assets and to retain this talented pool ofresources, HR has taken various initiatives during the year. One of the majorhighlights of the year was redesigning of remuneration system to align it with theIndustry. The compensation has now been developed on a Cost to Company patternmoving away from a traditional pay scale regime.

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In its effort to ensure transparency and speed, HR is in the process of introducingautomation of its processes related to Payroll, Performance Management System,web based employee support service, career progression, time management,Recruitment, Training and development, new employee induction process etc.

Conservation of Energy

As your Company is engaged in the activity of trading of power and other relatedactivities, the particulars relating to conservation of energy and technology absorptionrespectively are not applicable to it.

Foreign exchange earnings & outgo etc.

The Company has incurred an expenditure of Rs. 14.55 Million (on accrual basis)in foreign exchange during the financial year 20072008. No foreign exchange wasearned during the financial year.

Particulars of the employees u/s 217 (2A)

During the Financial Year ending 2008, no employee was employed for full or part ofthe year, who was in receipt of remuneration, which in aggregate or as the case maybe, at a rate which, in the aggregate was not less than Rs. 24 lacs per annum or Rs. 2lakh per month except the following employees the details of whom are given below:

Name Sh. S.K. Dube Sh. A. Bhalla Sh. Deepak Amitabh Sh. Shashi Shekhar Sh. T. N. ThakurDesignation Director (Operations) EVP (BD) Director w.e.f. Director [ he joined Chairman &

Ceased to be an 25.01.2008 for PTC on 29.06.07 as Managing DirectorEmployee & Director the rest of FY ED and acted asw.e.f. 06.08.07 0708, he acted Director w.e.f.

as EVP 25.01.2008]

Qualification BE ME IRS IAS Bsc. ( Engineering)

Nature of Director (Operations) EVP (BD) Director Director CMD

Employment

whether contractual

or otherwise

Nature of Duties Head of Operations Head of Business Head of Finance & Head of Operations Overall Managerial

of Employees at Board level Development at Support Services at & Marketing at functions of

one level below Board level Board level company

the Board level

Last employment Powergrid Maharastra Power Government of Government of Power Financeheld Corporation of Transmission of India Tamilnadu and Corporation Ltd.

India Ltd. Structures Pvt. Government of IndiaLimited

Number of years 38 32 24 26 36of experience

Age 60 57 47 51 59

Date of 02.12.2002 05.01.2006 03.09.2003 29.06.2007 11.10.2000commencementof employment

Gross Remuneration 2.56* 2.80* 3.63* 1.99* 8.11*(figures inRs. Million)

No. of Equity 500 0 300 0 20,790Shares held(of Rs. 10/ each)

Whether Relative No No No No Noof a Director orManager

* The above remuneration includes the arrears for the previous year of Rs. 1.74 million(including incentive of Rs. 0.70 million) to Shri T.N. Thakur, Rs. 1.13 million (includingincentive of Rs. 0.50 million) to Shri S.K. Dube , Rs. 0.62 million (including incentive ofRs. 0.42 million) to Shri Deepak Amitabh Rs. 0.59 million (including incentive ofRs. 0.39 million) to Shri Arun Bhalla. Since Shri Shashi Shekhar joined the Company on29th June, 2007, figures in his case is for the period from 29th June, 2007 to 31st March, 2008.

Auditors

Statutory Auditors

M/s. T.R. Chadha & Company, Chartered Accountants were appointed as StatutoryAuditors of the Company for the Financial Year 20072008 by the Shareholdersin the Eighth Annual General Meeting of the Company and shall hold office uptothe conclusion of the forthcoming Annual General Meeting of the Company andhave given their consent for reappointment. The Statutory Auditors have auditedthe Accounts of the Company for the Year ended 31 March 2008 and AuditedAccounts together with the Auditors Report thereon are annexed to this report. Itis gratifying to note that there are no qualifying remarks from Statutory Auditors onthe Accounts of the Company.

