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Directors Report of PTC Industries Ltd.

Mar 31, 2015

DEAR MEMBERS,

The Directors are pleased to present the 52st Annual Report for the year ended 31st March 2015.

1. RESULTS OF OUR OPERATIONS FINANCIAL HIGHLIGHTS

Table 1 gives the financial highlights of the Company for the financial year 2014-15 as compared to the previous financial year.

TABLE 1 FINANCIAL HIGHLIGHTS Rs. In Lakhs 2014-2015 2013-2014

Revenue From Operations

Domestic Sales 2,444.63 2,881.71

Export Sales 7,622.91 8,970.96

Other Operating revenues 266.05 374.13

Total 10,333.59 12,226.80

Less: Excise Duty 256.20 320.87

Revenue From Operations (net) 10,077.39 11,905.93

Profit before finance cost, depreciation, exceptional items and tax 1,905.90 2,126.57

Less: Finance Cost 256.30 530.05

Less: Depreciation 635.73 437.30

Profit before Exceptional Items and Tax 1,013.87 1,159.22

Exceptional Items 159.90 57.95

Profit before Tax 853.97 1,101.27

Tax Expenses

Provision for taxation 256.60 246.32

Deferred tax (25.70) (2.25)

Deferred tax (earlier years) (26.35) 254.80

Profit after Tax 649.42 602.40

OPERATING RESULTS

The Company witnessed a decline in revenue from operations by 15% to Rs. 100.77 crores from Rs. 119.06 crores in the previous year. This is primarily due to the slowdown in domestic as well as international markets. Further, the Company has been using part of its capacity for trials and research for the new technologies that shall be introduced in its new manufacturing facility, the Advanced Manufacturing & Technology Centre. Te EBITDA as a percentage of revenue rose to 19% from 18% last year.The Profit after tax has risen by Rs. 0.47 crores to Rs. 6.49 crores from Rs. 6.02 crores in the previous year. For a detailed discussion on the Company's financial and operating results, please refer to the Financial Performance section ofthe Management Discussion and Analysis Reportin this Annual Report.

DIVIDEND

The Company is in the final phase of construction of its new clean, green and lean manufacturing facilities in Fucknow, Uttar Pradesh along with substantial investments i new technologies and capabilities. T view of the ongoing expansion and development, a sizeable outlay of funds is expected in the coming year.

Hence, the directors do not recommend any dividend this year. Further, the Company has not transferred any amount to General Reserve during the year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As per the reguirement of section 186(4) of Companies Act, 2013, particulars of loans given, investments made, guarantees given or securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statements on page number 132 & 133.Te Company is in compliance with the limits as prescribed under Section 186 of Companies Act, 2013 read with rule 11 of the Companies (Meeting of Board and it Powers) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADEWITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.The Company's policy on related party/ transactions may be accessed on the Company's website at http://www.ptcil.com.

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, are presented in Annexure III to the Directors' Report in Form AOC2.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND DATE OF REPORT

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company. However in view of expansion of scope of the AMTC project (as explained in detail under head "Business" of this report) to eguip the said plant with new technologies to create a competitive advantage and value addition to the Company's products, the management expects a delay of 12-18 months in the start of commercial production ofthe new Plant.

UNSECURED, COMPULSORY CONVERTIBLE DEBENTURES

During the year, the Company converted the 4,00,000 (Four Lakhs) Zero Coupon Compulsory Convertible Debentures ("CCDs") of face value of Rs. Dd/- (Rupees

One thousand) each issued to the Investors after taking necessary approval from shareholders at 50th Annual General Meeting held on July 16, 2013 into 10,47,813 eguity shares of Rs. 10/- each. The Company converted 1,39,130 CCDs in to 3,64,456fully paid eguity shares in the first tranche and thereafter 2,60,870 CCDs were converted into 6,83,357 fully paid eguity shares in the second tranche. On the Investors' reguest, shareholders' permission was sought by obtained in the 51st Annual General Meeting extension of tenure of balance CCDs from 12 months -to 18 months as per SEBI (ICDR) Regulations, 2009 on date of this report, no CCDs are pending forconversion.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Clause 49 of the Listing Agreement, the Management's discussion and analysis is setoutinthis Annual Report on Page53.

2. BUSINESS

NEWUNIT

With the experience and learning that PTC has acquired

in the past 10 to 15 years with Replicast®, automation, robotics, CNC machining and other technologies, PTC is currently building a new state-of-the-art Advanced Manufacturing &Technology Centre, (AMTC) in Lucknow, India which will house the most advanced technologies like Replicast® and RapidCast™ with latest eguipment and machineries. PTC's CNC machining capability shall also be expanded and shall include the latest 15-Axis CNC machines also. This facility shall have the added capability to produce single piece castings of up to 5,00 kgs. This new facility shall also have Titanium Casting capability for the firsttime in India.

In the first phase, the built up area for the plant shall be 150,0 sguare feet. With the new technologies and capabilities that have been added to this project, the total project cost is expected to be approximately Rs. 142 crores, which is proposed to be met by borrowings from banks & financial Institutions, internal accruals and raising of fresh funds through issue of eguity/convertible securities.

All our manufacturing technologies will not just improve the quality and performance or products and reduce total cost, but the entire process has been re-engineered to make it more green and reduce or eliminate wastage at every stage of the manufacturing process. Considerable improvements in productivity have been kept in mind, and automation and robot-assisted manufacturing has been employed which further increases the consistency and reliability of the process. Beside the manufacturing process being 'green', the entire building shall also be a green building with solar panels on the roof of the building. Other energy efficient measures like rain-water harvesting, waste heat recovery, recycling and reclamation of direct and indirect materials, etc. shall also be employed in jhe new plant.

SUBSIDIARY

During the previous year, the Company had entered into a Joint Venture Agreement with Modrany Power, a.s., a leading Czech producer and supplier of piping systems for the power industry. Modrany Power & PTC Piping Systems Private Limited had been incorporated as a subsidiary of PTC during the previous year to jointly acquire knowledge and bid & execute projects for high pressure piping systems and allied equipments.

The consolidated financial statements presented by the Company include financial information of its subsidiary prepared in compliance with applicable Accounting Standards.

The Company will make available the annual report of subsidiary company upon request by any shareholder of the Company interested in obtaining the same.

Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiary, are available on the website of the Company.

Statement containing salient features of financial statements of subsidiary as required under Section 129(3) of Companies Act, 12013 read with Rule 5 of The Companies (Accounts) Rules are presented in Annexure II to the Directors' report in form AOC1.

RESEARCH AND DEVELOPMENT

The Company has already been recognized by the Department of Scientific and Industrial Research (DSIR), under tine Ministry of Science &Technology, Government of India, for its in-house Research and Development facilities. U^SIF^ has also granted approval to PTC Industries Limited u/s 35 (2AB) of the Income Tax Act, 1961 for availing various incentives provided under the Act in connection with its research and development activities.

During the year, the Company has continued to work undertheTechnology Developmentand Demonstration Programme (TDDP) for development and commercialization of the RapidCast™ technology for manufacture of stainless steel castings of weight up to 5,000 kilograms. The Company has been conducting several trials in this project and a review of the progress was also carried out during the year lay the Project Review Committee appointed by DSIR. This project is expected to be commissioned by the end of this year.

QUALITY AND SAFETY

The Company continues to accord high priority to quality, safety, training, development, health and environment. It has always sought to deliver value to its customers through its commitment to quality. During the year, it continued to adhere to international quality standard certifications such as ISO 9001:2008 and ISO 14001:2004 OHSAS 18001:2007, PED (Pressure Equipment directive), TUV W0 MERKBLATT and various Marine Classification Approvals.

