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PTC Industries Ltd.

BSE: 539006 Sector: Engineering
NSE: N.A. ISIN Code: INE596F01018
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NSE 05:30 | 01 Jan PTC Industries Ltd
OPEN 414.00
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VOLUME 155
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P/E 26.20
Mkt Cap.(Rs cr) 195
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Sell Qty 0.00
OPEN 414.00
CLOSE 393.75
VOLUME 155
52-Week high 654.70
52-Week low 261.05
P/E 26.20
Mkt Cap.(Rs cr) 195
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

PTC Industries Ltd. (PTCINDS) - Director Report

Company director report

DEAR MEMBERS

Your Directors are pleased to present the 53rd Annual Report of the Companyalong with financial statements for the year ended 31 st March 2016.

1. RESULTS OF OUR OPERATIONS

FINANCIAL HIGHLIGHTS

Table 1 gives the financial performance of the Company for the financial year2015-16 as compared to the previous financial year.

TABLE 1 FINANCIAL HIGHLIGHTS RS. IN LAKHS
2015-2016 2014-2015
Revenue From Operations
Domestic Sales 2101.90 2444.63
Export Sales 7435.13 7622.91
Other Operating revenues 260.12 266.05
Total 9797.15 10333.59
Less: Excise Duty 228.71 256.20
Revenue From Operations (net) 9568.44 10077.39
Profit before Finance Cost depreciation exceptional items and tax 1615.15 1905.90
Less: Finance Cost 256.32 256.30
Less: Depreciation 543.42 635.73
Profit before exceptional items and Tax 815.41 1013.87
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 tty 5% to Rs. 95.68 croresfrom Rs. 100.77 crores in the previous year. This is primarily due to the decline in metalprices and a fall in Euro exchange rates. Further a slowdown in domestic as well asinternational markets has also affected the overall sales. Additionally the Company hasbeen using part of its capacity for trials and research for the new technologies thatshall be introduced in its new manufacturing facility the Advanced Manufacturing TTechnology Centre thereby utilizing part of its capacity for development of new prod uctsfor the future.

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

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

DIVIDEND

The Company is in the final phase of construction of its advanced manufacturingfacilities in Fucknow Uttar Pradesh which promises to revolutionize componentmanufacturing capabilities in the country. At this stage substantial investment has beenmade

i new technologies and capabilities for the new facility named Advanced Manufacturing TTechnology Centre and further outlay of funds is expected for the completion andsuccessful commercialization of this unit in the coming year. Flence the directors do notconsider it

prudent to recommend any dividend for the year ended on March 312016.The Company hasalso not transferred any amount to General Reserve during the year. An amount of Rs.61530376/- is proposed to be retained in the prof t and Loss Account for the year endedon March 312016.

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 givenor securities

provided along with the purpose for which the loan or guarantee or security is proposedto be utilized by the recipient are provided in the standalone financial statements onpage number 132 & 133. The Company i s in compliance with the limits as prescribedunder Section 186 of Companies Act 32013 read with rule 11 of the Companies (Meeting ofBoard and it Powers) Rules 2014.

RELATED PARTYTRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis.

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

Particulars of contracts or arrangements with related parties referred to in section188(1) of the Companies Act 2013 are presented in Annexure III to the Directors' Reportin Form AOC 2. The Company's policy on related part)/ transactions may be accessed on theCompany's website at http://www.ptcil.com.

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

No material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company.

MANAGEMENT'S 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 Reguirements) Regulations 2015 the Management'sdiscussion 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 withReplicast automation robotics CNC machining and other technologies PTC has beenworking on creating a new state-of-the-art Advanced Manufacturing & Technology Centre(AMTC) in Lucknow India to house the most advanced technologies like ReplicastRapidCast™ and Printcast™ with latest eguipment and machineries. PTC is alsoexpanding its CNC machining capabilities and is adding the latest 5-Axis and 3-Axis CNCmachines to this unit. This facility shall have the added capability to produce singlepiece castings of up to 500 kgs. This new unit shall also have the capability tomanufacture Titanium Castingsforthefirsttimein India.