The shareholders will be required to elect auditors for the current year and fixtheir remuneration. The Company has received a written confirmation fromM/s. T.R. Chadha & Company to the effect that their appointment, if made,would be in conformity with the limits prescribed in section 224(1B) of theCompanies Act, 1956.

The Board recommends the appointment of M/s. T.R. Chadha & Company asthe auditor of the company for the Financial Year 20082009 by the Shareholdersin the Ninth Annual General Meeting of the Company.

Internal Auditors

M/s. Ravirajan & Co. Chartered Accountants, Delhi were appointed as InternalAuditors of the Company for the Financial Year 20072008 and their reports forthe year were submitted to the Audit Committee.

SUBSIDIARY COMPANY

PTC India Financial Services Ltd. (PFS) was incorporated as subsidiary of yourCompany on 8th September, 2006. PFS is a Non Banking Financial Companyand is registered with the Reserve Bank of India. PFS has been formed as theinvestment arm of your Company to operate in the energy and energy relatedinfrastructure domain. The main objective is to encourage investment into theenergy sector by mobilizing resources through PFSs own resources as well as throughborrowed capital and other such forms of finance. In the last week of December,2007, your Company, PTC India Financial Services Limited, GS StrategicInvestments Limited (Goldman Sachs) and Macquarie India Holdings Limited(Macquarie) have entered into Agreements, pursuant to which Goldman Sachsand Macquarie have agreed to subscribe to 20% each of the aggregate issued sharecapital of PFS.

PFS has taken 26% stake in Indian Energy Exchange Limited (Indias first PowerExchange), 26% stake in Varam Bio Energy Pvt. Ltd. and 37% stake in R.S. IndiaWind Energy Pvt. Ltd.

Annual Accounts of the subsidiary company

The Audited Accounts for the financial year 20072008 of PTC India FinancialServices Limited (PFS), being a subsidiary of your Company , had been attachedwith the Annual Accounts of your Company along with the statements as per theprovisions of section 212 of the Act. A copy of Balance Sheet, profit and lossaccount, report of Board of Directors, report of Auditors of the company andstatement of interest of your Company in PFS 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. and has invested Rs. 300Million (20%). The other investors of this Company are Athena Power ProjectsLimited (52%) and IDFC Limited (28%).

2. Your Company has earlier executed Equity Subscription Agreement (ESA)for investment in Krishna Godavari Power Utilities Limited upto Rs. 400Million and has released Rs. 152.5 Million Crores.

3. Teesta Urja Limited is developing 1200 MW TeestaIII Hydro Electric Projectin the State of Sikkim. Your Company has acquired 11% equity in TeestaUrja Limited.

Directors Responsibility Statement

In pursuance of section 217 (2AA) of the Companies Act 1956, the Directorsmake the following responsibility statement that:

1. In the preparation of the Annual Accounts, the applicable AccountingStandards had been followed by PTC along with proper explanation relatingto material departures;

2. The Directors had selected such Accounting Policies and applied themconsistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at theend of the Financial Year 2008 and of the profit or loss of the Company forthat period;

3. Proper and sufficient care had been taken by the Directors for maintenance of

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adequate Accounting records in accordance with the provisions of theCompanies Act 1956 for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities and

4. The Annual Accounts had been prepared on a going concern basis.

Corporate Governance

Companys philosophy on the code of governance

Your Companys endeavor right from the beginning has been to inculcate goodcorporate governance practices in its organizational and business systems andprocesses. Your Company realizes that good governance is a reflection of its culture,policies, relationship with stakeholders, and commitment to values.

Your Company does recognize that in the competitive business environment freedomof executive management and its ability to respond to the dynamics of a fast changingbusiness environment would be the key to success. To adhere to sound corporategovernance principles of transparency and accountability, the Company has takenfollowing initiatives from time to time:

Composition of Board of Directors with an appropriate mix/balance ofExecutive and Non Executive Directors.