The Management is committed to strengthening the safety measures in the workplace and bring about constant improvements in this area. De Company has teen able to lay down the foundations for a quality- centric work culture by involving its employees and ensuring a good work environment. Proper equipment has been installed to extract (dust, smoke and smell which makes the environment clean and healthy. Safety measures are mandatory and are constantly reviewed for improvement, te workers understand the importance of good housekeeping both at workand at home.

PTC has always emphasized on minimizing the environmental impact of its operations and its products through adoption of continuous improvements in its efficiency. Further, the Company contributes positively to the communities around or near its operations tty participating actively in community initiatives.

The Company's EHS department operating under an experienced environmental engineer, oversees compliance with various international guidelines for environment, health&safety.

AWARDS & RECOGNITIONS

In July 2014, Forbes India identified PTC Industries among sixteen 'Hidden Gems' of Indian industries.These are fast growing companies which are constantly innovating and aiming for greater heights. Forbes' selection of PTC was due to its investments in unigue technology and commitment to innovation.

Recently, our Managing Director, Mr. Sachin Agarwal was also recognized for Inis achievements in a publication 'Small Big Bang' by Indian Institute of Management (IIM) where he has been picked for his significant contribution to industry and his leadership gualities. m

3. HUMAN RESOURCE MANAGEMENT

A nurturing and encouraging environment the seed for god human resource management. PTC believes that foe holistic growth and development of its workforce is intrinsictothegrowth and progress of the Company.

The employees are given ample opportunities to become aware of and learn about technological developments in the industry and novel approaches adopted by others in the world to update their knowledge and approach through internal and external seminars and workshops. 1"he Company encourages skill development and cross-functional training. Effective communication channels are in place for interactions between the management and the staff. Innovation is a central ideal within the Company and employees are encouraged in this direction by giving them just enough structure and support to help them navigate uncertainty and tapping into each individual's creative process without stifling it. Every employee from the grass root level to senior staff is given freedom to express his or her viewsand putforththeirideas.

The management at PTC is highly engaged in its dictum of in novation and regularly demonstrates this i ntent with its words and actions. This active participation enables them to spot inflection points that may be missed by their staff and also gives them a deeper intuition when it's time to take a decision. Apart from regular interaction, the management provides ample opportunities for inventive thoughts to come forward through exclusive pages and time devoted to creative and innovative thinking in our in-house magazine and office functions.

PARTICULARS OF EMPLOYEES

The disclosure as required under the provisions of Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company has been given at Annexure IVof this report.

4. CORPORATE GOVERNANCE

As stipulated in Clause 49 of the Listing Agreement, a separate section on Corporate Governance forming part of the Directors' Report and Management Discussion & Analysis Report and the certificate from Practicing Company Secretary confirming the compliance of the conditions on Corporate Governance are included in the Annual Report.

NUMBER OF MEETINGS OFTHE BOARD

The Board met six times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report, the intervening gap between any two meetings was within the period prescribed by the Companies Act, 12013 and the Listing Agreement.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company seeks to maintain an appropriate mix of executive and independent directors in order to maintain the independence of the Board and segregate the functions of governance and management. As at year end, the Board consists of 10 members, four of whom are Whole-time directors, five are Independent directors and one is a Nominee director.

During the year, the Company appointed two independent directors; both the appointees are qualified personnel with requisite qualifications, experience, positive attributes and satisfy all the criteria as set out

under Schedule IV of Companies Act, 2013. These appointees are only eligible for sitting fees for attending Board meetings and Committee meetings and other out of pocket expenses duly made for attending meetings of the Board or any committee of the Board thereof. The Company is in process of forming a Remuneration Policy which will be approved by Nomination and Remuneration Committee ofthe Board.

Your Company, in compliance with section 178(1 of the Companies Act, 2013 read withThe Companies (Meeting of Board and its Powers) Rules, 2014, has duly constituted a Nomination and Remuneration Committee. This committee is chaired by an independent director and formulates the criteria for determining gualifications, positive attributes, independence of a director and other matters.

Appointment and the remuneration of Board members, key managerial personnel or one level below the Board level is fixed on the basis ofthe recommendation ofthe Nomination and Remuneration Committee made to the Board, which may ratify them, with or without modifications.

Disclosures pursuant to the reguirements of section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been made in Annexure IVof this Board Report.

DECLARATION BY INDEPENDENT DIRECTORS

As per the reguirement of section 149(7), -the Company has received a declaration from every Independent Director that he or she meets the criteria of independence as laid down under section 149(6) read with rule 5 of the Companies (Appointment and Qualification of Directors) Rule, 2014 and Clause 49 of the Listing Agreement.

BOARD EVALUATION

Pursuant to the reguirement of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The Act states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding thedirectorbeing evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by tbie Board as explained underthe Corporate Governance section of this Annual Report. In a separate meeting of independent Directors, performance of fom-independent directors was evaluated. _ INDUCTIONS S L

On the recommendations of the Nomination and Remuneration Committee, the Board appointed Mrs.

Shashi Vaish as an additional director in the category of woman independent director with effect from August 9, 2014. Mrs. Shashi Vaish is a Company Secretary and has an experience of over39years in the secretarial field.

Further, the Nomination and Remuneration Committee also recommended the appointment of Mr. Brij Lai Gupta asan independent directorwith effect from December, 2014. Mr. Brij Lai Gupta has more than 41 years of experience in the banking sector and retired as the General Manager from Punjab National Bank in 2011. He has also worked with various finance companies in different capacities and serves as guest faculty with several institutions.

The directors seek the shareholders' support in confirming the appointment of Mrs. Shashi Vaish and Mr. Brij Lai Gupta in the ensuing Annual General Meeting.

During the year, the Nomination and Remuneration Committee also recommended the appointment of Mrs. Smita Agarwal as the Chief Financial Officer of the Company with effect from May 25, 2014. Mrs. Smita Agarwal has over 20 years of experience in accounting and has worked for one of the Big Four accounting firms in India and United Kingdom. She has been associated with the Company in various capacities since 2008.

REAPPOINTMENTS

As per the provisions of the Companies Act, 2013, Mr. Alok Agarwal retires at the forthcoming Annual General

Meeting and being eligible, offers himself for reappointment. Mr. Alok Agarwal, a whole-time director ofthe Company, who manages the Quality andTechnical divisions of the Company, has all the reguisite skills, experience and knowledge for this role and the directors recommend his re-appointment, as proposed in the notice ofthe 52nd Annual General Meeting.

RETIREMENTS AND RESIGNATIONS

Mr. Arun Jwala Prasad retired as non-executive director of the Company with effect from August 9,2014. Mir. Prasad joined the Company in 1997 and was an immense support in helping the Company builds its infrastructure. The Board places on record its sincere appreciation for Mr. Prasad's long and rewarding association with the Com pan;/.

Mr. Radha Krishna Pandey resigned as independent director with effect from September 23, 2014. Fie was associated with the Company since March 2003 and contributed greatly to the growth and progress of the Company. The Board thanks him for providing valuable guidance during his tenure with the Company.

COMMITTEES OFTHE BOARD

Currently, the Board has 8 (eight) committees. A detailed note on the Board and its committees is provided in the Corporate Governance Report section of this Annual Report. The composition of the committees and compliances, as per applicable provisions ofthe Act and Rules, are as follows:

Audit committee :

Dr. Rakesh Chandra Katiyar, Chairperson,

Mr. Alok Agarwal,

Mr. Brij Lal Gupta,

Mr. Krishna Das Gupta,

Mr. Narayanan Shadagopan

- All recommendations made by the committee during the year were accepted by the Board.

- The Company has adopted the Whistle Blower Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud.

