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Directors Report of PTC Industries Ltd.

Mar 31, 2023

Your Directors are pleased to present the 60^th Annual Report of the Company along with financial statements for the year ended 31^st March 2023.

1. RESULTS OF OUR OPERATIONS

Table gives the financial performance of the Company for the financial year 2022-23 as compared to the previous financial year. FINANCIAL HIGHLIGHTS

		Standalone		Consolidated
SN	Particulars	Year ended	Year ended	Year ended	Year ended
		31 March 2023	31 March 2022	31 March 2023	31 March 2022
1	(a) Revenue from operations	21,598.78	17,893.51	21,926.21	17,895.48
	(b) Other income	1,067.33	690.53	747.27	627.99
	Total income	22,666.11	18,584.04	22,673.48	18,523.47
2	Total expenses	16,802.07	14,170.99	16,062.96	13,685.32
3	Profit before finance cost, depreciation and amortisation, exceptional items and tax (EBIDTA),	5,864.04	4,413.05	6,610.52	4,838.15
4	Finance cost	1,538.88	1,505.52	1,577.74	1,516.58
5	Depreciation and amortisation expenses	1,647.76	1,453.93	1,666.92	1,462.99
6	Profit before tax and exceptional item	2,677.40	1,453.60	3,365.86	1,858.58
7	Exceptional item	-	(1 56.79)	-	(156.79)
8	Profit before tax	2,677.40	1,296.81	3,365.86	1,701.79
9	Total tax expense	666.93	347.16	784.35	420.64
10	Profit for the period	2,010.47	949.65	2,581.51	1,281.15
11	Total other comprehensive income	(7.35)	(1.64)	(7.75)	(0.49)
12	Total comprehensive income for the period (comprising profit and other comprehensive income for the period)	2,003.1 2	948.01	2,573.76	1,280.66
13	Paid-up equity share capital (H 10 per share)	1,338.23	523.91	1338.23	523.91
14	Earnings per share (Face value of H 10/- each):
	(a) Basic	15.27	7.28	19.60	9.82
	(b) Diluted	15.22	7.27	19.54	9.81

RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

Based on consolidated financial statement the Company witnessed growth in revenue from operations by 22.52% to H 219.26 crores with scaling up of capacity utlisation and induction of new customers and products during the year.

Profit before finance cost, depreciation and amortisation, exceptional items and tax (EBIDTA), as a percentage of total income, has increased to 29.16% from 26.12% in the previous year, in absolute terms it has increased by 11.64%.

Based on standalone financial statement the Company witnessed growth in revenue from operations by 21% to H 215.99 crores with growth in business and additional of new products and new customers to the Company''s portfolio. Profit before finance cost, depreciation and amortisation, exceptional items and tax (EBIDTA), as a percentage of total income, has increased to 25.87% from 23.75% in the previous year.

For a detailed discussion on the Company''s financial and operating results, please refer to the Financial Performance section of the Management Discussion and Analysis Report in this Annual Report.

DIVIDEND

The Company has already commercialized its manufacturing capability at the Advanced Manufacturing & Technology Centre (AMTC) in Lucknow, Uttar Pradesh. A substantial investment has been made in new technologies and capabilities for this new facility, effects of which are visible in the Company''s financial performance. However, the Company has also formed a new subsidiary Aerolloy Technologies Limited for entering into the aerospace components and strategic materials market for significant capital expenditure is under way. Hence, the majority of funds are being invested into the Company''s 100% subsidiary to support this growth and therefore the directors do not consider it prudent to recommend any

dividend for the year ended on March 31, 2023. The Company has also not transferred any amount to the General Reserve during the year. The amount of H 25.82 crores is proposed to be retained in the Profit and Loss Account for the year ended on March 31, 2023.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As per the requirement 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 222. The 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 its Powers) Rules, 2014.

RELATED PARTY TRANSACTIONS

All contracts, arrangements, or 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. During the year, the Company had not entered into any contract, arrangement, or transaction with related parties which could be considered material in accordance with the policy of the Company on the materiality of related party transactions or which is required to be reported as Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is put up on the Company''s website and can be accessed at https://www.ptcil.com. There were no materially significant related party transactions that could have potential conflict with the interest of the Company at large.

The disclosures as required under Part A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in accordance with Ind AS 24 in the notes to standalone financial statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE 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.

The company has applied to the National Stock Exchange Limited (NSE Limited) for listing of all its equity shares of the company. Company has received the final approval for listing and trading of its entire 1,33,82,257 (One Crore Thirty Three Lakh Eighty Two thousand Two hundred and Fifty Seven) equity shares of face value of Rs. 10/- each w.e.f. 09^th June 2023 vide NSE letter Circular Ref. No. 0695/2023 dated June 07, 2023.

Further after the closing of Financial Year 2022-23, As per the Approval of the Board of Director on June 08, 2023 and shareholders'' approval on July 08, 2023 the company issue and allot up to 1,80,000 (One Lakh Eighty Thousand) Equity Shares of face value of Rs.10/- (Rupees Ten Only) each fully paid up, for cash, to be issued at a price of Rs. 2,500/- (Rupees Two Thousand and Five Hundred Only) per Equity Share, determined in accordance with the provisions of Chapter V of SEBI ICDR Regulations, for an aggregate amount of up to Rs. 45,00,00,000/- (Rupees Forty Five Crores Only).

Further Aerolloy Technologies Limited (wholly owned subsidiary of PTC Industries Limited) participated at the International Paris Air Show 2023, exhibited and displayed its best-in-class capabilities and technologies for Aerospace and Defence applications.

GLOBAL PANDEMIC - COVID-19

As the COVID-19 pandemic enters its fourth year, surveillance has declined dramatically. In most countries, life has returned to "normal". Still, millions continue to be infected or reinfected with SARS-CoV-2, and many questions remain about the potential emergence of new variants that could cause fresh surges. As many countries adjust their emergency response, absorbing COVID-19-related actions into integrated respiratory disease management, there is an opportunity to strengthen the public health foundation for future epidemic and pandemic response efforts. Going forward, India will have to prioritize economic expansion and sustainability to maintain its trajectory of growth and influence. The country must continue to embrace transformational, rather than incremental change to shape an economic policy that supports rapid growth.

PTC will continue to work diligently and comprehensively to support to address all aspects of COVID-19 and ensure that the hard lessons of COVID-19 will maintain robust engagement in pandemic preparedness for the future.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 read with Schedule V Part B of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s discussion and analysis is set out in this Annual Report on page number 87.

2. BUSINESS

PTC has witnessed remarkable growth during the year in its industrial castings business, particularly for exports to large Original Equipment Manufacturers (OEMs) and especially with the augmentation of its product offerings. Through strategic partnerships and a focus on delivering high-quality products, PTC has solidified its position as a leading player in the international market for critical and super-critical cast metal components. The company''s relentless commitment to innovation and customer satisfaction has enabled it to enter into long-term supplies with its customers, further boosting its global presence and market share in the industrial castings sector.

In addition to its success in the industrial castings business, PTC''s aerospace and defence segment is showing promising signs of growth through its wholly owned subsidiary, Aerolloy Technologies. The Company has managed to secure development orders and customers, including with prestigious companies like Safran Aircraft Engines and Israel Aerospace Industries. PTC is also entrenched with a number Indian Defence agencies supplying critical cast metal components for various applications across land, air and naval defence systems.

Overall, PTC''s commitment to excellence, coupled with its strategic expansion into both industrial castings, aerospace and defence sectors, has yielded remarkable results. With a growing portfolio of international clients and a strengthening position in the domestic defence market, the company is well-positioned for continued growth and success in the years to come.

SUBSIDIARY

The Company has formed a 100% owned subsidiary Company named Aerolloy Technologies Limited, incorporated on February 1 7, 2020, having CIN No. U27200UP2020PLC1 271 20. The Company has no other subsidiary, associate or joint venture. The Company has made an investment of H 42.67 Crores in its wholly owned subsidiary Aerolloy Technologies Limited by subscription of 4,26,739 equity shares of H 10/- each during the year under report, taking aggregate investment to H 64.54 crores in its wholly owned subsidiary.

Your Company''s Policy for the determination of a material subsidiary, as adopted by your Board, in conformity with Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, can be accessed on your Company''s corporate website at www.ptcit.com. Aerolloy Technologies Limited is a material subsidiary of the company. The Minutes of Board Meetings of the subsidiary companies and details of significant transactions and arrangements entered into by them are placed before the Board of Directors of the Company. The annual financial statements of the subsidiary companies are reviewed by the Audit Committee of the Company. Performance review reports of wholly owned subsidiaries are also placed before the Board of Directors of the Company on a hatf-yearty basis. A statement containing salient features of the financial statement of subsidiaries/associate companies/

joint ventures enclosed as Annexure-I.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the act and listing regulations read with Ind AS-110-consotidated financial statement, Ind AS-28-investments in associates and joint ventures, and Ind As-31-interests in joint ventures, the Company has prepared consotidated financiat statements for the year 2022-23. The fottowing may be read in conjunction with the Consotidated Financiat Statements of the Company prepared in accordance with Indian Accounting Standard 110. Sharehotders desirous of obtaining the Report and Accounts of your Company''s subsidiaries may obtain the same upon request. Further, the Report and Accounts of the subsidiary companies are also available on your Company''s website, www.ptcit.com, in a downloadable format.

RESEARCH AND DEVELOPMENT

PTC Industries'' unwavering focus on research and development has begun to bear fruit, particularly in the field of Titanium Casting technotogy and components for defence and aerospace applications in titanium and super attoys. The company''s dedicated efforts in this area are poised to revotutionize the metat component industry and redefine the future of criticat metat component manufacturing for a wide range of apptications. These groundbreaking technotogies and processes are expected to have a profound impact, not onty on PTC''s operations but atso on the broader aerospace and defence sectors both within the country and internationatty.

Over the past few years, PTC Industries has ptaced heightened emphasis on continuousty devetoping and indigenizing cutting-edge technotogies. This commitment is specificatty directed towards the manufacturing of strategic materiats, components, and subsystems for Defence and Aerospace apptications, which are projected to serve as the primary growth engine for the company moving forward. By constantty pushing the boundaries of innovation and adopting the tatest advancements in the industry, PTC is positioning itsetf at the forefront of the market, poised to tead the way in meeting the evotving demands of the Defence and Aerospace sectors.

