POWER FINANCE CORPORATION LTD.| sa VISION Te bth lead inst ulna portne ‘ee h power an aed inasruce ctr ia a vere OE herded, MISSION PFE ald Bethe i prere Financial institution; provdieg noe ee eee Sa po, mine al SS ea4 Contents Letter to Shareholders. 7 7 6 NOH CE ecco ttesscesesensstensertsesaneee voscecesasessseseessessersesesessnessee 12 Directors' Profile -. -. 1B Directors’ Report... 20 Management Discussion and Analysis Report 7 7 7 42 Report on Corporate Governance . . . . 46 Certificate on Corporate Governance... .. .. .. 61 Business Responsibility Report. 62 Balance Sheet, Profit & Loss Account .. Cash Flow Statement Auditor's Report oo cssessoenenesernsnsennnenne cocesesetenennennennenesesnvennennnene VA Non Banking Financial Companies Auditors Report . ‘Comments of the CBAG Consolidated Balance Sheet... . eee NOT Consolidated Profit & Loss ACCOUME ces rersteretrerertterteenterteernennsnennseneen 2B Consolidated Cash Flow Statement .. .. 477 Auditor's Report on the Consolidated Fin, Statements Lo AT8 ‘Statement Pursuent to Section 212 of Co. Act, 1956. 181 ‘Subsidiary Companies __ . 183 28" AnoustRepert 203-20 +REFERENCE INFORMATION Rogistered Office “Uranich, 4, Barakhamba Lane, ‘Connaught Place, New Oeihi-t10001 ‘Tol. No. -(91)(11) 29456000 ‘Website: hitp ivan ploindia.com ‘Subsidiaries. PFC Consulting Limited PFC Green Energy Limited PEC Capital Advisory Services Limvted Power Equity Capital Advisors Private Limited Canattisgam Surguja Power Lid, (oreviously known as Akallara Power Lid.) ‘Coastal Karnataka Power Limited ‘Coastal Manarasnira Moga Power Limited Coastal Tamil Nadu Power Limited (Orissa Integrated Power Limited ‘Sakhigopal Intograted Power Company Limited ‘Ghogarpall Integrated Power Compeny Limited Tallya Andhra Mega Power Linited Dooghar Mega Power Limited ‘Cheyyur infra Limited ‘Odisha Infrapower Limited GEN Tranemission Company Limited (anally owned subslciary of PFC Consulting Limited) “Tanda Transmission Company Limited {a wholly owned subsidiary of PEC Consulting Limited) Ballabhgarh-GN Transmission Company Limited {a vholly owned subsidiay of PEC Consulting Limited) ‘Shares Listed at National Stack Exchanga of India Limited Bombay Stock Exchange Limited Depesttortes. National Securities Depository Limited ‘Central Depository Services (India) Limited Company Secretary ‘Stvi Manohar Sabvani Auditors Mis NK. Bhargava & Co, CCharteres Accountants Mis K. 8. Chandna & Co., (Charteres Accountants Raglatrar & Share Teanster Agent Karvy Computersnare Private Limited “Karvy House’ 48, Avenue 4, ‘Street No. 1, Banjara Hil, Hyderabad 890034, indie Tel: 1 40 25312454 ‘oll Free: 1800 4258282 Fax: 91 40 23311968 Ema: siawerd is@karvy.com Website: wivw-karyycomputershare.com Bankers Reserve Bank of India Slate Bank of india Bank of india IcIct Bank HOFC Bank 1081 Bank HE 28" ert 20-20, ES 4 I |PERFORMANCE AT A GLANCE PARTICULARS. 2000-10 2010-11 201112201213» 01S-14 RESOURCES (Aline 6n6 of the Year) (in Crore) Equity Capital 114s. 1148 1320 1320 1320 Interest Subsi¢y Fund trom Got 663 482 378 148 124 Roserves and Surplus 121314035 9388 2273428085" Borowings: @ Foreign Currency Loans (incl. Foreign Currency Noles) 2769 4969 5800 8424 8926 @ Bonds 45001 50137 89920 108334 1268505 GW) Long Term Rupee Loans 1622318208, 19545, 47005 22470 () Short Torm Rupee Loans 2305 6201 4ort 18620 134 FINANCING OPERATIONS (During the Year) @ In Crore) Loans and Grants Sanctionedt esses 75197 69024 70875, 65060 Loans and Grants Disbursed 2seoe = 9122 aieie 46968 47802 Repayment by Borrowers fo PFC esrr 12119 9287 14929 19822 Repayment by PFC to Lenders 7058 10396 14298 11904 22231 WORKING RESULTS. (For te Yeer) in Crore) Adminisratve Expenses 408 99 12408 199" 183" Profit Before Tax 2013 3540 an08 5967 7558 Provision for Tex(ineluding Defered Tax Uetity) 656 924 1072 1847 2140 Profit After Tax 2387 2520 3032 4420 SAB NO. OF EMPLOYEES 324 388 379 ar 446 * From FY 2041-12 to FY 2012-13, Foreign Currency Monetary lem Translation Dillerence Account had been shown as a Separating tao ne Ass td fe face he Balan Sheet Fram fe FY 29-14, ls show under ‘eserves & Surplus. # Includes Sanctioned Project cost & Disbursements under R-APDRP (Part ABB) ‘Inclusive of Pereonnel and other expanses TNE 28" Arcwstteport 2003-201FINANCIAL HIGHLIGHTS EE 2 wcrore | 200000 480000 460000 140000 420000 190000 80000 60000 49000 20000 Fy2010 © FY2011 «= FY2012«FY.2013. «FY 2014 Disbursement - Borrower - Wise MI 28 huey 21 2c =2013-2014 As on 31.03.2014 a GE Gl ELS Disbursement - Discipline - Wise Generation ‘Transmission Distribution Others ———— 28"4onvat Report 2013-20 vA 2 LETTER TO SHAREHOLDERS Ladies and Gentiomen, ‘Welcome to the 28th Annual General eating of your Company. Before, | ‘hare with you he performance of yout ‘Company during fiscal 2014, lat me pul this in the context of operating ‘erviconment. Fiscal 2014 saw lower ‘economic growth of 4.7% with high Infationary pressures, cupee dipping to ie time tows witharge eurent account efit and Indications of tapering by US Federal Reserve, On the ofner hhend, Indian power sector faced by ileal challenges ike fuel shortage fend _woak financial health of OISCOMS, saw many of its players reporting huge tosses duo to stainad assets resufing in sing NPAS in the Industry. Desple these unfavorable ‘economic condilins and sectoral ‘soues, | am happy fo share with you that your Company has shown contidued business growth with ‘enhanced financial and operational performance. In fact, this fal, your ‘Company has achieved all the MoU targets set by Govt of India. The strong performance of your Company reflects the ‘robustness ofthe business model and te abiltybefcently manage the challenges inthe Indian power sector, ‘Despite all the odds, your Company this yoor sow sound profitability driven by strong eesel growth and higher margine, Your ‘Company, despite rising NPAs inthe industry, maintained lw NPAs of 0.52% of loan assets. Your Companys proud to stand {alamong the bestof the Public Sectorin india. We remain among the youngest, most successful and profit-making compares {o industry peers, On average. sach af PC's employees generates about Rs, 14 Crore worth of Prof, This is a remarkable achiavement and we are immenssly prous of i. As 2 young company, several challenges stl ie ahead of us. Howaver, your ‘Companys gasred up to face futura challenges 28 well o deliver continued business performance. ‘The Economy Incia's economy nas faced some hardships over the past fow years. With the world economy slowing. Awasnsturalto expecta ‘simitar dampening effact on business sentiments in India as well. The great news, however, is thal the economy is already showing 2igns of bouncing back, with several important economic indicatore showing marked improvement. And, witha naw, ‘stable government in power, the situations set o Improve even mare ln tha nee, future. India continues to be one ofthe world's most exciting markets for foreign investors. Notwithstanding, the improving rates of ‘alum in Weatem Counties, Forsigo Instkullonal investors (Fits) continua to pump money into tre country, betag big on the Indian growth story. India's economic revival, coupled with positive business sentiment, is lasding to 2 sof-ustaining cycle of ‘growth or India's economy. “The Union Budget presented by the new Goverrmmantin June contains several sieps to boost government income and reduce deficit igure, New Govt. hes also identified infrastructure asits priority to push economic grow, Outlook on Pawar Sector ‘The new Govt. has announcedits intent tawerds development of lndian power sector by commiting 24X7 uninterrupted power {or all, The measures announced in the union budget for growth of Indian power sector include (1) fax benefits to promote investments into the sector (2) moasures fo imprave AT&C losses (3) expressed intent to rationalize coal linkages in address ‘cas! shortage isave and (4)maasures to push Renewable energy in abig way. MR 28 Ao x5 200 2 4‘As per industry repos, the other postive developments adcressing the fundamental challenges of power secor ie. vel shortage end weak fnancial heath of ISCOMs are asfotows!