- The Company has formed the Related Party Transaction Policy.

Nomination and remuneration committee :

Mr. Krishna Das Gupta, Chairperson,

Mr. Satish Chandra Agarwal,

Mr. Brij Lal Gupta,

Dr. Rakesh Chandra Katiyar

- The Committee oversees and administers executive compensation.

- Allrecommendations made by the committee during the year were accepted by the Board.

Stakeholders relationship committee :

Dr. Rakesh Chandra Katiyar, Chairperson,

Mr. Satish Chandra Agarwal,

Mr. Sachin Agarwal,

Mr. Krishna Das Gupta

- The Committee reviews and ensures redressal of investor grievances.

- The committee noted that no grievances of the investors have been reported during the year.

Corporate social responsibility committee :

Mr. Krishna Das Gupta, Chairperson,

Mr. Sachin Agarwal,

Mr. Alok Agarwal,

Dr. Rakesh Chandra Katiyar

- The Board as laid down the Company's policy on Corporate Social Responsibility (CSR).

- The CSR policy is available on Company website, www.ptcil.com

Project monitoring and environment committee :

Mr. Satish Chandra Agarwal, Chairperson,

Mr. Sachin Agarwal,

Mr. Priya Ranjan Agarwal,

Mr. Alok Agarwal,

Mr. Narayanan Shadagopan,

Mr. Ajay Kashyap

- It oversees and monitors the progress of large capital expenditures and projects being implemented by the Company

- It also assesses the impact of the operations of the Company on the environment and initiates steps for the identification of potential issues and provision of support in setting a direction for improvements.

Banking committee :

Mr. Sachin Agarwal, Chairperson,

Mr. Alok Agarwal,

Mr. Krishna Das Gupta

- Facilitates day-to-day banking matters of the Company.

Risk management committee :

Dr. Rakesh Chandra Katiyar, Chairperson,

Mr. Sachin Agarwal,

Mr. Alok Agarwal, Mrs. Smita Agarwal

- Itmakes recommendations to the Board to manage the risk of the Company and appraises the Board regarding any noticeable and relevant risks which can have an adverse effect on the affairs of the Company.

- The Risk Management Policy of the Company can be accessed at www.ptcil.com.

Listing committee :

Mr. Sachin Agarwal,

Mr. Alok Agarwal,

Mrs. Smita Agarwal,

Mr. Arun Kumar Gupta

- Tooversee and monitor all tasks in relation to the listing of equity shares of the Company at stock exchanges.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(3)(c) of the Companies Act, 2013 your Directors confirm that:

(a) in preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with the requirements set out under Schedule IIl of the Act have been followed and that there are no material departures from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on March 31,2015 and of the profit of the Company for year ended on that date;

(c) they have token proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be flowed by the Company and that such internal financial controls are adequate and are operating effectively to the best of their .knowledge and ability; and year.

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applide laws and that such systems are adequate and are operating effectively.

LISTING

During the year under report the Company achieved another milestone and secured listing of its securities on BSE Limited w.e.f. Marcia 12, 2015. In addition to connectivity with Central Depository Services Limited (CDSL), the Company has established connectivity with National Securities Depository Limited (NSDL) to facilitate its members.

The Company has been listed on Over The Counter Exchange of I ndia (OTCEI) since 1995. However OTCEI has teen de-recognised as a stock exchange under the relevant provision of the Securities and Exchange Board of India Act, 1992 and the Securities Contracts (Regulation) Act, 1956 with effect from March 31, 2015. The Company has paid listing fees for the year 2015-16.

4. .AUDITORS

STATUTORY AUDITORS

The statutory auditors of the Company, M/s Walker Chandiok & Associates, Chartered Accountants were appointed as statutory auditors of the company in the 51st Annual General Meeting of the Company to hold office until the conclusion of the 56th Annual General Meeting, subject to ratification of such appointment at

every Annual General Meeting in accordance with the provisions of section 139 of the Companies Act, 2013 reads with Rule 3(7) ofThe Companies (Audit & Auditors) Rules, 2014, on a remuneration to be fixed by the Board of Directors of the Company.

Accordingly, the re-appointment of M/s Walker Chandiok & Associates, Chartered Accountants, as statutory auditors, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if7 they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The notes referred to by the auditors in their reports are self-explanatory and hence do not require any explanation. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

M/s Amit Gupta & Associates, Practicing Company Secretaries were appointed as secretarial auditors of the Company for the year 2014-15 as required under Section 204 of the Companies Act, 2013 and Rules made thereunder. The secretarial audit report for FY 2014-15 forms part of the Annual Report (Annexure to the Directors' Report in Form MR. 3) and carries no qualifications, reservations, adverse remarks or disclaimers and hence no explanations are required.

The Board has further appointed M/s Amit Gupta & Associates, Practicing Company Secretaries, as secretarial auditorofthe Company for the financial year 2015-16.

COST AUDIT

In terms of the provisions of Rule 4(3) of the Company (Cost record and Audit) Rules, 2014 the Cost Audit is not application the Company during 2014-15 & 2015-16,in view of export revenue exceeding 75% of total revenue. However the Company continues to maintain Cost records in the prescribed manner in terms of the provisions of section 148(1 of the Companies Act, 12013 read with the Company (Cost record and Audit Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future.

AUDIT COMMITTEE AND VIGIL MECHANISM

Pursuant to reguirement of section 177(1) of Companies Act, 2013 read with Rule 6 of the Companies (Meeting of Board and it Powers) Rules,2014and Clause49of Listing Agreement, your Company has already formed the Audit Committee, composition of which is covered under Corporate Governance report section of this Annual Report.

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of the Listing Agreement, includes appointment of a Whistle Officer who will look into the matter, conduct detailed investigation and take appropriate disciplinary action. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line ora letter to the Whistle Blower Officer or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: http://www.ptcil.com. During the year under review, no employee was denied access to Whistle Blower Officer or Audit Committee.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure to this Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adeguate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

RISK MANAGEMENT

PTC aims to have a formalised and systematic approach for managing risks across the Company. It encourages knowledge and experience sharing in order to increase transparency on the key risks to the Company to the extent possible,his approach increases risk awareness, and ensures proper management of risks as part of the daily management actjvitjs.

During the year, the Company has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in:

- Reviewing and approving the Company's Risk Management Policy so that it is consistent with the Company's objectives; and

- curing that all the risks that the Company faces such as strategic, operational, financial, compliance and other risks are identified and assessed and there is an adeguate risk management infrastructure in place capable of addressing those risks.

The Risk Management Policy was reviewed and approved by the Committee. The policy on Risk Management may be accessed on the Company's website atthe link: http;//www.ptcil.com

The objective of the Company's risk management process is to support a structured and consistent approach to identify, prioritize, manage, monitor and report on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has introduced several initiatives for risk management including the introduction of audit functions and processes to identify and create awareness of risks, optimal risk mitigation and efficient management ofinternal control and assurance activities.

5. CORPORATE SOCIAL RESPONSIBILITY

PTC strongly believes in concept of sustainable development and is committed to operate and grow its operations in a socially and environmentally responsible way. Our vision is to expand our operations whilst reducing the environmental impact of our operations and increasing the positive social impact on our community.

As per the Companies Act, 2013, all companies with a net worth of Rs. 100 crore or more, or turnover of Rs. 1,000 crore or more or a net profit of Rs. 5 crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) committee of the Board of Directors comprising of three or more directors, at least one of whom should be an independent director and such company shall spend at least 2% of the average net profits of the company's immediately preceding three

financial years on CSR activities. The Company has duly constituted a Corporate Social Responsibility (CSR) Committee pursuant to the requirement of Section 135(1 of Companies Act, 2013 and the Rules made thereunder. On the recommendation of C^SR committee, the Board has approved the Corporate Social Responsibility Policy which is available on the Company's website www.ptcil.com.