Transparency and accountability.

Compliance with all mandatory requirements of the Stock Exchange(s)applicable rules and regulations.

Timely flow of information to the Board and its Committees for enablingthem to discharge their duties effectively.

Adopting Code of Conduct for Directors and Senior Management, andputting in place Code of Ethics and Policy on Prohibition of Insider Trading.

Risk Management and Internal Controlregular followup & review.

Regular update of PTC website www.ptcindia.com to keep stakeholdersinformed.

Your Companys management, together with the Board of Directors, continuallyevaluate processes and implement procedures designed to maintain stronggovernance and operation standards. In doing so, Your Company strives to maintainthe highest principles of responsibility and integrity, and align the interests ofmanagement and the Board with those of our shareholders.

Board of Directors

There were nine meetings of the Board of Directors held during the year 20072008 i.e. on 27th April, 2007, 2nd June, 2007, 26th June, 2007, 20th July, 2007,3rd August, 2007, 14th August, 2007, 28th September, 2007 23rd October, 2007 and25th January, 2008. Detailed Agenda Notes with necessary information were circulatedin advance to the Board.

The composition of Board of Directors is given below:

Sr. Name Category of Director Meetings attended Attendance Directorship MembershipNo at the last in other in Committee

AGM held companies (Audit /on 28.09. 2007 (including Shareholders

private grievance)Companies)

1. Mr. T.N Thakur Chairman & Managing 9 Yes 3 NilDirector / NonIndependent

2. Mr. Shashi Shekhar Wholetime Director NA NA 2 NilJoined w.e.f. 25.01.08 NonIndependent

3. Mr. Deepak Amitabh Wholetime Director NA NA 3 Niljoined w.e.f. 25.01.08 NonIndependent

4. Mr. S K Dube Whole Time Director / 5 No NA NA(Ceased to be Non IndependentDirector w.e.f06.08.2007)

5. Mr. R S Sharma NonExecutive / 7 No 4 NilCeased to be Director Promoter NTPCw.e.f. 20th May, 2008.

6. Mr. S P Sen NonExecutive / 6 No 1 NilCeased to be Director Promoter NHPCw.e.f. 8th May, 2008.

7. Mr. M S Verma NonExecutive/Independent 9 Yes 7 28. Mr. G P Gupta NonExecutive/Independent 5 Yes 14 99. Mr. D P Bagchi NonExecutive/Independent 9 Yes 5 510. Mr. Gireesh Pradhan NonExecutive/Independent 1 No 1 211. Mr. Pankaj Saran NonExecutive/Independent 0 No NA NA

(Ceased to be Directorw.e.f 06.08.2007)

12. Mrs. Preeti Saran NonExecutive/Independent 1 NA Nil Nilappointed w.e.f.28.09.2007

13 Mr. Satnam Singh NonExecutive/Nominee 5 Yes 3 1 PFC

14 Mr. Amulya Charan NonExecutive / 1 No NA NA(ceased to be a Non IndependentDirector w.e.f.07.08.2007)

15 Mr. P Abraham NonExecutive/Independent 7 Yes 9 316 Mr. R. G. Yadav NonExecutive / Nominee 8 Yes Nil Nil

Promoter POWERGRID

Shri I.J. Kapoor and Shri A.B.L. Srivastava both has joined the Board w.e.f.01/06/2008 as a nominee Director of NTPC and NHPC respectively.

The Board places on record its warm appreciation of the valuable contributionmade by the outgoing Director as member of the Board.

None of the Directors of the Board is a member of more than 10 Committees andChairman of more than 5 committees (as specified in Clause 49), across all theCompanies in which he is a Director. The Nonexecutive Directors does not haveany material shareholding in the Company.

At the last AGM, shareholders of the Company holding 16.67 % (Approx.) of theequity share capital were present either in person or by proxy.