The Company has atready been recognized by the Department of Scientific and Industriat Research (DSIR), under the Ministry of Science and Technotogy, Government of India, for its inhouse Research and Devetopment facitities. DSIR has atso granted approvat to PTC Industries Limited u/s 35 (2AB) of the Income Tax Act, 1961 for avaiting various incentives provided under the Act in connection with its research and devetopment activities.

The Company has successfutty compteted its Technotogy Devetopment and Demonstration Programme (TDDP) for the devetopment and commerciatization of the RapidCastâ¢ technotogy for the manufacture of staintess-steet castings of weight up to 6,000 kitograms which have become futty operationat and attowed the Company to manufacture staintess steet castings weighing up to 6,000 kitograms, singte-piece for a wide range of criticat and super-criticat products during the year.

Additionally, the Company''s project for the acquisition and customisation of Technology for the Development and Commercialisation of Titanium Castings with Ceramic Shelling under the Technology Acquisition Fund Programme (TAFP) supported by the Department of Heavy Industry, Ministry of Heavy Industries and Public Enterprises, Government of India has also been completed. The research and development undertaken under this project is resulting in a unique capability being created in the country for the indigenous manufacture of Titanium Castings for the first time ever. This has a very far-reaching impact as Titanium components are used in a wide range of applications from aerospace, chemical industries, and industrial components to medical implants.

QUALITY AND SAFETY

PTC Industries places the highest level of importance on maintaining exemplary standards for quality, safety, training, development, health, and the environment. The company has made significant strides in adopting cutting-edge technologies, including artificial intelligence, data analytics, and advanced software, to continuously upgrade and uphold its safety and quality parameters. This commitment to excellence is evident in the company''s numerous international quality standard certifications, such as ISO 9001:201 5, PED (Pressure Equipment directive), AD 2000 Merkblatt, and various Marine Classification Approvals, as well as its DSIR approved Research and Development laboratory.

A shining example of PTC''s dedication to achieving higher levels of quality is its wholly-owned subsidiary, Aerolloy Technologies receiving the prestigious certification for manufacturing Titanium and Nickel Super Alloy Castings for Aerospace applications under EN 9100:2018 and AS 9100 from TUV NORD CERT GmbH. These certifications underscore the company''s relentless pursuit of excellence in the Aerospace sector. Further, Aerolloy has also been approved by significant aerospace customers like Safran, Israel Aerospace Industries, and Honeywell Aerospace for supply of critical metal components. Various NADCAP approvals have also been received by Aerolloy during the year.

At PTC Industries, the safety and well-being of its employees are paramount. The company places significant emphasis on safety awareness, Personal Protective Equipment (PPE) usage, and rigorous safety practices to maintain an injury, hazard, and accident-free workplace. By implementing innovative technologies and global best practices, the company continually strives to improve operational efficiency while minimizing its impact on the environment.

Furthermore, PTC Industries goes above and beyond to contribute positively to the communities around its operations, reflecting its strong sense of corporate responsibility. Utilizing renewable energy sources and rainwater harvesting to manage operations showcases the company''s commitment to environmental preservation for the benefit of present and future generations.

With an experienced environmental engineer leading the EHS department, PTC Industries ensures compliance with various international guidelines for environmental, health, and safety, reaffirming the company''s dedication to maintaining the highest industry standards.

In summary, PTC Industries stands steadfast in its commitment to excellence, demonstrating its unwavering commitment to quality, safety, and environmental stewardship. With a positive work culture and a focus on continuous improvement, the company is setting new benchmarks in the industry, all while contributing positively to society and the environment.

AWARDS AND RECOGNITIONS

i. Raksha Mantri Excellence Award: PTC Industries was lauded with the Raksha Mantri Excellence award for its innovative and remarkable work in the field of Defence. The company''s commitment to pushing the boundaries of technology and delivering cutting-edge solutions to the defence sector garnered special recognition from the Ministry of Defence. This prestigious award reflects PTC Industries'' unwavering dedication to advancing the country''s defence capabilities and showcasing its position as a leading player in the defence industry.

ii. UP State Award for Excellence in Exports: During the year, PTC Industries was honoured with the prestigious UP State Award for Excellence in Exports. The company''s exceptional performance in the export sector was recognized, highlighting its significant contributions to the state''s economic growth. Shri Alok Agarwal, a key figure in PTC Industries, received this distinguished award from the Honourable Chief Minister, Yogi Adityanath, further acknowledging the company''s outstanding achievements in international trade.

iii. Approval from Safran Aircraft Engines: PTC Industries'' wholly-owned subsidiary, Aerolloy Technologies Limited (ATL), achieved a significant milestone by receiving approval from Safran Aircraft Engines (SAE), a top global aircraft engine manufacturer. SAE approved ATL for the development and supply of critical Titanium and Super Alloy castings for Aero Engines. This groundbreaking achievement marks the first time such critical cast

components for Aircraft Engines, in Titanium and Super Alloys, are being sourced by SAE from India, positioning ATL as a trusted partner for top-tier international aerospace companies.

iv. Developmental Contract for DRDO - GTRE''s Combat Aircraft Engine: In line with the Indian government''s ''Aatmanirbhar Bharat'' initiative and the strategic importance of indigenously developed defence capabilities, PTC Industries secured a developmental contract for critical components for DRDO - GTRE''s Combat Aircraft Engine program. This development represents a significant step towards strengthening India''s self-reliance in defence technology and reinforces PTC Industries'' role as a key contributor to the nation''s defence ecosystem.

v. Clearance Certificate for Critical ON-LINE FITTINGS (OLFs) for Defence Applications: PTC Industries achieved another noteworthy feat by obtaining a ''CLEARANCE CERTIFICATE'' for critical ON-LINE FITTINGS (OLFs) made from expensive Titanium alloys, utilizing their unique In-House Capability comprising of Investment Casting HIP (Hot Isostatic Pressing) processing techniques. This achievement is a testament to the company''s exceptional expertise and state-of-the-art capabilities, which are on par with only a few select companies worldwide. The clearance further validates PTC Industries'' proficiency in providing cutting-edge solutions for critical defence applications.

Overall, these awards and recognitions showcase PTC Industries'' relentless pursuit of excellence, innovation, and commitment to advancing the defence and aerospace sectors in India and on the global stage. The company''s dedication to quality, technology, and self-reliance positions it as a prominent player driving the growth of India''s defence and aerospace industries.

3. HUMAN RESOURCE MANAGEMENT

PTC recognizes that its highly motivated and dedicated employees are its primary asset and the driving force behind the company''s holistic growth and prosperity. As part of its commitment to the development of its workforce, PTC has initiated a comprehensive HR Transformation project. This transformative project aims to build a future-ready organizational structure that fosters growth, efficiency, and innovation.

One of the key focus areas of the HR Transformation project is the development of a robust process framework to streamline and automate various HR processes. By leveraging cutting-edge technology, PTC aims to enhance efficiency, reduce manual efforts, and improve overall productivity. The implementation of automated systems will not only optimize HR functions but also free up valuable time for employees to focus on strategic and value-added tasks.

As part of the transformation journey, PTC is also carrying out competency assessments to identify and nurture talent within the organization. This enables the company to align employee skills with organizational objectives and provides targeted training and development opportunities. Continuous upskilling and training programs are conducted, covering various domains like management, operations, finance, and technology, empowering employees to grow both personally and professionally.

Furthermore, the HR Transformation project includes the establishment of a comprehensive performance monitoring structure. This performance evaluation system enables PTC to recognize and reward exceptional performance while also identifying areas for improvement and providing necessary support for employee development.

At PTC, the efficiency of the workforce has always been a key priority as the company moves towards larger capacities and greater capabilities. PTC focuses on continuous business process optimization, efficiency improvement, and cost reduction. Throughout the year, various manufacturing excellence and productivity improvement projects are conducted with both internal and external experts. This year, under the guidance of experts, the company''s world-class team launched a series of six-sigma projects, working towards the implementation of Lean Manufacturing and 5S techniques. At the shop floor, several new systems and innovative manufacturing tools have been implemented to enhance the quality and efficiency of the output.

Internal and external training programs and seminars covering management, operations, finance, and technology are regularly undertaken to ensure that employees'' competencies are consistently upgraded, benefiting them both personally and professionally. Employees are actively encouraged to stay abreast of technological developments and novel approaches adopted globally, to update their knowledge and skills. With access to the latest equipment and digital tools, employees leverage their expertise for the company''s benefit. PTC fosters a culture of cross-functional training and skill development, offering opportunities for employees to educate themselves across various manufacturing and functional processes.

The company maintains effective communication channels to facilitate meaningful interactions between management and staff. Responsive and candid communication with employees is standard practice, and PTC has started demanding the same from its next tier of leadership. Regular interactions and collaborative sessions, held at least once a month, provide a platform for discussing strategy, risks, and execution. The company encourages innovation by providing employees with structured support to navigate uncertainty and nurture their creative process without restraint.

PTC''s management remains steadfast in its commitment to innovation and has established a dedicated task force focused on Technology and Innovation to drive the growth of inventive processes and ideas within the workplace. Active participation of the senior management team in the task force''s activities enables them to discern inflection points that may be overlooked by other staff members and make informed decisions. Beyond regular interactions, the management provides ample opportunities for innovative thoughts to come forward through exclusive pages and dedicated time for creative and innovative thinking in the company''s in-house magazine and office functions.

Through these initiatives, PTC continues to uphold its dedication to employee development, innovation, and excellence in the workplace.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is placed at Annexure III and forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is placed at Annexure III and forms part of this Report.

4. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated in Schedule V Part C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

NUMBER OF MEETINGS OF THE 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, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Appointment and the remuneration of Board members, key managerial personnel or one level below the Board level is fixed on the basis of the recommendation of the Nomination and Remuneration Committee made to the Board, which may ratify them, with or without modifications. Disclosures pursuant to the requirements 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 III of this Board Report. The Company affirms that there has been no change in this policy and that the remuneration paid to directors is as per the terms laid out in this policy.

INDUCTION AND CHANGES

In accordance with the provisions of Section 152 of the Act read with Article 158 and 159 of the Articles of Association of the Company, Ms. Smita Agarwat will retire by rotation at the ensuing AGM and, being eligible, offer herself for reappointment. The Board has recommended her reappointment. The Company also appointed Ms. Prashuka Jain (DIN- 06412915) as an Independent Women Director w.e.f. from September 05, 2022, and the same was approved by the shareholders on 59^th AGM of the Company.