~ + Anexorcse to rationalize coal linkagesis underway to optimize coal transportation. + MOEF and MoP jointly reviewed projects pending for environment clearance to speed up the process in a coordinated ‘manner, + MoEF issued new guidelines aimed at enhancing coal production + Avallabtty of coat ls belng monltored atthe highast levelinthe Govt + Govt. fe working with State Govts o expedite land acquisition + GIL & Subsidiaries working on augmenting coal production by use of mass production technologies and stringent ‘monitoring of coal block development + Proposal to revive gas starved power projects is being considered by provision of subsidy through price pooling ‘mechanism + Reguiar Tarfincrease by States forthe past yearsis a big positive to the sector + Benefils of FRP package are visible with FRP Slates demonstrating noticeable improvement in their power supply, ‘reduced cash osses and paying upfront subsidy on a monthly basis. + RAAPORP Scheme an important Govt. of India scheme is progressing well, which aims at reducing ATEC losses below 15% + Annual Rating of DISCOMs (o incentivize DISCOMs to reform & perform is being carried out since fiscal 2013, which is being used by Banks/Fisto fund DISCOMS + Aloss reduction trajectory for binging down nationel AT&C losses rom 25% to 15% by 2021-22 has been finalized by Gow. Given that new Govt is geared up to the challenges of power sector with host of intatves, | believe the power sector going ‘forward will continue to 598 tariff increase regulary, reduction in ATC losses and fuel availablity will improve. Lam therefore ‘optimisticthatworstis behind us and | ses power sector revival going forward. Performance Highlights ‘Your Company has delivered yet another year of significant achievements despite the tough environment, The net profi for fiscal 2014 has gone up by 23% from Rs. 4,420 Crore to Rs 5,418 Crore, driven by loan asset growth of 18% from Re, 1,60,396 Crore to Rs. 1,89,231 Crore and increased margins (inlerest spread) by 59 basis points fom 2.86% to 3.45%. Given the sound profitability during fiscal 2014, your Company paid an interim dividend of 88%, which is almost 1.5 times of last fisca’s interim dividend. Further, an additional 2% dividend has been proposed as final dividand. Your Company theratora proposed to pay the sharchoiders a 90% dividend for fiscal 2014. Despite the volatile interest cates and forex markets during the fiscal, your Company managed to raise Rs, 45,220 Cro keeping the cost offunds competitive at marginal cost of 8.96% (including Rs 5,000 Crore Tax-free bonds). Your Company was also able to maintain low NPAs despite the industry showing trends of rising NPAs. As on 91.08.2014, Gross NPAs have come down to 0.65% from 0.71% last fiscal & net NPAs have come cown 100,82% from0.63% last fiscal, Business growth didn't suffer despite economy and power sector facing headwinds during fiscal 2074, Your Company managed loan sanctions of Rs. 60,729 Crore against a target of RS. 59,000 Crora and disbursed R. 47,162 Crore against a target of Rs. 47,000 Crore for fiscal 2014. Further, we have outstanding loan sanctions of Rs 1.56 lakh crore {Le more than 3 umes the disbursements of fiscal 2014). This indicates te strong business pipeline going forward. Other Business Highlights 4, PFC Consulting Limited (PFCCL) -A wholly owned subsidiary of PFC ‘Your Company has been offering consuliancy services to Power Sector through PFCCL. As on 31.03.2014, consultancy ‘services have been rendered 1043 clients spread across 21 States/UTs by PECCL covering 80 numberof assignments. 28" AnovatRepert 20:3-20_t During the fiscal 2014 the total income of PFCCL was Rs. 55.19 Crore vis-d-vis Rs.36.49 Croreiin the previous fiscal. The ‘net profiteamed by PECL during fiscal 2014 was Rs. 28.96 Crore as against net profitof Rs, 16.98 Crore last fiscal 2. PushtoRenewable Energy PFC Greon Energy Limited (PFC GEL), a wholly owned subsidiary of PFC, commencodits business operations in March, 2013, During fiscal 2014, PECGEL made a significant progress in faancing Renewebie Energy Sector ins frst fll year ‘of operation with a sanction of Rs. 304 Crore of debt for the development of 55 MW of renewable projects and disbursed Re. 25 Crove. PFC GEL has been assigned the highest erect rating of SMERA AAA (IR) by SME Ratings Private Limite, PFC GEL has taken steps to increase ts business inthe Renewable energy sector and has sighed a MOU with Indian Renewabie Energy Development Agency Lid. (REDA)in May, 2076 foi finance renewable energy projects. ‘Adclionally, your Company during fiscal 2014, sanctioned Rs. 846 Crore for projects of total capacity of 247 MW and «disbursed around Re. 457 Croreto renewable anergy projects in State and Private Sectors. 3. PFC Capital Advisory Services Limited (PFCCAS)~A whelly owned subsidiary of PFC PFC Capital Advisory Services Limited (PFOCAS) was incorporated as a wholly owned subsidiary of your Company on July 18, 2011 to focus on sectoral requirements for financial advisory services, including syndication services. PFCCAS. has already captured syndication business worth about Rs 5,000 Crore cumulative til 37.03.2014 pertaining i 7 power projects of 300MW capacity. During fiscal 2014, PFCCAS saw kick start ofits operations by arranging sanction ofloans ‘fs. 1,060 Crore out ofioans underwritten by PFC. PFC's Supportto Ministry of Power on Government of India Schemos. ‘Your Company is playing a critical role in Govt. of India’s initiatives for sustainable development of indian power sector Ministry of Power, Govt. of India, acknowledging PFC’s stellar recordin this endeavour, as appointed us the Nodal Agency for Several Key power sector inlatives, cuch as the Restructured Accelerated Power Development and Reforms Prograrame (R- APDRP), Ula Mega Power Projects (UMPPs) and Independent Transmission Projects (ITP). 