An Extraordinary General Meeting (EGM) of the Company was held on 5th

December, 2007 at Airforce Auditorium, Dhaula Kua, New Delhi in which througha special resolution, the limit shareholding of Foreign Institutional Investors (FIIs)has been raised to 60% from the earlier 40%.

Board Procedure

(A) Decision making process:

With a view to professionalize all corporate affairs and setting up systems andprocedures for advance planning for matters requiring discussion/decisions by theBoard, the Company has laid down appropriate guidelines for the meetings of theBoard of Directors. These Guidelines seeks to systematize the decision makingprocess at the meetings of Board, in an informed and efficient manner.

(B) Scheduling and selection of Agenda items for Board /Committee Meetings:

(i) The meetings are being convened by giving appropriate notice after obtainingthe approval of the Chairman of the Board/Committee. Detailed agenda,management reports and other explanatory statements are circulated in advanceamongst the members for facilitating meaningful, informed and focuseddecisions at the meetings. To address urgent needs, meetings are also beingcalled at short notice. The Board is also authorized to pass Resolution byCirculation for all such matters which are of utmost urgent nature.

(ii) Where it is not practicable to attach any document or the agenda due to itsconfidential nature, the same is placed on the table at the meeting with theapproval of the Chairman. In special and exceptional circumstances, additionalor supplemental item(s) on the agenda are permitted. Sensitive subject mattersare discussed at the meeting without written material being circulated.

(iii) The agenda papers are prepared by the concerned officials and are submittedto concerned functional Heads for obtaining approval of the CMD. Dulyapproved agenda papers are circulated amongst the Board members by theCompany Secretary.

(iv) The meetings are usually held at the Companys Registered Office in NewDelhi.

(v) Presentations are made at the Board/ Committees covering Finance,Operations & Business Segments, Human Resources, Marketing etc. of theCompany before taking on record quarterly/annual financial results at theprescheduled Board/Committee Meetings.

(vi) The members of the Board have complete access to all information of theCompany. The Board is also free to recommend inclusion of any matter inagenda for discussion. Senior management officials are called to provideadditional inputs to the items being discussed by the Board, as and whennecessary.

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(C) Recording minutes of proceedings at the Board Meeting.

Minutes of the proceedings of each Board/Committee meeting are recordedand are duly entered in the minutes book. The minutes of each board meetingare circulated among the board members in the next Board Meeting for theirconfirmation.

(D) Followup mechanism

The guidelines laid down for the Board and Committee Meetings facilitatesan effective post meeting followup, review and reporting process for theaction taken on decisions of the Board and Committee. Action Taken Report(ATR) on the areas of concern is presented before the Board.

(E) Compliance

While preparing the agenda notes, it is ensured that all the applicable provisionsof law, rules, guidelines etc. are adhered to. The Company ensures complianceof all the applicable provisions of the Companies Act, 1956, SEBI Guidelines,Listing Agreement, and various other statutory requirements.

Audit Committee

Pursuant to the requirements of section 292A of the Companies Act, 1956 and theprovisions of Clause 49 of the listing Agreement, Audit Committee has beenconstituted by the Board of Directors. Presently, the Audit Committee of theCompany consists of S/ Shri M.S. Verma, D.P. Bagchi, G.P. Gupta and GireeshB. Pradhan as members of the Audit Committee. All the members of the Committeeincluding its Chairman are independent Directors. The Committee has the followingresponsibilities:

a. Overseeing the Companys financial reporting process and the disclosure offinancial information to ensure that the financial statement is correct, sufficientand credible;

b. Recommending audit fees payable to Statutory Auditors appointed by theBoard.