The Company has formed PTC Foundation, a not-for- profit trust, during the year for the purpose of undertaking CSR activities. PTC Foundation shall work along with the Board and the CSR committee in order to identify and implement CSR initiatives of the Company. Key CSR initiatives of the Company focus for providing primary and secondary education, supporting technical learning institutes, empowering women, improving health and sanitation facilities and promoting Indian art and culture. Te Company has spent an amount of Rs. 13.89 Lakhs for its CSR activities during the financial

2014-15, which is little less than 2%. Less spending was mainly due to pending documentation. Te Company management is fully aware of its role in sustainable development and has decided to make additional expenditure of Rs. 5.98 Lakhs during 2015-16 (being shortfall of previous year).

In addition to structured CSR, PTC keeps on contributing towards social causes in its own way. Recently, it contributed by taking an initiative for organizing a voluntarydonation camp on May 5,2015 at its registered office, wherein the Company and its employees voluntarily donated food, blankets, tents, water, etc., and thesameweresentbyatruckfordistribution in Nepal.

As per the requirement of Rule 9 of The Companies (Accounts) Rule, 2014, an annual report on CSR activities is attached to this Board's Report at AnnexureV.

6. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed to the Directors' Report in AnnexureVII.

ACKNOWLEDGEMENTS

The Board of Directors thankthe bankers of the Company and other financial institutions and government authorities for their guidance and continued support extended to the Company throughout the year. We look forward to having the same support in our endeavor to better the lives of all those who are associated with the Com pan;/.

The Board of Directors also place on record their sincere appreciation for the significant contribution made by its employees, workers and outside professionals through their dedication, hard work and commitment exhibited in the overall development, growth and prosperity of the Company.

On behalf of the Board of Directors

Place: Lucknow Sachin Agarwal AlokAgarwal Date: June 25,2015 Managing Director Director-Quality & Technical


Mar 31, 2014

DEAR MEMBERS,

The Directors are pleased to present the 51st Annual Report for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS

Table 1 gives the financial highlights of the company for the financial year 2013-14 as compared to the previous financial year.

TABLE 1 FINANCIAL HIGHLIGHTS

Rs. In Lakhs

2013-2014 2012-2013

Revenue From Operations

Domestic Sales 2,881.71 5,968.87

Export Sales 8,970.96 8,149.98

Other Operating revenues 374.13 393.55

Total 12,226.80 14,512.40

Less: Excise Duty 320.87 699.39

Revenue From Operations (net) 11,905.93 13,813.01

Other income 254.57 81.44

Total income 12,160.50 13,894.45

Profit before Finance Cost, Depreciation & 2,170.71 2,409.43 Taxes

Less: Finance Cost 530.05 760.53

Less: Depreciation 437.30 426.47

Profit before Exceptional Items and Tax 1,203.36 1,222.43

Exceptional Items (Loss on Slump Sale) - 311.83

Profit before Tax before prior period items 1,203.36 910.60

Profit before Tax of Continuing Operations 1,203.36 813.31

Tax Expenses of Continuing Operations

Provision for taxation 279.44 152.82

Deferred tax -2.25 -61.50

Mat Credit entitlement - -41.49

Profit after Tax of Continuing Operations 926.17 763.48

Profit before Tax of Discontinuing Operations - 97.30

Tax Expenses of Discontinuing Operations

Provision for taxation - 31.28

Deferred tax - 57.29

Profit after Tax of Discontinuing Operations - 8.73

Profit after Tax before prior period items 926.17 772.20

Prior Period Adjustments, net of taxes 323.76 5.61

Profit after Tax after prior period items 602.41 766.59

OPERATING RESULTS

The Company witnessed a decline in Revenue from operations by 14% to Rs. 119.06 crores from Rs. 138.13 crores in the previous year. This is primarily due to the absence of revenues from the Bhiwadi Plant which was sold under a slump sale agreement in the previous year. The Profit before Tax and before prior period items has risen by 32% to Rs. 12.03 crores from Rs. 9.11 crores in the previous year. Net Domestic Sales in 2013-14 declined to Rs. 25.61 crores, approximately 51% from Rs. 52.69 crores made during 2012-13. This is largely due to a focus on international markets. Consequently Export Sales (including incentive) continued to increase by 10% to Rs. 92.96 crores as against Rs. 84.84 crores during the previous year.

The Profit after tax before prior period items has risen by Rs. 1.54 crores to Rs. 9.26 crores from Rs.7.72 crores in the previous year.

DIVIDEND

The company has undertaken a major expansion and is setting up clean, green and lean manufacturing facilities in Lucknow, Uttar Pradesh. In view of its ongoing expansion and modernization plans, it expects a huge outlay of funds in the coming year. Hence, the Directors do not recommend any dividend this year.

UNSECURED, COMPULSORY CONVERTIBLE DEBENTURES

During the year, the Company raised Rs. 40 crores by making an allotment of4,00,000 (Four Lacs) Zero Coupon Compulsory Convertible Debentures ("CCD") of face value of Rs. 1,000/- (Rupees One thousand) each to the Investors after taking necessary approval from shareholders at the 50th Annual General Meeting held on July 16, 2013. The Company has converted 1,39,130 CCD's in to 3,64,456 fully paid equity shares (ie. 8 % of equity share capital on diluted basis). 2,60,870 CCD's are outstanding for conversion. On the Investors' request, shareholders permission is also being sought for extension of tenure of balance CCD's from 12 months to 18 months as per SEBI (ICDR) Regulations, 2009.

NEW UNIT

The Company has already commenced construction of a new state- of -the -art manufacturing facility in Lucknow at a project cost of approximately Rs. 83 crores, which is proposed to be met by borrowings from banks & financial Institutions, internal accruals and raising of fresh funds by issuing Compulsorily Convertible Debentures to the Investors.

This plant shall house the latest hi-tech equipment and machineries and will be set up with a high level of automation for the manufacture of high precision parts for super critical applications. This unit shall have the capability to manufacture castings up to 5,000 kgs single piece using the Replicast® and RapidCast™ technologies. The plant is being specially designed to have a minimum impact on the environment making it a "clean, lean and green" manufacturing facility.

SUBSIDIARY

During the year, the Company has entered into a Joint Venture Agreement with Modrany Power, a.s. a leading Czech producer and supplier of piping systems for the power industry. Modrany Power & PTC Piping Systems Private Limited has been incorporated as a subsidiary of PTC during the year to jointly acquire knowledge and bid & execute projects for high pressure piping systems and allied equipments.

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards.

In terms of general approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copies of Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary company have not been attached with the Balance Sheet of the Company. The Company will make available these documents and related detailed information upon request by any shareholder of the Company interested in obtaining the same.

LISTING

The Company has been listed on Over The Counter Exchange of India (OTCEI) since 1995. During the year, the Company received a notice from OTCEI regarding the circular number CIR/MRD/DSA/14/2012 dated May 30, 2012 issued by the Securities and Exchange Board of India (SEBI) providing an exit option to Stock Exchanges seeking voluntary surrender of recognition. Since, OTCEI had decided in-principle, to go for voluntary surrender of its license, the Company was required to either opt for listing on any other Recognised Stock Exchange (RSE) or move to the Dissemination Board. The Board of Directors, in their meeting held on April 23, 2014 have decided to apply to the Bombay Stock Exchange (BSE) for listing of the Company and a listing application has been submitted to BSE by PTC on May 30, 2014.