1. Restructured Accelerated Power Development & Reforms Programme (R-APDRP) Your Company, as nodal agency, has contributed significantly during fiscal 2014 in implementation of R-APDRP programme. As on 31.03.2014 almost entire sanctions against the eligible projects under part A and part B have bean ‘sanctioned! amounting to Rs, 38,089 Crore, out of which Rs. 7,360 Crore has already been disbursed to state DISCOMs. ‘Cumulativaly, a8 on March 31, 2014, 1,372 towns hava been ring fenced & baseline AT&C lossas have been established Jn 1,251 towns, 508 towns have been declared Go-Live, under Part A for IT enablement of tie distibution system. Your ‘Company also facilitated capacity building by imparting training on Various themes to personnel of Power Utils for 25,800 men days against MoU target of 6,000 man days. 2. Ultra Mega Power Projects (UMPPs) ‘Your Company has been designated as the ‘Nodal Agency’ by Govt. of India for development of Uta Mega Power Projects (UMPPs), with @ capacity of about 4,000 MW each. 16 such UMPPs ware identified, outof which 4 projects have been transferred to successful bidder, 2 projects are at RIP stage, 9 projects are at various stages of developmentand 1 projecthas been cancelled. Govt. has come out with new Model Bidding Documents (MBDs) for case 2 bidding after addressing various concams of developers; tne most important chango being the fuel pags through. PFC as a nodal agancy conducted bidding of 2 LUMPPs ie, Odisha UMPP & Cheyyur UMPP in Tarntnadu based on new MDs and received an overwhelming response from bidders. 3. Independent Transmission Projacts (ITPs) Ministry of Power has also iilated Tarif Sased Competitive Bidding Process for development and strengthening of ‘Transmission aystom through private sactor participation. Your Company is acting as Bid Process Coordinator for these ITPs. As on 31.03.2014, 12 Special Purpose Vehicles (SPVs) were established, 2 by PFC and other 10 by PFCCL as wholly owned subsidiaries for TPs. Out of these 8 SPVs have already been transferred to successful bidders, thas been ‘awarded, 2are under process and 1 ITP wasliquidated 4. Power Sector Reports by your Company + PFG's Annual Report on “Performance of Stale Powor Utlties” ~ This annual report published by your Company provides comprehensive analysis of financial & operational performance of Power Utilies highlighting progress & concems ofthe sector. The 11th edition has already been finalized for fiscal 2013. IRIN 28° ot 20-20 4 T |+ PC's Quartorly Research Roport on Stat Powor Uitltlas ~ This quarterly raport published by your Company provides snapshot of key operational & financial parameters & reform slatus of various State Power ilies. The latest report wasissuedfor Jan-Mar, 2014 quarter. + Annual Rating of DISCOMs -Toincentivize DISCOMS to reform & perform, an Annual Rating exercise of DISCOMS Is boeing carted out since fiscal 2013, which is being coordinated by your Company. The Anaval rating captures all DISCOMSs performance on operational, nancial, regulator, reform related parameters based on @ uriform approach. ‘The 2nd Report based on fiscal 2013 financial accounts has since been finalised. Non-performance / Non-compliance of DISCOMs on above parameters wil ot only adversely affect the rating of DISCOMS bul also the funding of DISCOMs by ‘Banks and Fls.as they use these ratings while funding O1SCOMs. ‘The power sector reports published by your Company are widely used by all stake holders like policy makers, developers, lenders, equity analysts, regulators etc. for corrective and proaclive measures. Othor intiatives Corporate Governance Your Company betieves that Corporate Governance is, essentially, the application of best management practices, compliance: with tow in the letter and spint, adherence to ethical standards for effective management and the discharge of social responsibilty for sustainable development ofall stakeholders. ‘Your Company's philosophy of corporate governance embodies the dual goals of protecting he interests ofall stakehokdors ‘while respecting the duty of the Board and senior management fo oversee the affairs of a company and promote long-term ‘growth and profitability. The corporate structure, business and disclosure practices of the company have been aligned to ts Corporate Govemance Philosophy. Corporate Social Responsibility (CSR) ‘Your Company discharges ils sooial responsibilty obligations as a part ofits growth philosophy. Itaas been your Company's endeavor to act 58a cesponsible corporate citizen committed toimproving the weltare ofthe society. ‘Your Company has entered into an MoU with Govt. of india for spending during the fiscal 2074, an amount equivalent to 1% of the Prof after Tax (PAT) of fiscal 2013 (Le. about Rs. 44 Crore} on CSR&SD activites. The funds wete mainly disbursed for Implementing a wide range of social interventions in the field of Skil Cevelopment, Renewable Energy, providing relief & rohabiltation tothe victims of natura calamities ofc. in various States. Future Strategy Your Company Intends to focus on its core competency of financing power sector and further consolcate ts postion in tho also inlands to continue to rform Indian power sector by participating in various Gov. of development of power secter. Your Company therefore would coatinve to play a dual cla ‘To further its strategy to consolidate its postion in sower sector, your Company is giving a big push to funding renewable projects through its wholly owned subsidiary PECGEL. Your Company aims to tum PFCGEL as the principal nancier tor renewable projects in Indie. Additionally, as the capacity addition is increasingly coming from private sector the funding willbe bya consortium of Banks/Fls glven the exposure constraints. Envisaging this your Company has already floated PFCCAS to offer oan syndication sorvices. To generate more fee based income PFCCAS intends to expand Its operations into advisory services in addition to syndication services, Your Companys also exploring to expand its operation into allied sectors with ong, ‘ermobjective of sustainable development of Indian power sector foraccelerated economic growth, Another important aspect in today’s world is Corporsta Govemancs. Your Compeny holds itseto the very highest standards of Corporale Governance and complements it with a strong and offective Risk Management System. This synergistic, ‘approach ensures that, while wa're constantly on the lookout for effective ways to boost our business, we do so strictly within {he ambit ofthe policy framework, Corporate Social Responsibility has assumed an even more important role since the new Companies Act was brought into force. PFC baflavas that working for societal betterment Is prtulega, which Is reflected in the CSR work your Company has done in thelast few years. Ason 31 Mar, 2014, your Company has cumulatively spent Rs. 88.27 Crore on CSR. SEE 28" Aroust oper 2003-20_t Acknowledgements ‘Your Company has pertormed under tasting times when both the economy and power sector was facing severe stress. | would ‘particularly lke (o thank our largest shareholder, Ministry of Power, for extending their support and guidance during the tough {mes without which we would not have achieved what we have during the year. Your Companys truly grateful forthe supportit ‘has received from ts