c. Reviewing with management the periodical financial statements beforesubmission to the Board, focusing primarily on (i) changes in accountingpolicies and practices, (ii) major accounting adjustment based on managementjudgment, (iii) qualifications in draft audit report (if any), (iv) significantadjustments arising out of the audit, (v) the going concern assumption, (vi)compliance with accounting standards, (vii) compliance with stock exchangesand legal requirements concerning financial statements, (viii) any related partytransactions i.e. transactions of the Company of material nature, with promotersor the management, their subsidiaries or relatives etc that may have potentialconflict with the interest of the company at large;

d. Reviewing with the management, Reports of Auditors, the adequacy of internalcontrol systems and recommending improvements to the management;

e. Reviewing the adequacy of internal audit functions;

f. Discussion with internal auditors any significant findings and followupthereon;

g. Reviewing the findings of any internal investigations by the internal auditorsinto the matters where there is suspected irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.

The Audit Committee had reviewed the Annual Financial Statements, before theirsubmission to the Board, as prescribed in section 292 (A) of the Companies Act,1956 and the terms of reference of the Committee, interalia, includes the workgiven in the listing agreement. In the past, the meetings of the Audit Committeewere attended by the Members of the Committee, Chief Financial Officer of theCompany and the Auditors. The Company Secretary acted as the Secretary of theCommittee. The minutes of the Committee were placed before the Board of Directorsfor information. PTC has not denied any personnel access to the Audit Committeeof the company in respect of any matter. There was no case of alleged misconduct.

The Committee met four times in the last Financial Year. Meetings of the Committeewere held on 27th April, 2007, 20th July, 2007 , 23rd October, 2007 and 25th January,2008.

Composition of the Audit Committee

Members of the Committee Meetings held during the year Meetingsin tenure of Director Attended

Mr. M.S. Verma (Chairman) 4 4Mr. Gireesh B. Pradhan 4 NilMr. D.P. Bagchi 4 4Mr. G.P. Gupta 4 3

Remuneration Committee

Presently this Committee comprise of S/Shri M.S. Verma as Chairman and D.P.Bagchi, P. Abraham and Deepak Amitabh as Members which meets as per therequirement.

The remuneration paid to the Wholetime Directors (including the remunerationspaid at one level below the Director) during the year 20072008 is as under:

Sr. no. Director Designation Remuneration(figures in Rs. million)*

1. Mr. T.N. Thakur CMD 8.112. Mr. S.K. Dube Director 2.56

(Ceased to be a Director (Operations)w.e.f. 06.08.07)

3. Mr. Shashi Shekhar Director 1.99(Joined PTC w.e.f. 29.06.2007as Executive Director andelevated to Director w.e.f.25.01.2008.)

4. Mr. Deepak Amitabh Director 3.6(Elevated from EVP to Director w.e.f. 25.01.2008.)

* The above remuneration includes the arrears for the previous year of Rs. 1.74 Million(including incentive of Rs. 0.70 Million) to Shri T.N. Thakur, Rs. 1.13 Million (includingincentive of Rs. 0.50 Million) to Shri S.K. Dube and Rs. 0.62 Million (including incentive ofRs. 0.42 Million) to Shri Deepak Amitabh. Since Shri Shashi Shekhar joined the Companyon 29th June, 2007, figures in his case is for the period from 29th June, 2007 to 31st March,2008.

Note Performance criteria are linked with individual performance as well asprofitability of the Company.

Presently, other Parttime nonexecutive Directors are entitled/ paid sitting fee ofan amount of Rs. 10,000/ per meeting for Board and Committees meeting(s). InFY 200708, sitting fee was Rs. 7,500 for Board Meetings and Rs. 5,000/ permeeting for Committee meeting(s) by the Company.

Investors Grievance Committee

Presently, the Committee is headed by Shri P Abraham and Shri D.P. Bagchi is theMember of the Committee. The committee meets as per the requirement. Onemeeting was held during the year 20072008 and attended by all the members.Shri Rajiv Maheshwari, Company Secretary of the Company acts as the ComplianceOfficer of the Company. Three investor complaints were pending as on 31.03.2008.