Further, the tenure of Managing Director & Whole Time Directors expired on September 30, 2022, accordingly, the Board recommended for their re-appointment and necessary agenda items for the appointment of Mr. Sachin Agarwal as Chairman & Managing Director, Mr. Alok Agarwal as Director (Quality & Technical), Mr. Priya Ranjan Agarwal as Director (Marketing), Mr. Ashok Kumar Shukla as Whole Time Director and Smita Agarwal as Whole Time Director & CFO was placed at AGM and these were approved by the shareholders of the Company at the 59^th AGM of the Company.

Familiarisation Programme for Directors

PTC places great importance on fostering a well-informed and engaged Board of Directors, who act as responsible trustees to meet stakeholders'' expectations and societal aspirations. To ensure effective discharge of their roles, the Company has implemented a comprehensive familiarisation program for its Directors.

Under this program, Directors are continuously updated on changes and developments in the domestic and global corporate and industry landscape, including relevant statutes, legislations, and the economic environment. This empowers them to make well-informed and timely decisions that align with the Company''s strategic goals and objectives.

To further enhance their understanding, the Directors are provided with insights into matters significantly impacting the Company''s operations and growth. Regular visits to Company facilities are also organized, enabling Directors to gain firsthand knowledge of the Company''s operational processes and engage with the workforce.

By actively promoting Director familiarisation, PTC ensures that its Board is equipped with the necessary knowledge and expertise to effectively steer the Company, safeguard stakeholders'' interests, and uphold the highest standards of corporate governance.

Attributes, Qualifications and Independence of Directors and their Appointment

The Nomination and Remuneration Committee, adopted the criteria for determining qualifications, positive attributes and independence of Directors, including Independent Directors, pursuant to the Act and the Rules thereunder. The Corporate Governance Policy, inter alia, requires that Non-Executive Directors be drawn from amongst eminent professionals, with experience in business, finance, law, public administration, and enterprise. The Board Diversity Policy of your Company requires the Board to have a balance of skills, experience, and a diversity of perspective appropriate to the Company. The skills, expertise, and competencies of the Directors as identified by the Board along with the names of directors who have such skills, expertise, or competence, are provided in the Report on Corporate Governance forming part of the Report and Accounts. The Articles of Association of your Company provide that the strength of the Board shall not be fewer than three nor more than fifteen. Directors are appointed/ re-appointed with the approval of the Members for a period of three to five years or a shorter duration, in accordance with retirement guidelines and as may be determined by the Board from time to time. All Directors, other than Independent Directors and Managing Director are liable to retire by rotation unless otherwise approved by the Members. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

Details of the Company''s Policy on remuneration of Directors, Key Managerial Personnel, and other employees is provided in the Report on Corporate Governance forming part of the Report and Accounts.

DECLARATION BY INDEPENDENT DIRECTORS

As per the requirement 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 Regulation 25 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Independent Directors of your Company have confirmed that (a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the Listing Regulations 2015, (b) they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence and (c) they have registered their names in the Independent Directors'' Databank. Further, in the opinion of the Board, the Independent Directors fulfil the conditions prescribed under the Listing Regulations 2015 and are independent of the management of the Company.

BOARD EVALUATION

The Nomination and Remuneration Committee, as reported in earlier years, formulated the Policy on Board evaluation, evaluation of Board Committees'' functioning and individual Director evaluation, and specified that such evaluation will be done by the Board, pursuant to the Act and the Rules thereunder and the Listing Regulations 2015.

In keeping with PTC''s belief that it is the collective effectiveness of the Board that impacts the Company''s performance, the primary evaluation platform is that of the collective performance of the Board as a whole. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the Listing Regulations 2015 read with the Company''s Governance Policy. The Nomination

and Remuneration Committee has devised the criteria for evaluation of the performance of the Directors including the Independent Directors. The said criteria provide certain parameters like attendance, acquaintance with business, communication inter se between board members, effective participation, domain knowledge, compliance with code of conduct, vision, and strategy, etc., which is in compliance with applicable laws, regulations, and guidelines. Evaluation of the functioning of Board Committees is based on discussions amongst Committee members and shared by the respective Committee Chairman with the Chairman of the Nomination and Remuneration Committee, who in turn shares the consolidated report with the Chairman of the Board for his review and gives feedback to each Director. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings, in assisting the Board in realising its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals. While the Board evaluated its performance against the

parameters laid down by the Nomination and Remuneration Committee, the evaluation of individual Directors was carried out against the laid down parameters, anonymously in order to ensure objectivity. Reports on the functioning of Committees were placed before the Board by the Committee Chairmen. The Independent Directors Committee of the Board also reviewed the performance of the non-Independent Directors and the Board, pursuant to Schedule IV to the Act and Regulation 25 of the Listing Regulations 2015.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company are Mr. Sachin Agarwal, Chairman & Managing Director, Ms. Smita Agarwal, Director and CFO, Mr. Alok Agarwal, Director (Quality & Technical), Mr. Priya Ranjan Agarwal, Director (Marketing), Mr. Ashok Kumar Shukla, Whole Time Director and CFO and Mrs. Pragati Gupta Agarwal, Company Secretary.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(3)(c) of the

Companies Act, 2013 the Directors confirm that:

(a) in preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with the requirements set out under Schedule III 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, 2023 and of the profit of the Company for year ended on that date;

(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, 2013, 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;

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

(f) the Directors have devised proper systems to ensure compliance with the provisions of a LI applicable taws and that such systems are adequate and are operating effectively.

ADOPTION OF IND-AS

In accordance with the Companies (Indian Accounting Standards) Rules, 2015 the Company has adopted Ind-AS for preparation of financial statements with effect from April 01, 2017.

LISTING

The Company has its equity shares Listed on BSE Limited. Further company has also got Listed on National Stock Exchange India Limited w.e.f, June 09, 2023. The Company has paid Listing fees for the year 2023-24 to the both stock exchanges. The Company has also established connectivity with both depositories, NSDL and CDSL.

4. AUDITORS

STATUTORY AUDITORS

The statutory auditors of the Company, M/s Walker Chandiok & Co LLP, Chartered Accountants (Reg. No.001 076N/N500013) were appointed as statutory auditors of the Company in the 56^th Annual General Meeting of the Company to hold office until the conclusion of the 60^th Annual General Meeting. The Chairman and Managing Director of the Company has been empowered to decide and approve the remuneration of the Statutory Auditor from time to time.

The notes referred to by the auditors in their reports are selfexplanatory 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 2022-23 as required under Section 204 of the Companies Act, 2013 and Rules made thereunder. The secretarial audit report of the Company for FY 2022-23, in Form MR3, forms part of the Annual Report at Annexure -VI and carries no qualifications, reservations, adverse remarks or disclaimers and hence no explanations are required. Pursuant to the provisions of the Regulation 24A of SEBI Listing Regulations, secretarial audit report of Aerolloy Technologies Limited, a material subsidiary of the Company for FY 2022-23, in Form MR3, forms part of the Annual Report at Annexure -VIA.

The Board has appointed M/s. Amit Gupta & Associates, Practicing Company Secretaries, as the secretarial auditor of the Company for the financial year 2023-24.

COST AUDIT

The Company maintains necessary cost records as specified by Central Government under sub-section 1 of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014. In terms of the provisions of Section 148 of the Companies Act, 2013, the Company is not required to have its cost records audited by a Cost Accountant in practice, as provide under Rule 7(i) of Companies (cost records and audit) Rules, 2014, since the Company has revenue from exports exceeding 75% of its total turnover.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future. However, attention is drawn towards statements on contingent liabilities, in the notes of financial statements.

AUDIT COMMITTEE AND VIGIL MECHANISM

Pursuant to requirement of section 177(1) of Companies Act, 2013 read with Rule 6 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has already formed the Audit Committee, composition of which is covered under Corporate Governance report section of this Annual Report. The primary objective of the Audit Committee is to monitor and provide effective supervision of the financial reporting process of the Company, and to ensure proper and timely disclosures maintaining transparency and integrity for the shareholders.

The Vigil Mechanism of the Company provides a formal structure to all the directors and employees to report genuine concerns and safeguard the interests of the stakeholders of the Company. PTC''s vigil mechanism also incorporates a Whistle Blower Policy in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which includes the appointment of a Whistle Blower Officer who will look into the matter being reported, conduct detailed investigation and take appropriate disciplinary action. Protected disclosures can be made by a whistle blower through an email, or dedicated telephone line or a letter to the Whistle Blower Officer or to the Chairman of the Audit Committee. The Company''s Whistle Blower policy may be accessed on the Company''s website at http://www.ptcil.com. During the year under review, no employee was denied access to Whistle Blower Officer or Audit Committee and no complaint was received.

ANNUAL RETURN

The Annual Return of your Company is available on its corporate website at www.ptcil.com.

INTERNAL FINANCIAL CONTROLS

PTC places a strong emphasis on maintaining effective internal financial controls with regard to its financial statements. These controls are seamlessly integrated into the risk management process, addressing both financial and financial reporting risks. To ensure comprehensive coverage, the internal financial controls have been meticulously documented, digitized, and seamlessly embedded into the business processes.

To obtain assurance on the effectiveness of these controls, PTC employs various methodologies. This includes rigorous management reviews, control self-assessment, continuous monitoring by functional experts, and thorough testing of the internal financial control systems. As part of the process, the Company''s Statutory Auditors conduct in-depth tests to evaluate the controls, and during the year, no reportable material weaknesses in the design or operation of these controls were observed.

By diligently maintaining strong internal financial controls, PTC demonstrates its commitment to sound financial management, transparency, and accountability. These measures serve to safeguard the integrity of financial information and bolster stakeholder confidence in the Company''s financial reporting processes.

CREDIT RATING

The Company''s financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies as given below:

Instrument	Rating Agency	Rating¹	Outlook	Rating Action
Long Term Bank Facilities	Informerics Ratings	IVR BBB	Stable	Reaffirmed
Short Term Bank Facilities	Informerics Ratings	IVR A2	Stable	Reaffirmed
Short Term non-fund-based Bank Facility	Informerics Ratings	IVR A2	Stable	Reaffirmed
*The ratings have been obtained for Borrowings only. There is no credit rating obtained by the Company for fixed deposit program for mobilisation of funds.				or any other scheme involving

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. This approach increases risk awareness and ensures proper management of risks as part of the daily management activities.

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

â¢ Framing the Risk Management Policy: The committee is responsible for recommending a comprehensive risk management policy to the Board. This policy shall primarily focus on mitigating unsystematic risks that may impact the Company''s operations adversely.

â¢ Implementation of Risk Management processes: The committee oversees the effective implementation of the approved risk management policy throughout the organization. It ensures that appropriate risk mitigation strategies are in place to safeguard the Company''s interests.