Board of Directors, Shareholders and invastors for having fathinus, year afler year, ake this opportunity to also express my gratitude to the Hon'ble Minster of State for Power, Coal and New & Renewabie Energy, oficiais of the Ministry of Power, Ministy of Finance, Reserve Bank of India, Department of Pubic Enterprises, ‘Securities and Exchange Board of inca, Netional Stock Exchange of India Limited, Bombay Stock Exchange Lie, Planning ‘Commission, CEA, CBAG, Stalutory Auditors and other concerned Government Departments/Agencies al the Central and ‘State evel, and varous intematonal financial instttions/oanks, Commercial Banks, Financel insttuons, Registrars and ‘other agencies fr their continuous suppor. {would asc like to extand my immense gratitude to te Electronic ard Print Media, ‘whose honest and unbiased coverage of ur achievements have helpedrelnforos our shareholders’ confidancein us. ‘Your Company would nat have reached the position whers itis ‘oday without the unstinted support of a motivated and highly committed workforce. The Company's performance for the year under review Is a testimony of hard work, dedication end ‘commitment by entire PEC family including my colleagues on the Board, which I place on record. ‘My spocial thanks and warm appreciation are also due to our valued cilents for reposing faith inte Company and also for thoir ‘valued suggestions, which have definitely gone a long way in the betterment of cur performance. I hope the coming years will further strengthen this partnership. | would once gala lke fo thank all who have immensely contributed (© our success and look forward for thelr continued ‘support and guidance in future as wat. (MK. Goo!) Chairman & Managing Director M28 Aue 2015-2, 4 I |a & = AWARDS ‘Stu MK Goel, CMD, PRC tha coveted “iatia Pie Award” forte yoer 2013-14 bon Sixt MAM. Paar “orrnee Hora Union Minter for WUT 28" fonualReport 203-20Nolce is hereby given that the Twenty Eighth Annuat Generat Meeting of the members of Power Finance Corporation Lid. wil bo held on Friday, the Soptamber 26, 2044 at 10:00 AM al Manekshaw Centre, Parade Road, Delhi Cent, New Delhi- 110010 0 ansacthe following business:- ORDINARY BUSINESS. 1, To recvive, consider and adopt the audited financiat slatements of the Company for the financial year ended March 31, 2014, the Reports of tie Sard of Directors and ‘Auditors thereon, 2, Toconfim interim avers an dectere final cividend forthe yeor 2013-14 3. To appoint @ Director in place of Shi A. K. Agarwal (01N.01987101), who retires by rolaion and being egible, ffershimselttore-eppointment. 4. Toficine remuneration ofthe StetuloryAucitos. ‘SPECIALBUSINESS. 5, To adopt new Artcles of Association of the Company cenlsining regulations in conformity with the Comparis fet 2019 ancin ti regan to consider and I henght ass, with or without mociicalon(s, the. folowing resolutions as Spacial Resolutions: RESOLVED THAT pursuant to provisions of Seton 14 and aoherappicoble provisions of Comporigs cl, 2013 ard Rules made. thereunder (inchiding any statutory ‘modification(s) or re-enactment thereof, for the time being in force, the dra regulations contained tho Alles of Associaton submited fo this meeting be and are hereby {pproved and adopted in subettufon, and {o the entra exclusion, of the regulations conained nthe exsng frees ofAstociaton fhe Company. RESOLVED FURTHER THAT the Board of irctors of the Company 26 secs hers suits ado alate a ake at euoh stops. as may be no2essary, proper or expedient ive foot tis resluton. 6, To ‘aise funds upto %55,000 crore through issue of Bonds/Debenturesinoes/debt secures on Private Placeront basis and inthis rogaré to consider and i ‘hovgh tpass, wth owthour modieaon(), flowing resolutions 3s Special Rosolutions: RESOLVED THAT in modification of resolution passed through postal balot on June 20. 2014 for ralsing of resauroas. through Private Placement of Bonds / Debentures / notes I-300t securdos et, th Board of Directors of the Comoany thereat retard to 25 “the Boord which term shal ba. doomed. to iolvée. ary cemmitoe of ts members) be and fs hereby auhorand, Bursuant to tho provisions of Secon 42 and other Spplicble provisions ofthe Companies Act, 2013 63d with Rute 142) ofthe Comoaries (Prospectus anéAlleimert of Secures) Rules, 2018 ang any oer spoiable statutory provisions (neiding any statutory modeston of rb fnaciments Bere) to make offers) or invlaon(s) to Subsorbe fo the secured unsecured, redeemable, nom NOTICE convertible, taxable/tax-free, ‘seniocisubordinated bondsidebenturesinolesidebt secures to the extent of '255,000 crore in one or mora tranches J sorias through private placement, in India andior outside India, during the Period commoncing from the data of passing of Spacial Resolution tillcompletion ofone year tereo. RESOLVED FURTHER THAT the Soard be and is hareby ‘authorized to do all such acts, deeds and things a6 may be Seemed necessary lo give effect to private placement of ‘such Donds/debenlures/notasiéebt secures incuding but ‘ot limited to determining the face value, issue price, iseue size, (enor, liming, amount, secunity, coupoatiniaest rte, Yield, fisting, allotment anc other terms and coneitions of ‘seve of Bonds as they mey in their absolute discretion, ‘doom necessary. Byorder ofine Board of Directors ae Manohar Balwant Company Secratary Registered office: Usjanidhi, 1, Barakhamba Ler Connaught Piace, Now Celi 110001 CIN: L8s9100L 198801024882 Date : 25.08.2014 NOTES:. 1. A Member entitled to attend and vote at the Annual General Mosting (Mooting) Is entitled to appoint a proxy toattond and vote on poll instead of himself and ‘such proxy noed not bo a Momber of tho Company. The instrument appointing a proxy shoulé. however, be ‘deposited at the raglsterad office of the Company, not less than forty-eight hours before the commencement of the Meeting. Blank proxy form Ia enclosed. Proxy 20 appointed shall not have any right to speak at the meeting. 2. A porson can act as a proxy on behal of members not ‘exceeding fy and holding inthe aggregate not more than ten percent of the (otal share capital of the Company ‘carrying voling Highs. A member holding more than ten percent of the total share capital of the Company carrying ‘voting righis may appoint single person as proxy and such person shall aot act as @ proxy for any other person oF shareholder 3. Corporate Members are requested to send a duly certiied copy ofthe Scard Resolutoa/Power of Atomey authoring their representative to attend and vote on thar behalf at the 4. Every member eniiled to vote at a meeting ofthe company ‘on any resolution o bo moved thore at, shall be entiled ‘during the period beginning twenty four hours before the time ixed forthe commencement ofthe meeting and ending ‘with the conclusion of the moating, to inspect the proxies: lodges, at any time during the business hours of the HIN 28° Art poet 2013-20 5 |‘company, provided notless than three days' tice in wing ‘ofthe intention o ingpectisgivento the company. In compliance wit provisions of Clause 358 of the Listing ‘Agreement as well 2s Section 108 of the