RESEARCH AND DEVELOPMENT

The Company has already been recognized by the Department of Scientific and Industrial Research (DSIR), under the Ministry of Science &Technology, Government of India, for its in-house Research and Development facilities. DSIR has also granted approval to PTC Industries Limited u/s 35 (2AB) of the Income Tax Act, 1961 for availing various incentives provided under the Act in connection with its research and development activities.

The Company has further received sum of Rs. 1 crore towards financial (grant from DSIR under its Technology Development and Demonstration Programme (TDDT) for development and commercialization of the RapidCast™ technology for manufacture of stainless steel castings of weight up to 5,000 kilograms. Research activities have already begun in this area since September 2011. The Company has been conducting several trials in this project and a review of the progress was also carried out during the year by the Project Review Committee appointed by DSIR.

QUALITY AND SAFETY

Your Company accords high priority to quality, safety, training, development, health and environment, The management is committed to continue its efforts to strengthen safety measures in the workplace and bring about constant improvements in this area. PTC has always emphasized on minimizing the environmental impact of its operations and its products through adoption of various new measures. Further, the Company contributes positively to the communities around or near its operations by participating actively in comm unity initiatives.

During the year, a new EHS department has been created under an experienced environmental engineer for overseeing compliance with various international guidelines for environ mental, health & safety.

DIRECTORS

During the year under report Mr. Narayanan Shadagopan was appointed as nominee director with effect from 24 July 2013 and is proposed to be regularised as an ordinary director at ensuing 51st annual general meeting of the Company. Mr. Harsh Varma was appointed as his alternate to hold office from 11 February 2014 to 23 April 2014. In terms of the provisions of the Companies Act, 2013 , Mr. P R Agarwal, Director of the Company retire by rotation and being eligible, offer himself for reappointment. The necessary resolution has been proposed for approval by the shareholders in the forthcoming 41st Annual general meeting. Further in terms of the provisions of the Companies Act, 2013, Mr. R C Katiyar, Mr. K D Gupta, Mr. Ajay Kashyap & Mr. R K Pandey, who have been serving the Company as an Independent Director for more than past five years, are proposed to be appointed as Independent Director at forthcoming 51st Annual general meeting to hold office for consecutive term of five years up to 56th Annual general meeting in 2019 and whose period of office shall not be liable to determination by retirement by rotation. To meet the requirement of new Companies Act, 2013 the Company has re-designated Mrs. Smita Agarwal from Chief Information Officer to Chief Financial Officer.

In terms of the requirement of section 203 of the Companies Act, 2013, Mr. Sachin Agarwal, Managing Director, Mrs. Smita Agrawal, Chief Financial Officer & Mr. Arun Kumar Gupta, General Manager (Finance) & Company Secretary have been appointed as Key Managerial Personnel with effect from 24 May, 2014.

INDUSTRIAL RELATIONS

Industrial relations continued to remain cordial throughout the year. The Board deeply appreciates the commitment and dedication of its employees across all levels who have contributed to the growth and sustained success of the Company. The Company is indebted to its employees for their hard work, solidarity, support and co- operation.

AUDITORS

The statutory auditors of the Company, M/s R. M. Lall & Company resigned during the year under report and the casual vacancy caused by their resignation was filled by appointment of M/s Walker Chandiok & Associates, Chartered Accountants at an Extraordinary General meeting held on January 14,2014 to hold office up to the date of ensuing Annual General Meeting.

The Company has received their consent and declaration in terms of the provisions of the Companies Act, 2013. The Audit Committee and the Board of Directors recommend the re-appointment of M/s Walker Chandiok & Associates, Chartered Accountants as Statutory Auditor to hold office until the conclusion of the Fifty Sixth Annual General Meeting, subject to ratification of such appointment at every Annual General Meeting in accordance with the provisions of section 139 of the Companies Act, 2013 reads with Rule 3(7) of The Companies (Audit & Auditors) Rules, 2014, on a remuneration to be fixed by the Board of Directors of the company. The notes referred to by the auditors in their reports are self-explanatory and hence do not require any explanation.

COST AUDIT

The Central Government has mandated industry wise Cost Audit for specific companies falling under specific: chapters as per HSN code. In line with the above, since PTC clears its finished goods, being excisable products under Chapter 7325 of the HSN code, cost audit is applicable to the Company with effect from FY 2011 -12 onwards.

Mr. Arun Kumar Srivastava, Cost Accountant, M/s. Arun & Co. (Firm Registration Number 100090) had been appointed as the Cost Auditors for the FY 2013-14. Necessary declarations have been received from the above Cost Auditors certifying their independence and arm's length relation with the Company and compliance of Section 148 of the Companies Act, 2013. The Audit Committee of the Board has recommended their appointment for the financial year 2014-15. Cost audit report for the year ended at 31st Marcia, 2013 was submitted with the Ministry of Corporate Affairs on 20/11/2013 vide SRN S27890581.

CORPORATE GOVERNANCE

As stipulated in Clause 49 of the Listing Agreement, a separate section on Corporate Governance forming part of the Directors' Report and Management Discussion & Analysis Report and the certificate from Practicing Company Secretary confirming the compliance of the conditions on Corporate Governance are included in the Annual Report.


Mar 31, 2013

DEAR MEMBERS

The Directors are pleased to present the 50th Annual Report for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS

Table 1 gives the financial highlights of the company for the financial year 2012-13 as compared to the previous financial year.

TABLE 1

FINANCIAL HIGHLIGHTS Rs. In Lakhs 2012-2013 2011-2012

Revenue From Operations

Domestic Sales 5,968.87 6,938.21

Export Sales (FOB value) 8,122.99 5,235.19

Other Operating revenues 393.55 322.32

Total 14,485.41 12,495.72

Less: Excise Duty 699.39 640.88

Revenue From Operations (net) 13,786.02 11,854.84

Profit before Finance Cost, Depreciation & Taxes 2,318.84 1,822.61

Less: Finance Cost 678.24 767.11

Less: Depreciation 426.47 389.86

Profit before Exceptional Items and Tax 1,214.13 665.64

Exceptional Items (Loss on Slump Sale) 311.83 -

Profit before Tax 902.30 665.64

Profit before Tax of Continuing Operations 805.00 755.54

Tax Expenses of Continuing Operations

Provision for taxation 150.13 134.66

Deferred tax (61.50) 23.35

Profit after Tax of Continuing Operations 716.37 597.53

Profit before Tax of Discontinuing Operations 97.30 (89.89) Tax Expenses of Discontinuing Operations

Provision for taxation 31.28 -

Deferred tax 57.29 29.13

Profit after Tax of Discontinuing Operations 8.73 (119.02)

Add: Mat Credit entitlement 41.49 225.43

Profit after Tax 766.59 703.94

2012-2013 2011-2012

Profit & Loss Statement

Balance as per last financial statement 467.30 263.37

Addition during the year 766.59 703.94

Available for Appropriations 1,233.89 967.31

Less: Appropriations

Transfer to General Reserve 600.00 500.00

Balance carried to balance sheet 633.89 467.31

1,233.89 967.31





OPERATING RESULTS

The Company''s revenues from operations (net) rose by 16% at Rs. 137.86 crore as compared to Rs. 118.55 crore in the previous year. The corresponding growth in Profit before Tax (before exceptional items) was over 82%. Net Domestic Sales in 2012-13 declined to Rs. 59.69 crore, approximately 14% from Rs. 69.38 crore made during 2011-12. This is largely due to a focus on international markets. Consequently Export Sales increased by a staggering 55% to Rs. 81.23 crore as against Rs. 52.35 crore during the previous year.