â¢ Risk Assessment and Reporting: The committee diligently assesses and apprises the Board of any significant and relevant risks that have the potential to adversely affect the Company''s affairs. It provides timely and accurate risk reports to facilitate informed decision-making.

â¢ Risk Mitigation Measures: The committee collaborates with relevant stakeholders to identify and recommend appropriate risk mitigation measures. It ensures that risk management processes are aligned with the Company''s strategic objectives.

â¢ Monitoring and Review: The committee monitors the ongoing effectiveness of risk management initiatives, regularly reviewing risk exposures and mitigation efforts. It provides periodic updates to the Board on risk management activities.

â¢ Crisis Management: The committee plays a pivotal role in crisis management, devising contingency plans to address unforeseen risks and events effectively.

â¢ Reporting and Communication: The committee maintains open channels of communication with stakeholders, promoting transparency in risk reporting and disclosure.

The policy on Risk Management may be accessed on the Company''s website at 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 of internal control and assurance activities.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to âMeetings of the Board of Directors'' and âGeneral Meetings'', respectively, have been duly followed by the Company.

GOING CONCERN STATUS

There is no significant or material order passed during the year by any regulator, court or tribunal impacting the going concern status of the Company or its future operations.

KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended 31^st March, 2023 along with details of significant changes (i.e., change of 25% or more as compared to the immediately previous financial year) in key financial ratios, and the detailed explanations, are provided in page no 218.

CHANGES IN SHARE CAPITAL

In line with the approval of the shareholders for issue of shares on rights basis at 58^th annual general meeting of the Company held on November 22, 2021, the Company has issued and completed allotment on August 23, 2022 of 78,58,594 fully paid-up equity shares of the face value of H 10 each ("rights

equity shares") of our company for cash at a price of H 10/-per rights equity share aggregating up to H 785.86 lakh on a rights basis to the eligible equity shareholders of our company in the ratio of 3 rights equity shares for every 2 fully paid-up equity shares held by the eligible equity shareholders of our company on the record date, that is, on July 22, 2022.

Further as per approval of the Board of Directors on October 20, 2022, and Shareholders'' approval on November 19, 2022 for issue and allotment of up to 2,89,600 Equity Shares of face value of Rs. 10/- each and up to 6,30,170 Fully Convertible Warrants (âWarrants'') of face value of Rs. 10/- each of the Company to persons belonging to Non-Promoter Category on a preferential basis.

On December 07, 2022 Company issued and allotted 2,84,600 Equity Shares of face value of Rs. 10/- per Equity Share at an issue price of Rs. 2,349/- per Equity Share aggregating to Rs. 66,85,25,400 /- (Rupees Sixty-Six Crore Eighty-Five Lakh Twenty-Five Thousand Four Hundred Only), and 6,30,170 Fully Convertible Warrants (''Warrants'') at an issue price of Rs. 2,349/- per Warrant aggregating to Rs. 1,48,02,69,330 /- (Rupees One Hundred Forty-Eight Crore Two Lakh Sixty-Nine Thousand Three Hundred Thirty Only), convertible into equivalent number of Equity Shares of face value Rs. 10/-each within a period of 13 months from the date of allotment, on a preferential basis (''Preferential Allotment'') to the persons belonging to the ''Non-Promoter'' category on a preferential basis (''Preferential Allotment'')

After the close of Financial Year 2022-23, as per the Approval of the Board of Directors on June 08, 2023 and shareholders'' approval on July 08, 2023 the company has issued and allotted 1,80,000 (One Lakh Eighty Thousand) Equity Shares of face value of Rs.10/- (Rupees Ten Only) each fully paid up, for cash, at a price of Rs. 2,500/- (Rupees Two Thousand and Five Hundred Only) per Equity Share, determined in accordance with the provisions of Chapter V of SEBI ICDR Regulations, for an aggregate amount of up to Rs. 45,00,00,000/- (Rupees Forty Five Crores Only).

EMPLOYEE STOCK OPTION SCHEME

With a view to attract, retain, incentivize and motivate employees of the Company by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability. The Company took approval of the shareholders of the Company in their 56^th Annual General Meeting held on September 28, 2019 to create, issue, offer, grant and allot to or for the benefit of such person(s), who are the permanent Employees or Directors of the Company as may be permissible under the SEBI Regulations (hereinafter referred to as ''Employees'') and as maybe decided by the Board under the scheme titled ''PTC Employee Stock Option Scheme 2019'' (hereinafter referred to as ''PTC-ESOS 2019''), not exceeding 1 57,1 70 stock options convertible into 157,170 equity shares of the face value of H 10 each fully paid-up, in such manner, during such period, in one or more tranches and on such terms and conditions including the price as the Board

may decide in accordance with the SEBI Regulations or other provisions of the law as maybe prevailing at the relevant time.

The members of the company have also approved on November 22, 2021 to create, issue, offer, grant and allot ''PTC-ESOS2019'' to or for the benefit of such person(s), who are the permanent Employees or Directors of a group company including subsidiary or its associate company, in India or outside India,

The Compensation Committee (Nomination & Remuneration Committee) at its meeting held on September 1 5, 2021 had approved grant of 10965 Stock Options (convertible into 10965 Equity shares of the Company, upon exercise) to 454 Eligible Employees in terms of the ''PTC-ESOS2019''. Further the Compensation Committee (Nomination & Remuneration Committee) at its meeting held on June 11, 2022 had approved grant of 2255 (convertible into 2255 Equity shares of the Company, upon exercise) to 64 eligible employees in terms of the ''PTC-ESOS2019''. Recently, the Compensation Committee (Nomination & Remuneration Committee) at its meeting held on August 30, 2022 had approved grant of 1 2500 (convertible into 1 2500 Equity shares of the Company, upon exercise) to one eligible employee in terms of the ''PTC-ESOS2019''.

Further, in terms of PTC-ESOS 2019, the Compensation Committee (Nomination & Remuneration Committee) at its meeting held on August 30, 2022 approved the adjustment in the Options, pursuant to the issue of up to 78,58,594 fully paid-up equity shares of the face value of H 10 each ("rights equity shares") of our company for cash at a price of H 10/- per rights equity share aggregating up to H 785.86 lakh on a rights basis to the eligible equity shareholders of our company in the ratio of 3 rights equity shares for every 2 fully paid-up equity shares held by the eligible equity shareholders of our company on the record date, that is, on July 22, 2022, in the following manner:

Details	Existing	Adjusted pursuant to the Rights Issue
Total Pool	1,57,170	3,92,925 (2,35,755 additional)
Exercise Price	990/- per share	402/- per share

The Company has filed the necessary application for seeking in-principle approval for listing of 2,35,755 shares, arising due to Rights Issue adjustment.

In terms of the provisions of Regulation 13 of the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021, the company has obtained a certificate from the secretarial auditors of the company that the scheme has been implemented in accordance with these regulations and in accordance with the resolution of the company in the general meeting and the same is placed at Annexure -V.

5. CORPORATE SOCIAL RESPONSIBILITY

PTC strongly believes in the 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.

The Board has approved the Corporate Social Responsibility Policy which is available on the company''s website www.ptcil. com.

The Company has formed a trust, viz. PTC Foundation, in the year 2014-201 5 for the purpose of undertaking CSR activities exclusively. 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 on providing primary and secondary education, supporting technical learning institutes, empowering women, improving health and sanitation facilities, supporting sports and promoting Indian art and culture. The Company has spent H 1.53 Lakhs for its CSR activities and Rs. 24.60 lakhs transferred to the PTC Industries UCSR 2022-23 account in the financial 2022-23. Details of initiatives taken by the Company during the year are covered in the Corporate Social Responsibility Report attached as Annexure IV to this Directors'' Report as per the requirement of Rule 9 of The Companies (Accounts) Rule, 2014.

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

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 are annexed to the Directors'' Report in Annexure VII.

7. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company''s has always had a very strict policy on the sexual harassment issues and has zero tolerance in this matter. Ensuring a safe environment for its women employees is a major priority for the Company and its management. As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed an Internal Committee to address complaints pertaining to sexual harassment in the workplace. The Company policy mandates prevention of sexual harassment and to ensure a free and fair enquiry process with clear timelines for resolution. To build awareness, the Company conducts awareness and training programmes on a periodic basis. In your Company''s legacy of more than 59 years, no instance of sexual harassment has ever been reported by any employee. During the year 2022-23 also, the Company has not received any complaints of sexual harassment.

8. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

â¢ Details relating to deposits covered under Chapter V of the Act.

â¢ Issue of equity shares with differential rights as to dividend, voting or otherwise.

â¢ The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

â¢ Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

â¢ No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

â¢ No fraud has been reported by the Auditors to the Audit Committee or the Board.

â¢ The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year, as no such proceedings initiated or pending.

â¢ The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, as there was no instance of onetime settlement with any Bank or Financial Institution.

FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements that involve risks and uncertainties. When used in this Report, the words âanticipate'', âbelieve'', âestimate'', âexpect'', âintend'', ''will'' and other similar expressions as they relate to the Company and/ or its Businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forwardlooking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

ACKNOWLEDGEMENTS

PTC Industries'' Board of Directors extends heartfelt gratitude to the Company''s bankers, other financial institutions, the Government of India, State Governments, and government agencies for their unwavering guidance and continued support throughout the year. The collective support from these esteemed entities has played a pivotal role in the Company''s success and progress.

Looking ahead, PTC Industries eagerly anticipates the same unwavering support as it continues its mission to enhance the lives of all those associated with the Company. With this backing, PTC is poised to reach new heights and create a positive impact in the lives of its stakeholders.

The Board of Directors also takes this opportunity to express sincere appreciation to the dedicated employees, workers, and outside professionals for their significant contributions. Their unwavering dedication, hard work, and commitment have been instrumental in the overall development, growth, and prosperity of PTC Industries. Their collective efforts have been the driving force behind the Company''s success, and the Board commends their invaluable contributions to the Company''s journey.

On behalf of the Board of Directors

Place: Lucknow Sachin Agarwal Alok Agarwal

Date: August 1 2, 2023 Chairman & Managing Director Director - Quality & Technical

Compliance and Best Practices: The committee ensures that the risk management policy and processes comply with applicable regulations and industry best practices. It strives to foster a culture of risk awareness and responsibility within the organization.

Mar 31, 2018

The Directors are pleased to present the 55^th Annual Report of the Company along with financial statements for the year ended 31st March 2018.