Companies Act, 2013 read with ta Companies (Management ond ‘Administraion) Rules, 2074, the Company is offering E- voting facility to all the Shareholders of the Company ia respect of ems fo be lransaciod at this Meeting. The user- {id & passwords mentioned at the bottom of tha Attendance ‘Slo! email forwarded through the eleclonic. notice, Instructions for e-voting are given hereunder. All members, fare requested to reed those Instructions oareully before ‘casting thelr ote. Once the vote on aresolutionIs cast by {8 Member, the Member sial not be allowed to change subsequently, Further, tia Membars who have cast their vote electronically shal aot be alowed to vate again a the Meeting. Mombers who nave not voted electronically can ‘castthoir voto atthe vanue, PROCEDURE AND INSTRUCTIONS FORE-VOTING In case of member recolves an emall from Karvy [applicable to members whose emall IDs ara registered ‘wlth the Company / Depository Participant(s)| ‘a. The $oid email contains your user ID and Password | PIN for o-voling. Ploase nole that the password is an inkl password mentioned in the Attendance Slip! via ‘email forwarded through the electronic notice b, Members of the Company holding shares either in ‘physical form or ia dematevilized form, a3 on cutofl dale ie, August 22, 2014 may cast their vote elactronically, © To the following URL for e-voting hitps:vfevating karvy.com User=ID__| ForMembersholding sharesin Dermal Fomi= For NSDL :- 8 Character OF 10 followed by Digits Cent ID ForCDSL:- 16diglisbeneiclaryIO For Members holding shares in Physical Form: Event no. followed by Follo Number| registerad with he Company Password | Your Unique password is printed on the Attendance Sip! vie email forwarded throughs Ihe electronic notice Captcha | Enter the Verifcation code Le., please ontor {he alphabets and numbers in the exact way as they ae displayed for securly reasons. 4, Aer entering these details appropriately, cick on “Losin 8. Members holding shares in DemavPhysicel form wil ‘now reach password change /Forgo! Password men \wharein you are required fo mandatory change your login password in the new password field. The new password hee (0 be minimum eight charactors ‘consisting of al least one upper case (A-2), one lower ‘case (22), one numeric value (0-9) and a special ‘characar (ike *,#,@ otc) Kindly note thal this password ‘can be used by the Demat holders for voting for resolution of any other Company on which they are ‘higibie to vote, provided that Company opts for 6 ‘voting through Karvy Computershare Private Lined &- voting platfon. System will prompt you to change your password and update any contact dotalts ike mobile, ‘email 1D etc. on 181 login, You may also eniarthe Secret ‘Question and answer of your choles 10 cetreve your password in case you forget it. It is strongly Fecommended nol (0 share your password with any ‘other person and take utmost care to Keep your ‘password confidential ‘Youneed to fogin again with the new credentials, ‘On successful login, sysiem wil prompt to select he “Event, (E-voling Event Number) Power Finence Corporation Limited (the number is provided in the Attendance Slipivia email forwarded through the ‘lactronic nolice).However, if you are already registered with Karvy for e-voling, you can use your ‘existing UserI0 and Password for casting your vole. ltyou are holding shares in Demat forma and had logged ‘on to “tps//evoting karvy.com” and casted your vole ‘ari for any company, then your exling login id and ‘password are to bo used, On the voting page, you wll see Resolullon Description and against the same the ‘option FOR/AGAINSTIABSTAIN'for voting. Enter the ‘number of shares (which rapresents number of votes) under FORIAGAINSTIABSTAIN' of altematively you may partially enter any number in’FOR’ and partly in “AGAINST, but the (otal number in ‘FOR/AGAINST’ taken together should not exceed your total ‘shareholding. I the shareholder do not wants to cast, ‘s0loct ‘ABSTAIN’ Il the shareholder does nol indicate ‘either FOR" or “AGAINST” it wil be treated as ABSTAIN’ and the shores held will not be counted under etnerioas. ‘Sharehokiers holding mulpie folios(demnat accounts ‘shall choose the voting process separately for each Tolios/demat accounts, Voting has to be done for esch item of the Notice separately. ‘Alter selecting the resolution you have decided to vole ‘on, alck on “SUBMIT”. A confirmation Dox will be displayed. if you wish fo confirm your vote, click on "OK", else to change your vole, ick on "CANCEL "and _acooting'y modify your vote, ‘Once you ‘CONFIRM’ your vote on the resolution, You will notbe allowed to modify yourvote. Institutional Shareholders (v2, other then individuals, HUF, NRI etc.) are requires to sand the scanned copy (POF format) of the relevant Board Resolution / Authority letter etc, together with attested specimen ‘Signature ofthe duly authorized signatory (les) who are authorized (0 vole, lo the Scrvinizge through email lo ‘splcts@gmail.com with copy tesvating@karyy.com, MUIR 28" Anovatgepert 2013.20ot zz HE 28° 20-20, = B c. 1. Please contact toll free No, 1-800-34-64-001 for any further claifcations, In casa a mamber recelves physical copy of the notice ‘Of AGM (applicable to members whose email IDs are not registered with the Company / Depository Participant(s) orare requesting physical copy) 8 Enter the login credential (pl9ase reler to the userid _andinitial password mentioned inthe attendance slip of theaGM). Pease fallow all steps from SILNo (a) to (n) above, to castvote, & Tho e-voting facility will be available during the following vating perio: ‘The e-voting period commences on September 20, 2014 at 10,00 am and will end at 6.00 pm on September 22, 2014. During this perlod, shareholders of the Company, holding shares elther In physical form or in ‘domateriatzad form, ason the cutoff date of August 22, 2044, may cast their vote electronically. The e-voting ‘modile will be disabled on September 22, 2014 after 6.00pm. Other Instructions: |. In case of any queries, you may refer the Frequenty Asked Questions (FAQs) for Shareholders and e- Voting user manual for Shareholders available at the downloads section of htps:fevoting Karvy-com. li, youare already registered with Karvy Computershare Pvt Lid, for e-voting then you ean use your existing ‘user ID and password/PIN for casting your vole, |i. You can also update your mobile number and e-maitid inthe user profle dela ofthe folio which may be used for sending future communicattons, Iv. Once the vole on & resolutions cast by a Member, the ‘Member shall nat be allowed o change k subsequently, Furnes, the Members wno have cast Ineir volo ‘sloctronicaliy shal not be allowed to vote again at the Meeting. The voting rights ofthe Members shallbe in proportion te the pald-up value of heir ehares inthe aquity capital ‘of te Company as on the cut-off cate Being August 22, 2014. Vi. Ms, Archana Bansal, Practising Company Secretary thas been appointed as a Sceutnizerto scrutiize the e= voting provassina fair and iansparent manner ‘vi. The Scrutinizer shall within @ period aot exceeding ‘hee (3) working