This year, the Bhiwadi Unit was sold on a slump sale basis as going concern. This has led to an exceptional loss of Rs. 3.12 crore. Hence, although Profit before tax (without the slump sale loss) has risen by Rs. 902.30 lakh at Rs. 1,214.13 lakh from Rs. 665.64 lakh in the previous year, the increase in Profit after tax is Rs. 62.65 lakh to Rs. 766.59 lakh from Rs. 703.94 lakh in the earlier year.

DIVIDEND

The company has continued to develop its manufacturing facilities in the current year. In view of its ongoing expansion and modernization plans, it expects a huge outlay of funds in the coming year. Hence, the Directors do not recommend any dividend this year.

IMPORTANT ACHIEVEMENTS

During the year, the Company successfully implemented a new ''Production and Planning ERP'' Software at the Lucknow Plant in Aishbagh. This software is dedicated to and specializes in the Cast Metal Industry. It is designed to meet the specific requirements of each manufacturer and facilitates extensive control of the business. It has been implemented by more than 300 foundries across the world and has already become instrumental in transforming the planning and production control functions at the Plant.

EXPANSION/MODERNISATION

In the past few years, PTC has completely transformed its infrastructure to includes impressive facilities which are supported through constant upgrades in technology and automation. This year continued to witness improvements and modernizations in the manufacturing plants.

During the year, the Company aquired a 3 Tonne fully automated ''zero-harm'' ladle minimizing the risk and providing zero accident tolerance for the operators. This is another step in PTC''s commitment to the implementation of the International OHSAS 18001 Standards for Health and Safety.

Further, many new international customers were introduced during the year and their products are being developed.

NEW UNIT

In line with the Company''s goals, ambitions and vision, a new state-of-the-art manufacturing facility is being set up in Lucknow with project cost of approximately Rs. 78 crores, proposed to be met by borrowings from banks/financial Institutions, internal accruals & raising of fresh funds by issuing Compulsorily Convertible Debentures to the Investors.

This plant shall house the latest hi-tech equipment and machineries and will be set up with a high level of automation. This unit shall have the capability to manufacture castings up to 5,000 kgs single piece using the Replicast and Rapidcast technologies. The plant is being specially designed to have a minimum impact on the environment making it a "clean, lean and green" manufacturing facility.

RESEARCH AND DEVELOPMENT ACTIVITY

The Company has already been recognized by the Department of Scientific and Industrial Research (DSIR), under the Ministry of Science & Technology Government of India, for its in-house Research and Development facilities. DSIR has also granted approval to PTC Industries Limited u/s 35 (2AB) of the Income Tax Act, 1961 for availing various incentives provided under the Act in connection with its research and development activities.

During the year, the Company has further received sum of Rs. 1 crore towards financial grant from the Department of Scientific and Industrial Research, Government of India under its Technology Development and Demonstration Programme (TDDP). Research activities have already begun in this area since September 2011.

QUALITY AND SAFETY

Your Company accords high priority to quality, safety, training, development, health and environment. The management is committed to continue its efforts to strengthen safety measures in the workplace and bring about constant improvements in this area. PTC has always emphasized on minimizing the environmental impact of its operations and its products through adoption of continuous improvements in its efficiency. Further, the Company contributes positively to the communities around or near its operations by participating actively in community initiatives.

SALE OF UNIT

During the previous year, the company had passed a special resolution to sell the Bhiwadi (Rajasthan) Unit in whole to a prospective buyer. Consent had been obtained from the shareholders for this purpose by means of a Postal Ballot.

This unit was sold w.e.f. March 31, 2013 on a ''slump sale'' basis as a going concern to M/s Precon Technology Castings Limited. All assets and liabilities related to this unit have been transferred to the buyer. The entire amount of consideration for the sale of this unit has been received. This unit has been considered as ''Discontinued Operation'' in terms of Accounting Standard 24 on Discontinued Operations in the financial statements.

OUTLOOK

The Indian foundry industry produces approximately 7 million MT of castings and employs more than 500,000 people directly. There are over 4,500 foundries in India in the small, medium and large scale. This industry makes a contribution of Rs. 7,000 per ton produced to the national exchequer by way of excise and other levies.

PTC Industries is one of the fast growing manufacturers of castings and Stainless Steel and Alloy Non-alloy castings account for more than 80% of the sales of the Company. With the growth of this sector worldwide, further growth is targeted in this area. Our products include various types of castings, i.e., ferrous, non ferrous, aluminum alloy, graded cast iron, ductile iron and various specialty steels for application in a wide range of engineering and infrastructure industries.

DIRECTORS

As per the Articles of Association of the company, Mr. Arun Prasad, Mr. R. K. Pandey and Mr. K. D. Gupta being Directors of the Company, retire by rotation and being eligible, offer themselves for reappointment. The necessary resolution has been proposed for approval by the shareholders in the forthcoming 50th Annual General Meeting. Shri Satish Agarwal, Shri Sachin Agarwal, Shri Alok Agarwal & Shri P R Agarwal are proposed to be re-appointed as Chairman, Managing Director, Director (Quality & Technical) & Director (Marketing) respectively at ensuing Annual General Meeting. Mr. A K Agarwal (earlier, Director, Commercial) has resigned with effect from March, 31, 2013.

Relatives of Directors - Mrs. Smita Agarwal, Mrs. Reena Agarwal & Mrs. Anshoo Agarwal are proposed to be re-appointed at place of profit under section 314 of the Companies Act, 1956, as the Chief Information Officer, Manager (HRD), & Manager (Technical) respectively.

INDUSTRIAL RELATIONS

Industrial relations continued to remain cordial throughout the year. Your Directors wish to place on record their deep appreciation of the contribution made by the employees of the company. The Company is indebted to its employees for their support & co-operation and their invaluable contribution in the growth of the Company.

AUDITORS

The statutory auditors of the Company, M/s R. M. Lall & Co. retire at the ensuing Annual General Meeting and have furnished certificates of their eligibility for reappointment as required under the Companies Act, 1956. The Audit Committee and the Board of Directors recommend the re-appointment of M/s R. M. Lall & Co. as the statutory auditors of the Company for the shareholders approval. The members are requested to authorise the Board of Directors to fix their remuneration. The notes referred to by the auditors in their reports are self-explanatory and hence do not require any explanation.

COST AUDIT:

The Central Government has mandated industry wise Cost Audit for specific companies falling under specific chapters as per HSN code. In line with the above, since PTCIL clears its finished goods, being excisable product under Chapter 7325 of the HSN code, cost audit is applicable to the Company with effect from FY 2011-12 onwards. Mr. Arun Kumar Srivastava, Cost Accountant, M/s. Arun & Co. (Firm Registration Number 100090) had been appointed as the Cost Auditors for the FY 2012-13. Necessary declarations have been received from the above Cost Auditors certifying their independence and arm''''s length relation with the Company and compliance of Section 233B read with Section 224 (3), 224 (l-B) and 226 of the Companies Act, 1956. The Audit Committee of the Board has recommended their appointment for the financial year 2012- 13. Cost audit report for the year ended at 31st March, 2012 was submitted with the Ministry of Corporate Affairs on February 28, 2013.

CORPORATE GOVERNANCE

As stipulated in Clause 49 of the Listing Agreement, a separate section on Corporate Governance forming part of the Directors'' Report and Management Discussion & Analysis Report and the certificate from Practicing Company Secretary confirming the compliance of the conditions on Corporate Governance are included in the Annual Report.

PARTICULARS OF EMPLOYEES

The information required under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, in respect of the employees of the Company has not been given, as none of the employees qualify for such disclosure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to the Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217 (2AA) of the Companies Act, 1956, as amended by Companies (Amendment) Act 2000, your Directors confirm that:

(a) in preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2013 and of the profit of the Company for that period;

(c) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGMENTS

The Board of Directors thank the bankers of the Company - State Bank of India, Punjab National Bank, IFCI Factors Limited and other financial institutions and government authorities for their guidance and continued support extended to the Company throughout the year. We look forward to having the same support in our endeavor to improve the lives of all those who are associated with the Company.