1. RESULTS OF OUR OPERATIONS FINANCIAL HIGHLIGHTS

Table 1 gives the financial performance of the Company for the financial year 2017-18 as compared to the previous financial year.

TABLE 1 FINANCIAL HIGHLIGHTS		Rs. In lakhs
	2017-2018	2016-2017
Revenue from Operations
Revenue from Operations	10,133.38	10,232.24
Other Income	288.66	151.62
Total Income	10,422.04	10,383.86
Profit before Finance Cost, depreciation, exceptional items and tax	1,827.24	1,678.75
Less: Finance Cost	401.53	345.15
Less: Depreciation	576.67	554.02
Profit before Tax	849.04	779.59
Tax Expenses
Provision for taxation	296.52	154.99
Deferred tax	(191.48)	23.20
Total Tax Expense	105.04	178.19
Profit after Tax	744.00	601.40

OPERATING RESULTS

The Company witnessed a marginal decline in revenue from operations by 1% to Rs. 101.33 crores from Rs. 102.32 crores in the previous year. This is despite disturbances in the operations at Lucknow due to shifting from Plant 1 to the new AMTC Plant and the workers'' strike during the year. The Company continues to use a part of its capacity for trials and research for the new technologies that are being introduced in its new manufacturing facility, the Advanced Manufacturing & Technology Centre, thereby utilizing part of its capacity for development of new products for the future.

The EBITDA percentage took a significant jump to 18% this year from 16.4% last year. The Profit after tax also increased to Rs. 7.44 crores from Rs. 6.01 crores in the previous year due to tax impacts and improvement in operations.

For a detailed discussion on the Company''s financial and operating results, please refer to the Financial Performance section of the Management Discussion and Analysis Report in this Annual Report.

DIVIDEND

The Company has already commercialized the first phase of manufacturing at the Advanced Manufacturing & Technology Centre (AMTC) in Lucknow, Uttar Pradesh. At this stage, a substantial investment has already been made in new technologies and capabilities for this new facility, effects of which are expected to show in the Company''s financial performance in the coming years. The Company''s investment in this plant for commercialization of the next phase is still underway for which further outlay of funds is envisioned. Hence, the directors do not consider it prudent to recommend any dividend for the year ended on March 31, 2018 The Company has also not transferred any amount to General Reserve during the year. The amount of Rs. 7.44 crores is proposed to be retained in the profit and Loss Account for the year ended on March 31, 2018.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As per the requirement 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. The 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 Boardand its Powers) Rules, 2014.

RELATED PARTY TRANSACTIONS

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 disclosures as required under Part A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in accordance with AS 18 in the notes to standalone and consolidated financial statements.

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 AOC 2. The Company''s policy on related party transactions may be accessed on the Company''s website at http://www.ptcil.com. material changes and commitments affecting financial position between the end of the financial year and date of report

Subsequent to the year end, the Company has commenced commercial operations at the AMTC Plant for expansion of capabilities and capacity related to existing technologies of the Company. No other 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.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

2. BUSINESS

NEW UNIT

The company had envisioned a state-of-the-art project called the Advanced Manufacturing & Technology Centre, (AMTC) in Lucknow, India to house the most advanced component manufacturing technologies and infrastructure in the world. This facility has been set up in Lucknow, Uttar Pradesh and shall manufacture products for super-critical applications like Aerospace, Power Plants, Oil & Gas, Chemical Processing and Medical Implants.

The technologies and facilities available in this plant has created an indigenous capability for manufacture of high precision components with unparalleled quality, consistency and reliability for super-critical applications. For the first time ever, Titanium Casting technology and manufacturing capability is being brought to India within this facility. The unit shall provide import substitution for key components and pave the way for a new era of best-in-class-manufacturing in the country.

This facility houses 20 unique advanced technologies in metal component manufacturing under a single roof making it the most advanced manufacturing facility in the world in this segment. Apart from exhibiting PTC''s trademarked indigenously developed technologies like RapidCastâ¢,

PrintCastâ¢, forgeCastâ¢, Powderforgeâ¢ and TiCastâ¢, the new unit has also created direct employment opportunities for over 500 people and indirect employment for even a greater number. This facility shall also help in the training and development of skills of the employees on advanced equipment, robots, CNC machines, automation and best-in-class technologies with the help of technology partners, machine manufacturers and vendors across the world from countries like the United Kingdom, USA, Germany, Japan etc. In the previous year, the Company had submitted a proposal amounting to Rs. 51 Crores to the Department of Heavy Industries, Ministry of Heavy Industries and Public Enterprises, Government of India for acquisition and customisation of Technology for Development & Commercialisation of Titanium Castings with Ceramic Shelling under the Technology Acquisition Fund Programme (TAFP). The department has committed partial support as a grant of Rs. 10 Crores out of a total cost of Rs. 51 crores for a project duration of four years from the date of signing of MoU with Global Innovation and Technology Alliance (GITA). Further, the Department of Science & Technology, Government of India has also funded PTC''s RapidCastâ¢ Commercialization Project Under The Technology Development & Demonstration Programme for an amount of Rs. 5 Crores.

With the new technology and capabilities that have been added to this project including TAFP Project, the total capital expenditure planned for this project is being met by borrowing from bank and financial institutions, internal accruals, government grants and raising fresh funds through issue of equity/convertible securities.

The plant is set to become a hallmark of excellence in core manufacturing in the state of Uttar Pradesh. Besides bringing world class technology to the country, this plant shall also have the best practices for sustainable manufacturing. This goal has being accomplished by construction of a green building with a rooftop solar plant, rainwater harvesting, and effluent and waste treatment plants and investment in fume extraction and exhaust systems.

SUBSIDIARY

The Company had only one subsidiary, viz. Modrany Power & PTC Piping Systems Private Limited. As informed in the previous report, the board had proposed closure of the subsidiary company in view of no reasonable business prospects arising for the joint venture in the near future, we can now confirm that the said subsidiary Company has been closed. The subsidiary Company was formed by entering into a Joint Venture with Modrany Power, as., a Czech producer and supplier of piping systems for the power industry. The subsidiary was formed to jointly acquire knowledge and bid & execute projects for high pressure piping systems and allied equipment.

The Company has wound up its only non-material subsidiary, M/s Modrany & PTC Piping Systems Private Limited, during the year ended 31 March 2018 and as at 31 March 2018 does not have any other component to be consolidated. Since the impact of the erstwhile subsidiary (up to the date of its disposal) is immaterial to the Company''s financial statement from the perspective of all periods presented in these financial statements, the consolidated financial statements of the Company have not been prepared.

Pursuant to the provisions of section 136 of the Act, the financial statements of the Company and separate audited accounts in respect of subsidiary (up to the date of its disposal), 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, 2013 read with Rule 5 of The Companies (Accounts) Rules are presented in Annexure II to the Directors'' Report in form AOC 1.

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. In the previous year, the Company had successfully completed its Technology Development and Demonstration Programme (TDDP) for development and commercialization of the RapidCastâ¢ 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 the project has been reviewed and approved by the Project Review Committee appointed by DSIR.

Further, the Company had submitted a proposal amounting to Rs. 51 Crores to the Department of Heavy Industries, Ministry of Heavy Industries and Public Enterprises, Government of India for acquisition and customisation of Technology for Development & Commercialisation of Titanium Castings with Ceramic Shelling under the Technology Acquisition Fund Programme (TAFP) during the year. The department approved this project and committed partial support as a grant of Rs. 10 Crores out of a total cost of Rs. 51 Crores for a project duration of four years from the date of signing of MoU with Global Innovation and Technology Alliance (GITA). The Company is in the process of implementation of this project and has made significant progress on this during the year.

QUALITY AND SAFETY

The Company has always held quality, safety, training, development, health and environment at the highest level of importance. It continues to deliver value to its customers through its commitment to quality. It holds international quality standard certifications such as ISO 9001:2015, PED (Pressure Equipment directive), AD 2000 Merkblatt and various Marine Classification Approvals along with a DSIR approved Research and Development laboratory.

The Company strengthened its commitment to health and safety with continuing investment in building safe and reliable production facilities. The usage of Personal Protective Equipment (PPE) and safety awareness of every employee is vital to an injury, hazard and accident free workplace. The new Advanced Manufacturing & Technology Centre has been designed keeping in mind the key principles of the company for environmental preservation and protection. It focuses significantly on improving the efficiency of the operations through implementation of innovative technologies, and the use of global best practices to minimize its impact on the environment. During the year, the company has carried out comprehensive reviews of its health and safety principles and put in place improvement measures to ensure compliance with international standards. With the induction of qualified personnels and the management of operations by a capable Chief Operating Officer, the Company''s foundations of a quality-centric work culture have also been strengthened for an enabling and positive work environment. The company has invested in equipment to extract dust, smoke and smell in order to make the working environment clean and healthy. Every employee is tasked with ensuring safety for themselves and those around them, as well as have the right to intervene in a situation where work may be performed in an unsafe manner.

The Company works to efficiently manage its operations to minimize the impact on the environment to preserve it for the present and future generations. It also regularly initiates activities to contribute positively to the communities around or near its operations for the wellbeing of all.

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

AWARDS & RECOGNITIONS

PTC was selected for the Rolls Royce Marine Total Cost Leadership Award among all its global vendors during Rolls Royce''s Supplier of the Year awards. This was a singular recognition of PTC''s abilities by one of the leading engineering companies in the world.

During the year, Shri Sachin Agarwal, Chairman and Managing Director of the Company was felicitated by the Honourable Governor of Uttar Pradesh for his contribution to the industry in the state.

3. HUMAN RESOURCE MANAGEMENT

PTC believes that its primary asset is its team of highly motivated and dedicated employees which shall be the seed for the Company''s holistic growth and prosperity. Hence, and the development of its workforce is intrinsic to its growth and progress. The efficiency of our workers has always been a key priority for the Company as it is moving towards larger capacities and greater capabilities. PTC already began to focus even on business process optimization, efficiency improvement and cost reduction since the last few years. This year this initiative has been given even more focus and administrative and organizational changes are being implemented with the initiation of operations in the new plant.

The Company continued to undertake both internal and external training programs and seminars in varied fields relating to management, operations, finance and technology to ensure that its employees'' competencies are constantly updated to meet PTC''s current and future business needs. Employees are encouraged to constantly learn about technological developments in the industry and novel approaches adopted by others in the world to update their knowledge and skills. Cross-functional training and skill development is constantly encouraged. Traditionally, the Company pays attention to the development of training resources with the aim to accumulate and spread knowledge within the Company and to develop employees'' educational and training base at the level of international standards. The Company has actively been developing in-house training resources and infrastructure which will help to inculcate a strong culture of learning and constant process improvement in the organisation. Communication is an important element of PTC''s overall human resource principles. Effective communication channels are maintained for meaningful interactions between the management and staff. We continued to communicate responsively and candidly with employees and have begun demanding the same of our next tier of leadership. We interact with employees frequently, and collectively at least once a month to collaborate on strategy, risks, and execution. Innovation is also encouraged by giving the employees just enough structure and support to help them navigate uncertainty and tapping into their own creative process without stifling it.