days from the conclusion of the 6 voling padiod unblock the vates in the presence o least two (2) witnesses notin the employment of the ‘Company and will make a Scruinizer's Report of the votes cast in favour or against, if any, forthwith to the Chalrmanofthe meetin. Vil, ‘The Results on resolutions shell be declared ator ater the Annual General Meeting of he Company and the ‘resolutions wil be deemed fo be passed on the Annual 8 10. ‘General Mooting dats subjectto receipt the roquiste ‘umber of votas in favourotthe Resolutions. bx. The Results declared along with the Sorunize’s Reports) wil be avataoie on the website of the ‘Company (sew pfindta.com) and on Karvy's website (itips:tovoting Karvy com) within two (2) days of passing of the resolutions and shall also be ‘conenunicated to BSE Lintled and National Stock Exchange of india Limited, A Slalernent pursuant to Section 102(1) of the Companies ‘Act, 2013, rating fo the Special Susiness fo be transacted alihe Mestingis annexed hereto. ‘As required by clause 49 of Listing Agreesnanl bref profte ‘of Shri A. K. Agarwal, Director retiring by rotation and seeking re-appoinimant under item no. 3 of the notice in ‘accordance with applicable provisions of the Companies ‘Act, 2013s forming partofthe tics. Members are requestedto= |. note that copies of Annual Report willnot be dstibuted althe Annual Ganaral Meatng, IL Gelvar duly complates and signed Attendance Sip at tho entranca of the mesting vanue 2s entry to the ‘Autor wil be strictly on the basis ofthe Enty Sp. ‘available al the counters at the venue tobe exchanged with he Atsndanca Skip, fi quote thelr Folio J Cllent ID & OP ID Nos. i ‘correspondence. i. nota that due to strict security ceasons brief cazes, ‘ealables and other belongings are not allowed inside theeudliorvm, ¥% ote that no gifte/coupons wal be distributed at the ‘Ancwwal General Meeting. ¥iL_notethatin case offoint holders attsncing the Mesting, ‘only such joint holder who is higher in the order of ‘names wb onto 10 vote, ‘The Board of Cirectors in its meeting held on February 4, 2014 had declared an interim arvdend @ 88% (8.80 per share) on the paid-up equity share capital of the company, win was paid on February 17, 2014. Mombers who have fot raceived or not encashed theic dividend warranis may ‘approach Karvy Computershare Private Limited, Registrar {Share Transfer Agent ofthe Company, forrevalidating the ‘warrants of for obtaining duplicate warrants. ‘The Register of Members and Share Transfer Books ofthe ‘Company wll remain closed from September 12, 2014 to September 26, 2014 (Goth days inclusive). The final Distbution of shareholding as on March 31,2014 ‘Amount Number of ‘%of Total Ne. “Amount % ‘shareholders | shareholders of shares of shares 1 5000 197408 35.94% zaazsees | 209256040 17% ‘5001-10000 5287 256% 3782356 37823560 029% *10007- 20000 1605 073% 2106895, 21968350 047% 20001 - 30000 406 020% 032011 40320110 0.08% ‘30007 - 40000 161 (0.08% S728 724240 0.08% 40001 - 80000 119 0.06% 5647S 5547790 0.04% '5000% - 100000) a 0.13% 2016731 20167310 05% 100001 & Above 624 030% | t28ssss874 | 12865698740 7.8% Total 205753 100% | 1320020708 | 13200807080 100% {Shareholding pater as on March31, 2016 Category Total No.ofshares eto Equity Prasidentotingla 260985589 72.80% ForaignInslulonat investors 1ATEOTOSA AT Tnian Financial institutions | "109908702 7.87% Mutual Funds ‘36472572 276% Rasidentindviduats ‘34265692 260% Bodies Corporate 29431867 223% Clearing Members ‘3276768 0.25% HUF 1551616 0.12% Employees 1035316 0.08% Non Residentindians 40264 0.06% Banks 70084 005% Trusts 119665, 0.01% Foreign Nationals 760 0.00% Total 1320040704 00.00% 13) Domatertalization ofshares Number of shares held in dematerilized form with NSOL, COSL and physical mode as ondarch 31,2014, Category No.ofshares | ‘hoftotelcaplallesved NSDL 1910010321 8.00% cost 19007310 1.00% Physical 14073 0.00% Total 11320040704 100.0% HN 28 Ae 2015-2, 4 T |e = 14) Outstanding GORS/ADRaMWarrants.or any convertible instruments, conversion date andlikaly Impact on equlty > Employee Stock Options: For FY 2000-10, oul of 87,888 Options grantes during the FY 2011-12, the company had allotted 83,306 equity shares ‘during previous financial year. During FY 2013-14, 4,285 equity shares have been alloted upon exercise ofthe stock ‘options by the employees, Each Option, upon exercise ofthe same, would give rise fo. one equity share of 10 each fully Pio up. However, the Options can be exercised within a period of two years trom the dats of vesting Le. July 29, 2012 by paying 10/- per option, Thus, the remaining 327 options are due to lapse if not exercised by the employees by the ond of ‘he said period For FY 2010-11, 92,96¢ options had been granted during the FY 2012-13 Lo the eligible ernployaes. However, cut of tho {92,964 options granted, 69,964 options have been setled in cash and 1.572 oplions have ben canoalled during previous financial yaar. The remaining 21 438 equity shares have been alloted upon exercisa ofthe stock options by the ‘employees during FY 2013-14, ‘Members may refer lo the disclosures annexed to the Directors’ Repor with regard to particulars of Employees Stock ‘Option. > NoGDRs/ADRs/ Warrants have been issued by he Company. 15) Address tor correspondence Registered Office: ‘Uranidh’, 1, Sarakhamba Lane, Connauaht Place, New Delhi 110004 ‘Company Secretary SStvi Manohar Babvani “Tel #01 11 23458020 Fax #91 11 23456786 ‘e-mail: investorsgriavance@pfcingia.com 28"Annval epert 205-201_t =. MER 28" ert 20-2, = Annexure A Non-Mandatory Requirements ‘The status of non-mandatory cequirements of Clause £9 the Usting Agreements as follows: The Board : The Company is headed by an executive Chairman. None of the Independent Directors on the Board of the ‘Companyhas been appointed, in 2qgregate, for 8 period exceesingnine (2) years. Remuneration Committee : The appointment of Chairman ané Maneging Difector and otner Directors and Axton of their romuneralion are decided by Prasident of India 28 per We Articles of Association of the Company. However, inline with tho requirement under Department of Pubic Enterprises (OPE) guidelines on Corporate Govemance for CPSES and Companies ‘Act, the Company has consttuled a "Nomination, Remuneration and HR Committae" comprising of three independent irectors. ‘Shareholder Rights : The quarterly financial results of the Company are published inleading newspapers as mentioned under the heading “Means and Communication” of the Corporate Govemance report and also displayed on the wabsite of the Company. ‘Audit Qualifications : There are.no uit qualifications forthe FY 2013-14. Tralnlng to Board members : Various seminars, conferences, training programmes et. are attended by the Board members {rom tims to time, Further, under the Guidelines on Corporate Govemance for CPSEs issued by the Department of Public Enlerprises, @palcy for ieining of Soars members has been formulated. Mechanism for evaluating non-executive Board Members : Natyat adopledby the Company. ‘Whistle Blowar Paticy : The Company has nol adopted any separate "Whistle Blower