Other Committee of the Board of Directors

Presently, Ethics and Compliance Committee comprises of two members namelyShri P. Abraham as Chairman and Shri D.P. Bagchi as member. Shri RakeshKumar, Sr. Vice President of the Company acts as the Compliance officer underthe Code of Conduct for prevention of Insider Trading and Code of CorporateDisclosure Practices of PTC. One meeting of the Committee was held during theFY20072008. The meeting was attended by all the members.

Disclosures

There are no material significant transactions with related parties except thosementioned in the Annual Accounts for the FY 0708 conflicting with the Companysinterest. There was also no instance of noncompliance on any matter related tothe Capital Markets during the last years. The information related to the Company

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is also available at Companys website www.ptcindia.com. The proceeds of thepublic issue has been used for the purpose(s) for which it was raised.

Code of conduct for Directors and Sr. Management

The Company has framed a Code of Conduct for Directors and senior officers ofthe Company, which has been complied by the Board members and senior officersof the Company.

Annual General Meetings

The date and place of last three AGMs

Year Date of the Time of the Venue of the MeetingMeeting Meeting

200607 September 03:30 p.m. Pearey Lal Bhawan, ITO,28, 2007 New Delhi

200506 July 18th 2006 09:30 a.m. Airforce Auditorium, DhaulaKuan, New Delhi

200405 September 28, 2005 11:00 a.m. Pearey Lal Bhawan, ITO,New Delhi

Four Special resolutions were passed at the 8th AGM.

No postal ballots were used for voting.

General Shareholders Information

Financial Year PTC follows the financial calendar from 1st April to 31st March.

The shares of the company are listed at:

Bombay Stock Exchange Limited

The National Stock Exchange of India Ltd.

ISIN No. is INE877F01012.Scrip Code/Script ID 532524/ PTC

Registered office and address for correspondenceRajiv Maheshwari,Company Secretary & Compliance Officer,PTC India Limited.2nd Floor, NBCC Towers, 15 Bhikaji Cama Place, New Delhi110066.

Registrar and Share Transfer agent

M/s. MCS Limited, W40, Okhla PhaseII, New Delhi. The share transfer systemhas been maintained by the RTA of the Company.

The book closures dated of the Company were from 15.09.2007 to 28.09.2007and the record date for payment of dividend for the FY 200607 were closinghours on 14th September, 2007.

Means of communication & website.

Quarterly results were published in the newspaper i.e. Financial Express in Englishand Jansatta in Hindi. The relevant information of the Company is also displayedin its website i.e. www.ptcindia.com.

Acknowledgment

The Board of Directors acknowledge with deep appreciation the cooperationreceived from the Government of India, particularly the Ministry of Power, Ministryof External Affairs, State Electricity Utilities, State Governments, Regional PowerCommittees, Central Electricity Authority, Central Electricity Regulatory Commissionand State Electricity Regulatory Commissions, Power Sector Organizations viz. PowerGrid Corporation of India Ltd., NTPC Ltd., Power Finance Corporation Ltd.,NHPC Ltd. and valuable investors of the Company.

The Board wishes to place on record its appreciation for efforts and contributionmade by the employees at all levels which made possible the significant achievementsby your Company.

For and on behalf of the Board of Directors

Sd/-(Tantra Narayan Thakur)

Chairman & Managing DirectorPlace: New DelhiDate: 21st June, 2008

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COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofPTC India Ltd.

1. We have examined the compliance of conditions of Corporate Governance by PTC India Ltd., for the year ended on 31.03.2008, as stipulated in clause 49 of theListing Agreement of the said company with stock Exchange(s).

2. The compliance of conditions of corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementationsthereof, adopted by the company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion onthe financial statement of the company.

3. In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has complied with the conditions ofCorporate Governance as stipulated in the above-mentioned listing agreement.

4. We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or the effectiveness with which themanagement has conducted the affairs of the company.