The Board of Directors also place on record their sincere appreciation for the significant contribution made by its employees, workers and outside professionals through their dedication, hard work and commitment exhibited in the overall development, growth and prosperity of the Company.

On behalf of the Board of Directors

Sd/- Sd/- Place: Lucknow SACHIN AGARWAL ALOK AGARWAL Date: June 11, 2013 MANAGING DIRECTOR DIRECTOR - QUALITY & TECHNICAL


Mar 31, 2012

DEAR MEMBERS,

The Directors are pleased to present the 49th Annual Report for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

Table 1 gives the financial highlights of the company for the financial year 2011-12 as compared to the previous financial year.

TABLE 1 FINANCIAL HIGHLIGHTS RS. IN LAKHS RS. IN LAKHS 2011-2012 2010-2011

Revenue From Operations

Domestic Sales 6,938.21 5,349.20

Export Sales (FOB value) 5,235.19 4,561.90

Other Operating revenues 322.32 328.83

Total 12,495.72 10,239.93

Less: Excise Duty 640.88 591.74

Revenue From Operations (net) 11,854.84 9,648.19

Profit before Finance Cost, Depreciation & Taxes 1,822.61 1,406.93

Less: Finance Cost 767.11 579.74

Less: Depreciation 389.86 339.89

Profit before Tax 665.64 487.30

Tax Expenses - -

Provision for taxation 134.66 98.06

Less: Mat Credit entitlement - -

for current year 134.66 -

for earlier years 90.77 -

Provision for taxation (net) (90.77) 98.06

Deferred tax (net) 52.48 73.71

Prof it after Tax 703.93 315.53

Profit & Loss Statement - -

Balance as per last financial statement 263.37 247.84

Addition during the year 703.93 315.53

Available for Appropriations 967.30 563.37

Less: Appropriations

Transfer to General Reserve 500.00 300.00

Balance carried to balance sheet 467.30 263.37

967.30 563.37



OPERATING RESULTS

Financial Year 2011 -2012 was a year of growth and improved performance for your Company. Revenue from Operations (net) rose by 23% at Rs. 118.55 crores as compared to Rs. 96.48 crores in the previous year. Net Domestic Sales in 2011 -12 was Rs. 69.38 crores registering an increase of approximately 30% over Rs. 53.49 crores made during 2010-11. Export Sales increased approximately by 15% to Rs. 52.35 crores as against Rs. 45.62 crores during the previous year. Profit before tax has risen by Rs. 178.34 lakhs to Rs. 665.64 lakhs from Rs. 487.30 lakhs in the previous year. Profit after tax has increased substantially this yearto Rs. 703.93 lakhs from Rs. 315.53 lakhs in the earlieryear.

DIVIDEND

As the company continues its expansion and modernization plans, it expects a huge outlay of funds in the coming year. Hence, the Directors regret their inability to recommend any dividend this year.

IMPORTANT ACHIEVEMENTS

PTC has always set the mark when it comes to setting new standards. We achieved yet another milestone, when the heaviest casting till date was successfully poured in May, 2012. This was the Valve Casting for Siemens - with 3.6 tonnes of liquid metal as against 2.9 tonnes (Neles 28" Body) poured so far. The company also began supply of sample castings to Rolls Royce for their marine applications. These castings are very complicated and intricate in design and we were able to meet R-R stringent quality requirements successfully.

EXPANSION/MODERNISATION

Over the years, PTC has built an infrastructure that includes impressive facilities which are supported through constant upgrades in technology and automation.

During the year, a completely new heavy engineering facility was established at the Lucknow Plant 2 situated in the Sarojini Nagar Industrial Area. This new plant commenced production from July 1, 2011 and has already been accorded ISO 9001:2008 certificate for Quality Management Systems, ISO 140001:2004 certificate for Environmental Management Systems and OHSAS 18001:2007 certificate for Occupational Health and Safety Management Systems by DET NORSKE VERITAS (DNV).

A Robotic Coating Plant was commissioned in the Mehsana Plant, Gujarat during the year. This fully computerized imported robotic plant has been installed to provide a uniform coating on the shells and bring about a further improvement in quality for our customers.

RESEARCH AND DEVELOPMENT ACTIVITY

The Company has already been recognized by the Department of Scientific and Industrial Research (DSIR), under the Ministry of Science & Technology Government of India, for its in-house Research and Development facilities. DSIR has also granted approval to PTC Industries Limited u/s 35 (2AB) of the Income Tax Act, 1961 for availing various incentives provided under the Act in connection with its research and development activities.

During the year, the Company has further received financial grant from the Department of Scientific and Industrial Research, Government of India under its Technology Development and Demonstration Programme (TDDP). Research activities have already begun in this area since September 2011.

QUALITY AND SAFETY

Your Company accords high priority to quality, safety, training, development, health and environment. The management is committed to continue its efforts to strengthen safety measures in the workplace and bring about constant improvements in this area. PTC has always emphasized on minimizing the environmental impact of its operations and its products through adoption of continuous improvements in its efficiency. Further, the Company contributes positively to the communities around or near its operations by participating actively in community initiatives.

SALE OF UNIT

During the year, the company passed a special resolution to sell the Bhiwadi (Rajasthan) Unit in whole to a prospective buyer. Consent has been obtained from the shareholders for this purpose by means of a Postal Ballot.

OUTLOOK

On global level the Indian Metal casting (Foundry Industry) is well established. As per the recent World Census of Castings producing by Modern Castings, USA, India Ranks as 2nd largest casting producer, producing an estimated 7.44 Million M.T. of various grades of castings as per the International standards. This casting industry is, however, highly fragmented and only 10% of the producers hold international quality accreditations.

PTC Industries is one such accredited manufacturer, and castings account for more than 80% of the sales of the Company. With the growth of this sector worldwide, further growth is targeted in this area. Our products include various types of castings, i.e., ferrous, non ferrous, aluminum alloy, graded cast iron, ductile iron and various specialty steels for application in a wide range of engineering and infrastructure industries.

DIRECTORS

As per the Articles of Association of the company, Mr. AlokAgarwal, Mr. R.C Katiyar and Mr. AjayKashyap being Directors of the Company, retire by rotation and being eligible, offer themselves for reappointment. The necessary resolution has been proposed for approval by the shareholders in the forthcoming 49th Annual General Meeting.

INDUSTRIAL RELATIONS

Industrial relations continued to remain cordial throughout the year. Your Directors wish to place on record their deep appreciation of the contribution made by the employees of the company. The Company is indebted to its employees for their support & co-operation and their invaluable contribution in the growth of the Company.

AUDITORS

The statutory auditors of the Company, M/s R. M. Lall & Co. retire at the ensuing Annual General Meeting and have furnished certificates of their eligibility for reappointment as required under the Companies Act, 1956. The Audit Committee and the Board of Directors recommend the re-appointment of M/s R. M. Lall & Co. as the statutory auditors of the Company for the shareholders approval. The members are requested to authorise the Board of Directors to fix their remuneration. The notes referred to by the auditors in their reports are self-explanatory and hence do not require any explanation.

CORPORATE GOVERNANCE

As stipulated in Clause 49 of the Listing Agreement, a separate section on Corporate Governance forming part of the Directors'' Report and Management Discussion & Analysis Report and the certificate from Practicing Company Secretary confirming the compliance of the conditions on Corporate Governance are included in the Annual Report.