policy’. However, under the provisions ‘of "Anti Fraud Policy’ adopted by the Company, 2 whistle blower mechanism is in place for reporting of fraud or suspected fraud in tho Company involving employees (including contractuat employees) as woll as shareholders, consultants, vendors, supplisrs, service providers, contractors, lenders, borrowers, oulsive agencies and/or any olher paites with a business relationship with the Company.CERTIFICATE ON CORPORATE GOVERNANCE The Members Power Finance Corporation Limited ‘We have examined the compliance of conditions of Corparate Govemance by Power Finance Corporation Limited (the Company), for the year ended 31st March, 2014 as stipulated in Clause 49 of the Listing Agreement of the Company with Stock Exchange(s) 2s well 28 Guidelines on Corporate Govemance for Central Public Sector Enterprises issued by Department of Public Enterprises (OPE), Govemmentof india, ‘The compliance of conditions of Corporate Governance is the responsiblity of the management of the Company. Our examination has been limited to review ofthe procedures and implementation thereof adopted by the Company for ensuring ‘compliance with the condiions of Corporate Governenece. It is neither an audit nor an expression of opinion on the financial slatements of the Company. nour opinion and tothe best of our information and according to the explanations given lo us, ws certly that the Company has ‘complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and Guidelines on Corporate Govemance for Central Public Sector Enterprises issued by OPE. ‘We further state that such compliance is neither an assurance as tothe future viabilty of the Company, nor the efficiency or effectivenass with which the management has conducted the affairs cfthe Company. For Sanjay Grover & Associates ‘Company Secretaries Date 25.08.2014 ‘Sanjay Grover Pace: New Del CP.Ne, 3850 28" AnovatRepert 20:3-201%_t BUSINESS RESPONSIBILITY REPORT II 28° Ae et 20-20 = ‘Section A: General Information about the Company Corporate Identity Number (CIN) of the Company ese Tool fesecointee2 Name of the Company Power Finance Corporation Limited (PFC) Reglstered address ‘fan 1, Baraknamba Lane, Conaught Pisce, Wobsite owuofcindia.com small id ‘mb@etcindia.com Financial Year reported 2013-2014 ‘Sector() tat ne Company is engaged in (industrial activity code-wise) £64990 (Other financial service aotvities, except Inaurance and pension funding actives) List three key producta/servies tht the Company marutctursstprovides (9s In Satancs shoe!) ‘ ()) Rupee Term Loan (RTL) (iy Sheetor Loans) i) Buyer's Ling of credit (8L0) Total number ofjocationa where Business actif s undertaken by the Com {Number of stemation’ Cosaions Ii. Number of National Locations None. 2 Regional ofices- Mumbal, Chennai Company! Companies? Marts verve by the Company -LocaStateatonaliniortona National ‘Seotion B: Financial Details of the Company (as on March 31, 2014) ald up Gapital INR) $1,320.04 crore ‘Total Turnover (NR) (Revenue from Operations) 321,822.42 crore" “Total profit after taxes (INR) 25,417.75 crore Teil Spending on Corparate Social Responsibly (CSF) 1% of PAT of FY 2012-13 "Does nat incite other income of 815.04 crore Lat of CSR actives inwhich expenditure has been Tied at Annexure ‘Section €: Other Details Does the Company have any Subsidiary Yes Do the Subsidiary Company/Companies participate In the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s) Businoss Responsibly inkiatives of te pevent company 2r8 applicable to all subskiary companies of PFC. Do any other entity/antiies (0.9. suppliers, distributors ‘otc that the Company does busingss with, participate In the BR Initatives of the Company? if yes, thon gniyfentitus? Tess No ‘Section D: BR Information 4. Datalls of DirectorDIractors responsible for BR 2) Dotalis of the Diractor/Dirsctors responsible for implementation of the BR policy/policies DIN Number 00730613 Name ‘Shi MK, Goal Designation ‘Oirector (Commerc) & hakcing edional charge of MOees SY ul 'b) Details of the BR head Ko, ParicularOataie [7 DIN Number (F applicable) NK 2 [Rare ‘Shi Manohar Balan 3.___[ Deslgnation ‘Company Secretary [Telephone nariber Git. 79488740 5 [Emalia me@plcna.com 2 Principie-wise (as per NVGs) BR Policy/policies (Reply in YIN) ‘The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) roleased by {he mine of Corporste Aare adopid hinearaas fBuninenseaponaibtty, ana rey eras uncer: 1 Busioasses should conduct and govern themselves wih Elcs, Transparency and Accountabily 2 ~ _cinasces should provide goods and serces that are safe and conbut to avotainabilly trough out tha Ife oot PS + Busloesses shoul promos the wellbeing of al emoye0s PA - Bueinessos shoud respect ho llrasts of, an bo responsive toward al lakeholdes,eapciay hose who aro disadvantaged, vulnerable and marginalized. P5 ~ Businesses should respect ard promete human fights. PS - Businesses shoud respect, protect, and mako oft to rostore tho envronment. PT + sinasses, wnen engaged inintuencig pubic an regulatory plc, shoud do so in arasponsibie manner. 78 - Businesses should euppor incusive growth and equtabie davelooment 79 ~ Businesses should engage wih and provide value other customers and consumers ina responsible manner: [So | Question 2 2 E be ld: [8 g 2S lot lz 5 z as |$2 [5 3 52 |zee|é « (8 8 35 |s58|2 8 |é pi | pe ro | re [ps pa_[po 1, |Do you have a Y | PRC being | Y Y ‘The policy Y | The policy is Paley! policies Annee, embedded embeddos fe iis pane : i ‘has limited company’s ‘company's Spotty finvpotcles enous ane Doles sno practons practices 2. ras the poicy | ¥ | ¥ Y - y |e y | being formattad in consuitation fet the relevant Stahsholdere? . |oes te poten | ¥ | Y y / a YT feoform to any nalonal international tandords? ja |fasie poney bane ¥ | Y y - y f= Y | by the Board? Is yes, has It bean signed by MC! owner! CEO? propriate Board Birector? \ 28° Aocvaleport 200-201Board) Director’ Offical ta oversee) the Implementatio: ofthe policy? 8. indicate the tink | # | - Policy |e |e # |. a |. tor the policy to ‘being an be viewed online? intemal ‘aconsstle ceroloyees| only 17. |Hasthepotiey | ¥ | - Y y |. y |- y |- been formally [communicated to all relevant internal implement the policyfpolicies. 