For CP AssociatesCompany Secretaries

Sd/Arun Gupta(Proprietor)CP No. 4115

Place: New DelhiDate: 21 June, 2008

AUDITED RESULTS FOR THE YEAR ENDED MARCH, 2008.

a. We have reviewed financial statements and the cash flow statement for the year ended March, 2008 and that to the best of our knowledge and belief:-

(i.) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii.) These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws andregulations.

b. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of theCompanys code of conduct.

c. We accept responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness of the internal control systems of theCompany and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we areaware and the steps we have taken or propose to take to rectify these deficiencies.

d. We have indicated to the Auditors and the Audit Committee;

i) Significant changes in internal control during the year;

ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role inthe companys internal control system.

CFO

CEO

Dated: - the third May, 2008

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AUDITORS REPORT

1. The company has maintained proper records showing full particulars including quantitativedetails and situation of fixed assets.

2. According to the explanations given to us, all the fixed assets have been verified by themanagement during the year, which in our opinion is considered reasonable having regardto the size of the company and the nature of its assets and no material discrepancy wasnoticed on such verification as compared to book records.

3. The company has not disposed off substantial part of the fixed assets during the year.4. The company does not have any inventory hence paragraphs 4 (ii) (a) to (c) of the Companies

(Auditors Report) Order, 2003 are not applicable to it.5. The company has not granted any loans to companies, firms or other parties listed in the

register maintained under section 301 of the Companies Act, 1956 and hence paragraphs4 (iii) (a) to (d) of the Companies (Auditors Report) Order, 2003 are not applicable to it.

6. The company has not taken any loans from companies, firms or other parties listed in theregister maintained under section 301 of the Companies Act, 1956 hence paragraphs4 (iii) (e) to (g) of the Companies (Auditors Report) Order, 2003 are not applicable to it.

7. In our opinion and according to the information and explanations given to us, there areadequate internal control procedures commensurate with the size of the company and thenature of its business, for the purpose of purchase of fixed assets and for the sale of goodsand services. During the course of our audit, we have not observed any continuing failureto correct major weaknesses in internal control systems.

8. In our opinion and according to the information and explanations given to us, during theyear under audit there have been no transactions which need to be entered into the registermaintained under section 301 of the Companies Act , 1956.

9. In view of our comments at para 8 above paragraph 4 (v) (b) of the Companies (AuditorsReport) Order, 2003 is not applicable to it.

10. According to the information and explanations given to us, the company has not acceptedany deposit from the public within the meaning of Section 58A and 58AA of the CompaniesAct, 1956 and the rules framed thereunder.

11. The company is having an internal audit system commensurate with nature and size of itsbusiness.

12. The company has started generation of power through wind mill on 31.03.2008. TheCentral Government has prescribed maintenance of cost records under Section 209(1) (d)of the Companies Act, 1956. Since the company has started generation of power on31.03.2008, it has assured to maintain the cost records.

13. The company has been regular in depositing undisputed statutory dues including providentfund, incometax, service tax, cess and any other statutory dues with the appropriateauthorities.

14. According to the records of the company, the dues of sales tax, income tax, custom duty,wealth tax, service tax, excise duty which have not been deposited on account of disputesand the forum where dispute is pending, is as under:

S. No. Name of the Nature of Period to which Amount Forum whereStatue dues amount relates (Rs. in millions) dispute is pending

1 Income Tax Income Assessment 0.18 Commissioner ofAct,1961 Tax year 200405 Income Tax (Appeals)

2 Income Tax Income Assessment 0.18 Commissioner ofAct,1961 Tax year 200506 Income Tax (Appeals)

15. The company has neither accumulated losses as at 31st March 2008, nor it has incurredany cash loss during the financial year ended on that date or in the immediately precedingfinancial year.

16. According to the information and explanation given to us the company has not defaultedin repayment of dues to a bank. The company does not have any loan from any financialinstitution and has not issued any debentures.