PARTICULARS OF EMPLOYEES

The information required under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, in respect of the employees of the Company has not been given, as none of the employees qualify for such disclosure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to the Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217 (2AA) of the Companies Act, 1956, as amended by Companies (Amendment) Act 2000, your Directors confirm that:

(a) in preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31 st March, 2012 and of the profit of the Company for that period;

(c) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Board of Directors thank the bankers of the Company - State Bank of India, Punjab National Bank, IFCI Factors Limited and other financial institutions and government authorities for their guidance and continued support extended to the Company throughout the year. We look forward to having the same support in our endeavor to better the lives of all those who are associated with the Company.

The Board of Directors also place on record their sincere appreciation for the significant contribution made by its employees, workers and outside professionals through their dedication, hard work and commitment exhibited in the overall development, growth and prosperity of the Company.

On behalf of the Board of Directors

Sd/- Sd/- Place: Lucknow SACHIN AGARWAL ALOK AGARWAL Date: September 03, 2012 MANAGING DIRECTOR DIRECTOR - QUALITY & TECHNICAL


Mar 31, 2011

The Members,

The Directors have great pleasure in presenting the Forty-Eighth Annual Report with the Audited Accounts for the year ended 31st March 2011.

Financial Results ( Lac Rs.) 2010-2011 2009-2010

Domestic Sales (net of Taxes & Excise Duty) 4757.46 4343.00

Export Sales (FOB value including incentives) 4283.07 2668.82

Deemed Export Sales 561.60 443.83

Total Sales 9602.13 7455.65

Profit before Interest, Depreciation, Prior Year adjustment expenses & Taxes 1432.89 1243.74

Less: Prior Year adjustment expenses 25.96 -

Profit before Interest, Depreciation & Taxes 1406.93 1243.74

Less: Depreciation 339.88 297.89

Less: Interest & Financial Charges 579.74 524.25

Less: Provision for Current Tax 98.06 80.46

Less: Provision for Deferred Tax 73.70 47.01

Profit after Tax 315.53 294.13

Add: Net Provision for tax for earlier year - -

Balance available for the year 315.53 294.13

Surplus from earlier year brought forward 247.84 253.71

Available for Appropriations 563.37 547.84

Appropriations :

Transfer to General Reserve 300.00 300.00

Surplus carried forward to next year 263.37 247.84

563.37 547.84



Operating Results

Financial Year 2010-2011 was a yet another year of growth and improved performance, with your Company registering an increase in Turnover by 28.79% at Rs. 9602.13 lac as compared to Rs. 7455.65 lac in the previous year, ie, Net Domestic Sales of Rs. 4757.46 lac during the year has registered an increase of approximately 9.54% over Rs. 4343.00 lac during previous year. Deemed Export Sales has increased by approximately 26.53% at Rs. 561.6 lac as against Rs. 443.83 lac during previous year. Export Sales (FOB value including Incentives) has registered an increase of approximately 60.49% at Rs. 4283.07 lac as against Rs. 2668.82 lac during previous year. The Profit Before Tax has increased by Rs. 65.69 lac at Rs. 487.29 lac as against Rs. 421.60 lac in the previous year. However the Net Profit after Tax has increased to Rs. 315.53 lac in comparison to Net Profit after Tax of Rs. 294.13 lac during the previous year.

Dividend

Due to the huge fund requirement for the undergoing expansion/modernisation plan of the Company, the Directors regret their inability in recommending any dividend for the year.

Expansion/Modernisation

In view of business competition in domestic & international market your Company adopted various Technological developments and improve- ments in the various foundry operations to improve the quality and productivity in order to set high standards in all areas like designing, manufacturing of pattern, moulds, melting and pouring techniques etc. has been one of our main concern. Thus, we continue to take new initiatives to further strengthen our Quality Control and Quality Assurance System.

RESEARCH AND DEVELOPMENT ACTIVITY:

The Company has recognized by Department of Scientific and Industrial Research (DSIR), under the Ministry of Science & Technology Government of India, for In-house R&D Unit. DSIR has also approved PTC Industries Limited u/s 35 (2AB) of the Income Tax Act, 1961 for availment of various incentives provided to the Company on Research & Development. The Company has placed an application for financial grant/aid to Department of Scientific and Industrial Research, Government of India under Technology Development and Demonstration Programme.

OUTLOOK

The focus of the Company is on new product development of international standards and quality and continuous efforts towards develop & adoption of new Replicast technology are being made by the Company to increase its exports by exploring creating and developing new markets abroad and India, it expects to achieve significant improvement in the coming financial year. Moreover extensive visits to existing and new customers in USA, Germany, Spain, France and China etc. and applied research started in advance for items having high potentials. The Company has already submitted samples to few overseas buyers and is hopeful that it will eventually translate into handsome orders for the Company. In view of the above company is involve in continuous process of adopted of various modernization cum up gradation of its Plants and to establish a new Plant in order to achieve high grade production and large size casting.

On global level the Indian Metal casting (Foundry Industry) is well established and as per the recent World Census of Castings producing by Modern Castings, USA India Ranks as 2nd largest casting producer producing estimated 7.44 Million M.T of various grades of Castings as per International standards . The various types of castings which are being produced, i.e., ferrous, non ferrous, Aluminum Alloy, graded cast iron, ductile iron, Steel etc for application in Automobiles, Railways, Pumps Compressors & Valves, Diesel Engines, Cement/Electrical/Textile Machinery, Aero & Sanitary pipes & Fittings etc. & Castings for special applications. The large foundries are modern & globally competitive & are working at nearly full capacity and growing awareness about environment.

Directors

Shri Sachin Agarwal, Shri P. R. Agarwal and Shri Arvind Kumar Agarwal Directors of the Company retire by rotation and being eligible offer themselves for reappointment. The necessary resolution has been proposed for approval by the shareholders for their re-appointment in the forthcoming Annual General Meeting.

Industrial Relations

Industrial relations remained cordial throughout the year. Your Directors place on record their deep appreciation of the contribution made by their employees at all levels.

Auditors

The members are requested to appoint auditors and authorise your Board of Directors to fix their remuneration. M/s R. M. Lall & Co., the retiring auditors have furnished certificates of their eligibility for reappointment as required under the Companies Act, 1956. The notes referred to by the Auditors in their reports are self-explanatory and hence do not require any explanation.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors'' Report and Management Discussion and Analysis Report and the certificate from the Company''s Auditors confirming the compliance of the conditions on Corporate Governance as stipulated in Clause 49 of the listing agreement are included in the Annual Report.

Particulars of Employees

Particulars of employees in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given, as none of the employees qualify for such disclosure.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is annexed to the Report.

Directors'' Responsibility Statement

In accordance with the provision of section 217 (2AA) of the Companies Act, 1956, as amended by Companies (Amendment) Act 2000, your Directors confirm that:

(a) in preparation of the annual accounts, the applicable accounting standards have been followed and that there are also no material departures.

(b) they have selected such accounting policies and applied them and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2011 and of the profit of the Company for the year ended 31st March 2011.

(c) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preven- ting and detecting fraud and other irregularities.

(d) they have prepared the annual accounts on a "going concern basis".

Acknowledgements

The Board of Directors thanks the Bankers of the Company - State Bank of India, Punjab National Bank, IFCI Factors Limited and other Financial Institutions and Government Authorities for their guidance and continued support provided to the Company throughout the year.

The Board of Directors also place on record their great appreciation of the commitment, involvement and dedication exhibited by its employees/ workers at all levels of the organisation and outside professionals in the overall development, growth and prosperity of the Company.

On behalf of the Board of Directors Sd/- Sd/- Place : Lucknow (Sachin Agarwal) (Alok Agarwal) Date : September 03, 2011 Managing Director Director (Quality & Technical)

 
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