19. | Does the Company) ¥ | - y y |. y |. y |. have a grievance redreasal tmochanisr related tothe policy! polices to address| stakeholders’ grievances related fo the policy? policies” 10, |Has the company | y | - y y |- y |- y |- [cartied cut Independent audit evaluation of the working of this policy by an Intoral Jorextornal agency? ptf coms ContenCSA3620and9C20SDSe20POLICY ox HER 28" ert 20-2 4 I |2a. Hanswar to 8.No, 1 against any princlpl, Is ‘No’, please explain why: (Tick up to 2 options) S.No] Question Pi] p2| Ps] rs] ps] re] p7| Pa] pe 7 has not understood the Princ ompany Ts not ata stage a {a position te formulate and implement the policies on principles ‘fs corapany docs Tot Rave Trandla or aTPOWAT NOT APPLICASLE ‘asouteas available for the This planned to be cone within next 6 mOnthS. Tris planned te be done within the next 1 year: ‘Any other reasen (please specify) + Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance ofthe Company. Within’ months, 3-8 morths, Annually, Morethan year CSR & SD Commitiae headed by an Independent Director has been consttuled to gve direction io the CSR and SO actvies ‘of the Company and to make recomunendations to the Board of Olreclors for teking up various CSR & SO projects. Ouring FY 2013-14, nine meetings of the Committee were hel, + Does the Company publish a BR or a Sustalnability Report? What Is the hyper lInk for viewing this report? How ‘requently ts published? “The Business Responsibly Report is published as a part of Annual Report wie. FY 12-13. The current Repon shall also be valable on company’s website: www ploindla com. ‘Section £:Princinlo-wisa performance rinelple 4. Does the policy relating fo ethics, bribery and corruption cover only the company? Yes/No. Does it extend to tho Group/Joint Ventures/S uppliers/Contractors/NGOs/Othors? Power Finance Corporation td. (PFC) leading power sector pubic nancial institution and @ non-bankiag fhancial company, providing une and non-fund based suppor forthe development ofthe Indian power sector. I plays a major role in channelizing investment inlo the gower sector and acts as a vehicle for development of his sector. ls cienis include stale power wiles, central power sector ulfies, power departments, privat powsr sector uliliss (including independent power producers), joint sector power ullies etc, PFC has developed the Fair Practices Code (FPC) for its lending operations based oa the RBI ‘guidelines, wnich iniends lo provide assurance lo all he borrowers of ins Company’ commitment Io fair dealing and transparency in is businesses transactions. PFC also considers Corporate Govemance 2s an integral part of good management andis committed o actprofessionaly. aily and with intagrly in allis dealings. In this direcion, Company has an esiabished Code of Business Conduct & Ethics for Board Members & Senior Management and an Ant-Fraud Policy. ‘The Code of Business Conduct and Ethics forthe Boaré Members and Senior Managementis a comprehensive code applicable lo all Directors and Members of Senior Management of the Company, It's in alignment with Company's vision and values lo achieve the Mission & Objectives and aims at enhancing elhical and transparent process in managing the affairs of the Company, “Tne Company has also adopted an Anti-Fraud polcy 80 as fo provide a system of detection and pravention of fraud in the Company, I'sims io promote consistent egal and ethical organizational behavior by assigning responsibilty forthe development ‘of controls and providing guidelines fo ceporing of fraud/suspecie fraud and conduct of invetigalon of suspected frauculent behavior. Tha soopa of pay extonds to reporting and invastigating the fraud or euspactad fraud in the Company invalving ‘employees (including contractual employees) a8 woll as shareholders, coneuilants, vendors, suppor, earvice providers, cenivactors, lenders, borrowers, outside agencies andior any other parties having business relationship with the Company. 2. How many stakeholder complaints have been recelved in he past financial year and what percentage was satisfactorily resolved by the management? If 50, provide details thereof, in about SO words or sc. Under the Anti-Fraud Policy, the Company had net recsived any complaint during the FY 2013-14. The company had received 37 complains fom the shareholders of the Company during the FY 2013-14 in addition to 1 complaint pending al the bepianing of {he year, Outof which 36 complaints (94.74%) were resolved by Masch 31, 2014 leaving a balance ol Zcomplainis of which 1 has since bean resolved in ApAal2014, 28" AnnualReport 2013-20_t = Further, the company had received 721 complaints from the bondholders of the Company uring the FY 2013-14 in ‘adélion to 4 complaints pending al the beginning of the year. Of these 721 complaints (69.45%) complaints were ‘resolved by March 31, 2014 leaving e balance of4 which have also since been resolved. Principle? 1. List up to 3 of your products or services whose design has Incorporated soclalor environmantal concems, risks andior opportunities. PEC has financial produots like term foan, lease financing, ote. for financing of renewable energy projects which are ‘sustainable and environmentally baniga. While sanctioning loane, PFC atipulates condlions including intorala environmental ‘clearances. PFC has a dedicated Renewable Energy Group (o focus and accelerate the development of business in the Renewable Eneray Sector which includes Wind, Biomass, Small Hydro, Solar, et. The company offers special interest rates for Renewable Energy Generation Projecls and considers providing financial assisiance {o all types of Renewable Energy Projects. FC has setup awholly owned subsidiary viz. PFC Gresn Energy Lite to extend france and financial services o promote ‘9re6° (renewable and ron-coaventonal) sources ofeneray. 2. Foreach such product, provide the following detalls In respect of resource use (energy, water, raw material ec.) per Lunitof product (optional): ‘Since PFC offers inanciatproducts ony, folowing questions fr principe 2 arent appicabl. |. Reduetion during saurcing/production/dletribution achieved since the previous year throughout the value chaln’? Not Applicable, li, Reduction during usage by consumers (energy, water) has been achievadsince the previous year? Not Applicable. 3. Dogs the company have procedures inplacefor sustainable sourcing {including transportation)? Not Applicable. 4. Has the company taken any stops to procure goods and services from local & small producers, including ‘communities surrounding thelr place of work? If yes, what steps have been taken to Improve thelr capacity and ‘capability of local and small vendors? Not Appleable. 5. Does the company have a mechanism ta racycla producta and wasta? lf yas what isthe percentage of recycling of products and waete separately as 10%) Aso, provide etallsthoraot Incbeutsworssrsor fot Appicable Prinsiole3s 1. Please Indicate thetotal number efemployees. ‘Ason March 31,2014 there are 446 employees in PFC. 2. Please indicate the total number otamployees hired on temporaryleontractual/casual basis. PFC does nothaveeny casualoriracual employees. However, PFC, izes the senices of day wagers, rough aplacoment agony based onoquremonl fom ti time. Such daly wagersarénotontheralsof PFC bulare ontharolsof ha placomant pency 3. Please Indicate the number of permanent women employees. ‘Ason March 31, 2014, there were 88 women employees on the ols ofthe company. 4. Please indicate the number of permanent employees with disabllties. ‘Ason Marci 31,2014, there were 10 differently abled employees on therol'softhe company. 5. Doyou haven employee sssoclation thats recognized by management? PFC has PFC Employees Union, PFC SC/STIOBC Weltare Association and PFC Executive Association. 8. What parcentage of your permanant employaos Is members of this recognized umployoe association? ‘All permanent employees era members of these recognized employee associations I 28° Ace et 20-20 =