The management at PTC is committed to its dictum of innovation and regularly demonstrates this intent 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(1) ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been given at Annexure IV of this report.

Pursuant to Section 197(12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars are given for employees drawing remuneration in excess of specified therein at Annexure IV of this report.

4. CORPORATE GOVERNANCE

As stipulated in Schedule V Part C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance forming part of the Directors'' Report and certificate from Practicing Company Secretary confirming the compliance of the conditions on Corporate Governance are included in the Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The Board met five 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, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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. The Board consists of professionally qualified individuals from diverse backgrounds with wide experience in business, education, finance and public service. As at year end, the Board consists of 10 directors, one of whom is Chairman & Managing Director, three are Whole-time directors, five are Independent directors and one is a Nominee director. Your Company, in compliance with section 178(1) of the Companies Act, 2013 read with The 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 qualifications, 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 of the recommendation of the Nomination and Remuneration Committee made to the Board, which may ratify them, with or without modifications. Disclosures pursuant to the requirements 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 IV of this Board Report. The Company affirms that there has been no change in this policy and that the remuneration paid to directors is as per the terms laid out in this policy.

INDUCTION

During the year Mr. Ashok Kumar Shukla was appointed as a Whole Time Director of the company with effect from October 1, 2017. He is responsible for the management of day to day operations of the Mehsana Plant.

Mr. A K Shukla brings with him years of expertise and knowledge relating to the metal cast industry and possesses both national and international experience in this field. His induction to the board adds greatly to the combined experience and capability of the Board.

Mr. Priya Ranjan Agarwal retires by rotation and being eligible is proposed for reappointment at ensuing annual general meeting of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

BOARD EVALUATION

Pursuant to the requirement 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 the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board as explained under the Corporate Governance section of this Annual Report. In a separate meeting of independent Directors, performance of non-independent directors was evaluated. Nomination and Remuneration Committee of the Board has also evaluated the performance of the Board, as a whole.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company are Mr. Sachin Agarwal, Chairman & Managing Director, Mrs. Smita Agarwal, Chief Financial Officer and Mr. Arun Kumar Gupta, Company Secretary. There has been no change in the Key Managerial Personnel during the year under report, however with effect from May 23, 2018 Mr. Anuj Nigam has joined as a Company Secretary and Compliance Officer of the Company in place of Mr. Arun Kumar Gupta.

COMMITTEES OF THE 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 of the Act and Rules, are as follows:

Name of the committee	Composition of the committee	Highlights of duties, responsibilities and activities
Audit committee	Dr. Rakesh Chandra Katiyar, Chairperson, Mr. Brij Lal Gupta, Member Mr. Krishna Das Gupta, Member Mrs. Smita Agarwal, Member (CFO) Mr. Kasiviswanathan Mukundan, Member	- All recommendations made by the committee during the year were accepted by the Board. - The Company has adopted the adopted the Higher Education Loan Policy for directors and employees to encourage employees to support higher education for their family members. - The Company also reviewed and enforced the Related Party Transaction Policy during the year.
Nomination and remuneration committee	Mr. Krishna Das Gupta, Chairperson, Mrs. Shashi Vaish, Member Mr. Brij Lal Gupta, Member Dr. Rakesh Chandra Katiyar, Member	- The Committee oversees and administers executive compensation. - All recommendations made by the committee during the year were accepted by the Board.
Stakeholders relationship committee	Dr. Rakesh Chandra Katiyar, Chairperson, Mr. Ajay Kashyap, Member Mr. Sachin Agarwal, Member Mr. Krishna Das Gupta, Member	- The Committee reviews and ensures redressal of investor grievances, ratifies share transfers, duplicate issue of certificates and transmissions. - The committee noted that no grievances of the investors have been reported during the year.
Corporate social responsibility committee	Mr. Krishna Das Gupta, Chairperson, Mrs. Shashi Vaish, Member. Mr. Alok Agarwal, Member Dr. Rakesh Chandra Katiyar, Member	- 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. Sachin Agarwal, Chairperson Mr. Krishna Das Gupta, Member Mr. Alok Agarwal, Member Mr. Ajay Kashyap, Member	- It oversees and monitors the progress of large capital expenditures and projects being implemented by the Company - It monitors and oversight all the requirements which is required for smooth establishment of Company''s new Plant, Advanced Manufacturing and Technology Centre. - 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, Member Mr. Brij Lal Gupta, Member	- Approval of sanction letters and/or borrowings at a time or by cumulative sum not exceeding Rs. 35,00,00,000 (Rupees thirty five crores) subject to fact that the Chairman of the Committee will place such approval at the subsequent meeting of the Board. - Passing of resolution(s) for opening, closing and operation of bank accounts with present bankers of the Company viz., State Bank of India, Punjab National Bank, HDFC bank, Yes Bank or any of the banks in future. - To authorise additions/deletions to the signatories pertaining to banking transactions. - To approve investment of surplus fund for an amount not exceeding Rs. 10,00,00,000 (Rupees Ten crores) as per the policy approved by Board. - To approve transactions relating to foreign exchange exposure including but not limited to forward cover and derivatives products.
		- Any approval and/or execution for day to day banking matters of the Company. - To attend to any other responsibility as may be entrusted by the Board to perform any activity within terms of reference.
Risk management committee	Dr. Rakesh Chandra Katiyar, Chairperson, Mr. Priya Ranjan Agarwal, Member Mr. Brij Lal Gupta, Member	- It makes 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, Chairperson, Mr. Alok Agarwal, Member Mrs. Smita Agarwal, Member (CFO), *Mr. Anuj Nigam, Company Secretary	- To oversee and monitor all tasks in relation to the listing of equity shares of the Company at stock exchanges.

*with effect from May 23, 2018

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) in preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with the requirements set out under Schedule III 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, 2018 and of the profit of the Company for year ended on that date;

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

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

ADOPTION OF IND AS

In accordance with the Companies (Indian Accounting Standards) Rules, 2015 the Company has adopted Ind AS for preparation of financial statements with effect from April 01, 2017.

LISTING

The Company has its equity shares listed on BSE Limited. The Company has paid listing fees for the year 2018-19. The Company has also established connectivity with both depositories, NSDL and CDSL.

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 56^th 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.,

Accordingly, the re-appointment of M/s. Walker Chandiok & Associates, Chartered Accountants, as statutory auditors, is placed for ratification to shareholders for the remaining term. In this regard, the Company has received a certificate from the auditors to the effect that if 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 2017-18 as required under Section 204 of the Companies Act, 2013 and Rules made thereunder. The secretarial audit report for FY 2017-18 in Form MR.3 forms part of the Annual Report at Annexure VI and carries no qualifications, reservations, adverse remarks or disclaimers and hence no explanations are required.

The Board has appointed M/s. Amit Gupta & Associates, Practicing Company Secretaries, as the secretarial auditor of the Company for the financial year 2018-19.

COST AUDIT

In terms of the provisions of Section 148 of the Companies Act, 2013, the Company is required to have its cost records audited by a Cost Accountant in practice. In this context, the Board has reappointed Mr. Arun Kumar Srivastava (Membership No. 10467) ofM/s. Arun & Co., Practicing Cost Accountants (Firm Registration No. 100090) on the recommendation of the Audit Committee, for the year ended on March 31, 2019, at a remuneration of Rs. 27,500 plus out of pocket expenses and GST.

Mr. Arun Kumar Srivastava has also conducted Cost Audit for past several years of the Company and has fine knowledge of the cost audit.

The Company has filed the Cost Audit Report in XBRL mode for the year ended on March 31, 2017.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future. However, attention is drawn towards statement on contingent liabilities, in the notes of financial statements.

AUDIT COMMITTEE AND VIGIL MECHANISM

The Vigil Mechanism of the Company provides a formal structure to all the directors and employees to report genuine concerns and safeguard the interests of the stakeholders of the Company. PTC''s vigil mechanism also incorporates a Whistle Blower Policy in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which includes the appointment of a Whistle Blower Officer who will look into the matter being reported, 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 or a letter to the Whistle Blower Officer or to the Chairman of the Audit Committee. The Company''s Whistle Blower policy may be accessed on the Company''s website at http://www.ptcil.com. During the year under review, no employee was denied access to Whistle Blower Officer or Audit Committee and no complaint was received.

EXTRACT OF ANNUAL RETURN

Details forming part of the extract of the Annual Return of the Company are annexed herewith as Annexure I to this Report in Form MGT 9 as per the Companies Act 2013 and Rules.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitised and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control selfassessment, continuous monitoring by functional experts as well as testing of the internal financial control systems. During the year, such controls were tested by the Statutory Auditors of the Company and no reportable material weakness in the design or operation was observed.

CREDIT RATING

The Company''s financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies as given below:

Instrument	Rating Agency	Rating	Outlook	Remarks
Term loan	India Ratings	IND BBB	Negative	Rating affirmed
Fund Based Debt	India Ratings	IND BBB / IND A2	Negative	Rating affirmed
Non Fund Based Debt	India Ratings	IND A2		Rating affirmed

RISK MANAGEMENT

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

- Ensuring 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 adequate risk management infrastructure in place capable of addressing those risks.

The policy on Risk Management may be accessed on the Company''s website at www.ptcil.com.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

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 CSR 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 a trust, viz. PTC Foundation, for the purpose of undertaking CSR activities exclusively. 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. The Company has spent Rs. 16.17 Lakhs for its CSR activities during the financial 2017-18. Details of initiatives taken by PTC Foundation during the year are covered in the Corporate Social Responsibility Report attached as Annexure IV to this Directors'' Report as per the requirement of Rule 9 of The Companies (Accounts) Rule, 2014.

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

7. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company''s has always had a very strict policy on the sexual harassment issues and has zero tolerance in this matter. Ensuring a safe environment for its women employees is a major priority for the Company and its management. The Company, in compliance with the Act, formed an Internal Compliant Committee (ICC) to deal with all the matters in relation to sexual harassment or matters incidental thereof In your Company''s legacy of more than 55 years, no instance of sexual harassment has ever been reported by any employee. During the year 2017-18 also, the Company has not received any complaints of sexual harassment.

8. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

- Details relating to deposits covered under Chapter V of the Act.

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme including Employees'' Stock Options Plan.

- The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

- Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

- No fraud has been reported by the Auditors to the Audit Committee or the Board.

ACKNOWLEDGEMENTS

The Board of Directors thank the bankers of the Company, other financial institutions, the Government of India, the State Governments and the government agencies 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

Place: Lucknow Sachin Agarwal Alok Agarwal

Date: August 13, 2018 Managing Director Director - Quality & Technical

Mar 31, 2016

DEAR MEMBERS,

The Directors are pleased to present the 53^rd Annual Report of the Company along with financial statements for the year ended 31st March 2016.

1. RESULTS OF OUR OPERATIONS

FINANCIAL HIGHLIGHTS

Table 1 gives the financial performance of the Company for the financial year 2015-16 as compared to the previous financial year.

TABLE 1 FINANCIAL HIGHLIGHTS		Rs. In Lakhs
	2015-2016	2014-2015
Revenue From Operations
Domestic Sales	2,101.90	2,444.63
Export Sales	7,435.13	7,622.91
Other Operating revenues	260.12	266.05
Total	9,797.15	10,333.59
Less: Excise Duty	228.71	256.20
Revenue From Operations (net)	9,568.44	10,077.39
Profit before Finance Cost, depreciation exceptional items and tax	1,615.15	1,905.90
Less: Finance Cost	256.32	256.30
Less: Depreciation	543.42	635.73
Profit before exceptional items and Tax	815.41	1,013.87
Exceptional items	-	159.90
Profit before Tax	815.41	853.97
Tax Expenses
Provision for taxation	167.26	256.60
Deferred tax	44.15	(25.70)
Deferred tax (earlier years)	-	(26.35)
MAT credit entitlement	(11.30)	-
Profit after Tax	615.30	649.42

OPERATING RESULTS

The Company witnessed a decline in revenue from operations by 5% to Rs. 95.68 crores from Rs. 100.77 crores in the previous year. This is primarily due to the decline in metal prices and a fall in Euro exchange rates. Further, a slowdown in domestic as well as international markets has also affected the overall sales. Additionally, 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 T Technology Centre, thereby utilizing part of its capacity for development of new products for the future.

The EBITDA as a percentage of revenue is 17% compared to 19% last year. The Profit after-tax has reduced to Rs. 6.15 crores from Rs. 6.49 crores in the previous year although as a percentage of Operating Revenue it remains stable at 6.4%.

For a detailed discussion on the Company''s financial and operating results, please refer to the Financial Performance section of the Management Discussion and Analysis Report in this Annual Report.

DIVIDEND

The Company is in the final phase of construction of its advanced manufacturing facilities in Lucknow, Uttar Pradesh which promises to revolutionize component manufacturing capabilities in the country. At this stage, substantial investment has been made i new technologies and capabilities for the new facility named Advanced Manufacturing T Technology Centre and further outlay of funds is expected for the completion and successful commercialization of this unit in the coming year. Hence, the directors do not consider it

prudent to recommend any dividend for the year ended on March 31,2016.The Company has also not transferred any amount to General Reserve during the year. An amount of Rs. 61,530,376/- is proposed to be retained in the profit and Loss Account for the year ended on March 31,2016.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As per the requirement 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 ban 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.

RELATED PARTYTRANSACTIONS

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.

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 AOC 2. me Company''s policy on related part)/ transactions may be accessed on the Company''s website at http://www.ptcil.com

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.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

T terms of the provisions of Regulation 34 read with Schedule V Part B of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s discussion and analysis is set out in this Annual Report on page53.

2. BUSINESS

NEWUNIT

With the experience and learning that PTC has acquired in the past 10 to 15 years with ReplicastÂ®, automation, robotics, CNC machining and other technologies, PTC has been working on creating a new state-of-the-art Advanced Manufacturing & Technology Centre, (AMTC) in Lucknow, India to house the most advanced technologies like ReplicastÂ®, RapidCastâ¢ and Printcastâ¢ with latest equipment and machineries. PTC is also expanding its CNC machining capabilities and is adding the latest 5-Axis and 3-Axis CNC machines to this unit. This facility shall have the added capability to produce single piece castings of up to 5,00 kgs. This new unit shall also have the capability to manufacture Titanium Castings for the first time in India.

In the first phase, the built up area for the plant shall be 150,0 square feet. With the new technologies and capabilities that have been added to this project, the total capital expenditure planned for this project is expected to be approximately Rs. 151 crores, which is proposed to be met by borrowings from banks & financial Institutions, internal accruals and raising of fresh funds through issue of equity/convertible securities.

These latest manufacturing technologies will not just improve the quality and performance or products and reduce total cost, but the entire process has been reengineered 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 ''green¹, 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. are also being employed in the new plant.

SUBSIDIARY

The Company has only one subsidiary, viz. Modrany Power & PTC Piping Systems Private Limited. The subsidiary Company is formed by entering into a Joint Venture with Modrany Power, a.s., a leading Czech producer and supplier of piping systems for the power industry. ye subsidiary had been formed 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 byany 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.

The Board assessed the progress of the subsidiary in its meeting held on August 12, 2016 and in view of no reasonable business prospects arising for the joint venture in the near future, the board has resolved to propose closure of the subsidiary company and has authorized the management to take all necessary steps in this regard.

RESEARCH AND DEVELOPMENT

During the year, the Company has continued to work under the Technology Development and Demonstration Programme (TDDP) for development and commercialization of the RapidCastâ¢ technology for manufacture of stainless steel castings of weight up to 5,000 kilograms, se 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. .he timeline for this project has been extended to coincide with the commissioning of the AMTC plant, and it is now expected to be commissioned within 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 0s commitment to quality. During the year, it continued to adhere to international quality standard certifications such as ISO 9001:2008, PED (Pressure Equipment directive), dJV WO MERKBLATT and various Marine Classification Approvals.

Health and safety continues to be the first priority at PTC, and immense importance is placed on safety and reliability of production facilities. The Management believes that involvement of every employee is vital to a injury, hazard and accident free workplace. The principles of health and safety are under constant review and continuous improvement to ensure compliance with international standards. The foundations for a quality-centric work culture have been laid down with the employees'' involvement thereby ensuring a good work environment. Proper equipment has been installed to extract dust, smoke and smell which makes the environment clean and healthy. It is the responsibility of every employee to ensure safety for themselves and those around them, as well as having the right to intervene in a situation where work may be performed in an unsafe manner.

The Company believes in efficient management of its operations to minimize the impact on the environment to preserve it for the present and future generations. Hence, it believes in continuous improvement in its operations and its products through adoption of more efficient and environmentally friendly processes. The new Advanced Manufacturing &Technology Centre has been designed keeping in mind the key principles of the company for environmental preservation and protection. It shall focus significantly on improving the efficiency of the operations through implementation of innovative technologies, and the use of global best practices to minimize its impact on the environment. Further, PTC also aims to contribute positively to the communities around or near its operations by participating actively in development activities and community initiatives.

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

AWARDS & RECOGNITIONS

Over the years, PTC has been awarded man)/ awards, one of which was also the first prize in exports by the Government of Uttar Pradesh for exemplary performance in the area of exports in the engineering industry from the state.

The Company was featured as a leading manufacturing facility in Uttar Pradesh in a documentary tele cast on Times Now and ET Now. PTC''s state of the art facilities and

high level of technology were recognized as was its commitment become the leading manufacturer of high integrity cast components across the world.

During the year, the Company was also privileged to be judged the runner up for the ''Technology & Innovation Award¹ by one its most esteemed customers, Rolls Royce (Marine).

Our managing director, Mr. Sachin Agarwal was also felicitated with the ''Gomti Gaurav¹ award by the Honourable Governer of Uttar Pradesh, Shri Ram Naikfor his contribution to the industry/ in Uttar Pradesh.

3. HUMAN RESOURCE MANAGEMENT

The efficiency of its workers is a key priority for the Company as it moves towards larger capacities and greater capabilities. With the

AMTCplantin its final stages of installation and commissioning, PTC has begun to focus even more on business process optimization, efficiency improvement and cost reduction. Certain administrative and organizational changes may also be needed with the initiation of operations in the new plant.

The Company also regularly undertakes both internal and external training programs and seminars in varied fields relating to management, operations, finance and technology to ensure that its employees competencies are constantly updated to meet PTC''s current and future business needs. Employees are encourages to constantly learn about technological developments in the industry and novel approaches adopted by others in the world to update their knowledge and skills.

Cross-functional training and skill development is constantly encouraged. Traditionally, the Company pays attention to the development of training resources with the aim to accumulate and spread knowledge within the Company and to develop employees'' educational and training base at the level of international standards.

Communication isan important element of PTC''s overall human resource principles. Effective communication channels are maintained for meaningful interactions between the management and staff. Innovation is encouraged by giving the employees just enough structure and support to help them navigate uncertainty and tapping into their own creative process without stifling it.

The management at PTC is committed to its dictum of innovation and regularly demonstrates this intent with its words and actions, ."his 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(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has teen given at Annexure IV of this report.

During the year, Mr. Narayanan Shadagopan, Nominee Director of the Company resigned from the directorship of the Company. In place of him, Mr. Kasiviswanathan Mukundan was nominated as the Nominee Director on the Board of the Company by the foreign investors. In this context, Mr Kasiviswanathan Mukundan''s regularization as a Nominee Director is proposed in the accompanying 53^rd Annual General Meeting Notice. He is only eligible for sitting fees for attending Board Meetings and Audit Committee meeting of the Company and other out of pocket expenses duly made for attending meetings of Board or Audit Committee thereof. The Board on the recommendation of Nomination and Remuneration Committee has formed the Remuneration Policy which can be accessed on the Company''s website www.ptcil.com.

Your Company, in compliance with section 178(1) of the Companies Act, 2013 read with The 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 qualifications, positive attributes, independence of a director and other matters.

DECLARATION BY INDEPENDENT DIRECTORS

As per the requirement 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 Regulation 25 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

BOARD EVALUATION

INDUCTIONS

Mr. Kasiviswanathan Mukundan was inducted on the Board of the Company with effect from February 9,2016. Mr. Kasiviswanathan Mukundan is nominated by the foreign investors pursuant to the Shareholders'' Agreement with the Company. Mr. Kasiviswanathan Mukundan''s educational qualifications are B.Tech and Master in Financial Management and he has more than 23 years of experience in varied positions in the industry/.

The directors seek the shareholders'' support in confirming the appointment of Mr. Kasiviswanathan Mukundan as Nominee Director in the ensuing 53Â° Annual General Meeting of the Company.

REAPPOINTMENTS

As per the provisions of the Companies Act, 2013, Mr. Priya Ranjan Agarwal retires at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. Mr. Priya Ranjan Agarwal is a whole-time director of the Company and looks after marketing and heavy engineering operations of the Company. He has all the requisite skills, experience and knowledge for this role and the directors recommend his re-appointment, as proposed in the notice of the 53nd Annual General Meeting.

On the recommendation of the Nomination and Remuneration Committee, the Board, at its meeting resolved to approve an nominal revision in remuneration and perquisites payable to Mr. Satish Chandra Agarwal, Whole Time Director, designated as Chairman, Mr. Alok Agarwal, Whole Time Director, designated as Director (Quality &Technical) and Mr. Priya Ranjan Agarwal, Whole Time Director, designated as Director (Marketing), subject to the approval of the shareholders in the ensuing Annual General Meeting. Te resolution along with Explanatory Statement is annexed to the Notice for convening 53^rd Annual General Meeting. Their association with the Company is of immense importance in view of the Company''s setting up of the Advanced Manufacturing &Technology Center.

RETIREMENTS AND RESIGNATIONS

Mr. Narayanan Shadagopan, Nominee Director of the Company, nominated by the foreign investors resigned from the directorship of the Company with effect from November 8,2015..he Board places on record 0s sincere appreciation for Mr. Shadagopan''s commitment and positive contributions during his association with the Company.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company are Mr. Sachin Agarwal, Managing Director, Mr. Alok Agarwal, Director (Quality & Technical), Mr. Priya Ranjan Agarwal, Director (Marketing), Mrs. Smita Agarwal, Chief Financial Officer and Mr. Arun Kumar Gupta, Company Secretary. During the year, there has been no change in the Key Managerial Personnel.

COMMITTEES OFTHE BOARD

Name of the committee	Composition of the committee	Highlights of duties, responsibilities and activities
Audit committee	Dr. Rakesh Chandra Katiyar, Chairperson, Mr. Brij Lal Gupta, Member Mr. Krishna Das Gupta, Member Mrs. Smita Agarwal, Member (CFO) Mr. Kasiviswanathan Mukundan, Member* Mr. Narayanan Shadagopan, Member^**	- - -	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, Mrs. Shashi Vaish, Member Mr. Brij Lal Gupta, Member Dr. Rakesh Chandra Katiyar, Member	- - -	The Committee oversees and administers executive compensation. All recommendations made by the committee during the year were accepted by the Board. The Committee has recommended Nomination and Remuneration Policy which was subsequently approved by Board.
Stakeholders relationship	Dr. Rakesh Chandra Katiyar,	-	The Committee reviews and ensures redressal of investor
committee	Chairperson, Mr. Ajay Kashyap,		grievances, ratifies share transfers, duplicate issue of certificates
	Member		and transmissions.
	, Mr. Sachin Agarwal, Member	-	The committee noted that no grievances of the investors have
	Mr. Krishna Das Gupta, Member		been reported during the year.
Corporate social	Mr. Krishna Das Gupta,	-	The Board as laid down the Company''s policy on Corporate
responsibility committee	Chairperson,		Social Responsibility (CSR).
	Mrs. Shashi Vaish, Member	-	The CSR policy is available on Company website, www.ptcil.com
	Mr. Alok Agarwal, Member
	Dr. Rakesh Chandra Katiyar,
	Member
Project monitoring and	Mr. Satish Chandra Agarwal,	-	It oversees and monitors the progress of large capital
environment committee	Chairperson, Mr. Sachin Agarwal,		expenditures and projects being implemented by the Company
	Member	-	It monitors and oversight all the requirements which is required
	Mr. Krishna Das Gupta, Member		for smooth establishment of Company''s new Plant, Advanced
	Mr. Alok Agarwal, Member		Manufacturing and Technology Centre.
	Mr. Narayanan	-	It also assesses the impact of the operations of the Company on
	Shadagopan**,Member Mr. Ajay		the environment and initiates steps for the identification of
	Kashyap, Member		potential issues and provision of support in setting a direction
			for improvements.
Banking committee	Mr. Sachin Agarwal, Chairperson,	-	Approval of sanction letters and/or borrowings at a time or by
	Mr. Alok Agarwal, Member		cumulative sum not exceeding Rs. 35,00,00,000 (Rupees thirty
	Mr. Brij Lal Gupta, Member		five crores) subject to fact that the Chairman of the Committee
			will place such approval at the subsequent meeting of the
			Board.
		-	Passing of resolution(s) for opening, closing and operation of
			bank accounts with present bankers of the Company viz., State
			Bank of India, Punjab National Bank, HDFC bank, Yes Bank or any
			of the banks in future.

		-	To authorize additions/deletions to the signatories pertaining to banking transactions.
		-	To approve investment of surplus fund for an amount not exceeding Rs. 10,00,00,000 (Rupees Ten crores) as per the policy approved by Board.
		-	To approve transactions relating to foreign exchange exposure including but not limited to forward cover and derivatives products.
		-	Any approval and/or execution for day to day banking matters of the Company.
		-	To attend to any other responsibility as may be entrusted by the Board to perform any activity within terms of reference.
Risk management	Dr. Rakesh Chandra Katiyar,	-	It makes recommendations to the Board to manage the risk of
committee	Chairperson, Mr. Priya Ranjan Agarwal, Member Mr. Brij Lal Gupta, Member	-	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, Chairperson, Mr. Alok Agarwal, Member Mrs. Smita Agarwal, Member (CFO), Mr. Arun Kumar Gupta, Member (General Manager (Finance), Compliance Officer and Company Secretary)	-	To oversee and monitor all tasks in relation to the listing of equity shares of the Company at stock exchanges.

Note: the Committees of the Board were reconstituted during the year under report in the meeting of Board held on June 25, 2015.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) in preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with the requirements set out under Schedule III 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 31,2016 and of the profit of the Company for year ended on that date;

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

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

LISTING

The Company has its equity shares listed on BSE Limited.

The Company has paid listing fees for the year 2016-17.

The Company has also established connectivity with both depositories, NSDL and CDSL.

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) of The Companies (Audit & Auditors) Rules, 2014.,

Accordingly, the re-appointment of M/s. Walker Chandiok & Associates, Chartered Accountants, as statutory auditors, is placed for ratification to shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if 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 2015-16 as required under Section 204 of the Companies Act, 2013 and Rules made there under, re secretarial audit report for FY 2054-16 i n Form MR.3 forms part of the Annual Report at Annexure VI and carries no qualifications, reservations, adverse remarks or disclaimers and hence no explanations are required.

The Board has appointed M/s. Amit Gupta & Associates, Practicing Company Secretaries, as the secretarial auditor oftheCompanyforthefinancialyear2016-17.

COST AUDIT

In terms of the provisions of Section 148 of the Companies Act, 2013, the Company is required to have its cost records audited by a Cost Accountant in practice. In this context, the Board has reappointed Mr. Arun Kumar Srivastava (Membership No. 10467) of M/s. Arun & Co., Practicing Cost Accountants (Firm Registration No. 100090) on the recommendation of the Audit Committee, for the year ended on March 31, 2017, at a remuneration of Rs. 27,500 plus out of pocket expenses and service tax.

Mr. Arun Kumar Srivastava hasalso conducted CostAudit for past several years of the Company and has fine knowledge ofthe cost audit.

The Company has filed the Cost Audit Report in XBRL mode for the year ended on March 31, 2015 on September30,2015.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future. However, attention is drawn towards statement on contingent liabilities, i n the notes of financial statements.

AUDIT COMMITTEE ANDVIGILMECHANISM

Pursuant to requirement of section 177(1) of Companies Act, 2013 read with Rule 6 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has already formed the Audit Committee, composition of which is covered under Corporate Governance report section of this Annual Report. To primary objective of the Audit Committee is to monitor and provide effective supervision of the financial reporting process of the Company, and to ensure proper and timely disclosures maintaining transparency and integrity for the shareholders.

The Vigil Mechanism of the Company provides a formal structure to all the directors and employees to report genuine concerns and safeguard the interests of the stakeholders of the Company. PTC''s vigil mechanism also incorporates a Whistle Blower Policy in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which includes the appointment of a Whistle Blower Officer who will look into the matter being reported, 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 or a letter to the Whistle Blower Officer or to the Chairman of the Audit Committee. Te Company''s Whistle Blower policy may be accessed on the Company''s website at http://www.ptcil.conn. During the year under review, no employee was denied access to Whistle Blower Officer or Audit Committee and no compliant was received.

EXTRACT OF ANNUAL RETURN

Details forming part of the extract of the Annual Return of the Company are annexed herewith as Annexure I to this Report in Form MGT 9 as pier the Companies Act 2013 and Rules.

INTERNAL FINANCIAL CONTROLS

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

RISKMANAGEMENT

PTC aims to have a formalized 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 activities.

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

-Ensuring 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 adequate risk management infrastructure in place capable of addressing those risks.

The policy on Risk Management may be accessed on the Company''swebsiteatwww.ptcil.com

5. CORPORATE SOCIAL RESPONSIBILITY

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. Tie 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 there under. 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 a Trust, viz. PTC Foundation, in the previous year for the purpose of undertaking CSR activities exclusively. 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 Rs.21.13 Lakhs for its CSR activities during the financial 2015-16, Detailed initiatives taken by PTC Foundation during the year are covered in the Corporate Social Responsibility Report attached as Annexure V to this Directors'' Report as pier the requirement of Rule 9 of The Companies (Accounts) Rule,2014.

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

7. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company''s has always had a very strict policy on the sexual harassment issues and has zero tolerance in this matter. Ensureing a safe environment for its women employees is a major priority for the Company and its management. The Company, in compliance with the Act, formed an Internal Compliant Committee (ICC) to deal with all the matters in relation to sexual harassment or matters incidental thereof. In your Company''s legacy of more than 53 years, no instance of sexual harassment has ever been reported by any employee. During the year 2015-16 also, the Company has not received any complaints of sexual harassment.

ACKNOWLEDGEMENTS

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 Alok Agarwal

Date: May 28,2016 Managing Director Director-Quality&Technical

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 ReplicastÂ®, 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 ReplicastÂ® and RapidCastÂ 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 RapidCastÂ 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 ReplicastÂ® and RapidCastÂ 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 RapidCastÂ 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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