In the first phase the built up area for the plant shall be 1500 sguare feet. Withthe new technologies and capabilities that have been added to this project the totalcapital expenditure planned for this project is expected to be approximately Rs. 151crores which is proposed to be met by borrowings from banks & financial Institutionsinternal accruals and raising of fresh funds through issue of eguity/convertiblesecurities.

These latest manufacturing technologies will not just improve the quality andperformance or products and reduce total cost but the entire process has beenreengineered to make it more green and reduce or eliminate wastage at every stage of themanufacturing process. Considerable improvements in productivity have been kept in mindand automation and robot- assisted manufacturing has been employed which further increasesthe consistency and reliability of the process. Beside the manufacturing process being'green1 the entire building shall also be a green building with solar panelson the roof of the building. Other energy efficient measures like rain-water harvestingwaste heat recovery recycling and reclamation of direct and indirect materials etc. arealso being employed in the new plant.

SUBSIDIARY

The Company has only one subsidiary viz. Modrany Power & PTC Piping SystemsPrivate Limited. The subsidiary Company is formed by entering into a Joint Venture withModrany Power a.s. a leading Czech producer and supplier of piping systems for the powerindustry. The 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 financialinformation of its subsidiary prepared in compliance with applicable Accounting Standards.

The Company will make available the annual report of subsidiary Company upon requestbyany shareholder of the Company interested in obtaining the same.

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

Statement containing salient features of financial statements of subsidiary as requiredunder 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 AOC1.

The Board assessed the progress of the subsidiary in its meeting held on August 122016 and in view of no reasonable business prospects arising for the joint venture in thenear future the board has resolved to propose closure of the subsidiary company and hasauthorized the management to take all necessary steps in this regard.

RESEARCH AND DEVELOPMENT

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

During the year the Company has continued to work under theTechnology Development andDemonstration Programme (TDDP) for development and commercialization of theRapidCast™ technology for manufacture of stainless steel castings of weight up to5000 kilograms. The Company has been conducting several trials in this project and areview of the progress was also carried out during the year by the Project ReviewCommittee appointed by DSIR. The timeline for this project has been extended to coincidewith the commissioning of the AMTC plant and it is now expected to be commissioned withinthis year.

QUALITY AND SAFETY

The Company continues to accord high priority to quality safety trainingdevelopment health and environment. It has always sought to deliver value to itscustomers through its commitment to quality. During the year it continued to adhere tointernational quality standard certifications such as ISO 9001:2008 PED (PressureEquipment directive) TUV WO MERKBLATT and various Marine Classification Approvals.

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

The Company believes in efficient management of its operations to minimize the impacton the environment to preserve it for the present and future generations. Hence itbelieves in continuous improvement in its operations and its products through adoption ofmore efficient and environmentally friendly processes. The new Advanced Manufacturing&Technology Centre has been designed keeping in mind the key principles of the

company tor environmental preservation and protection. It shall focus significantly onimproving the efficiency of the operations through implementation of innovativetechnologies and the use of global best practices to minimize its impact on theenvironment. Further PTC also aims to contribute positively to the communities around ornear its operations by participating actively in development activities and communityinitiatives.

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

AWARDS & RECOGNITIONS

Over the years PTC has been awarded many awards one of which was also the first prizein exports by the Government of Uttar Pradesh for exemplary performance in the area ofexports in the engineering industry from the state.

The Company was featured as a leading manufacturing facility in Uttar Pradesh in adocumentary telecastonTimes Nowand ETNow. PTC's state of the art facilities and high levelof technology were recognized as was its commitment become the leading manufacturer ofhigh 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 RollsRoyce (Marine).

Our managing director Mr. Sachin Agarwal was also felicitated with the 'Gomti Gaurav1award by the Honourable Governerof Uttar Pradesh Shri Ram Naikfor his contribution to theindustry/ in Uttar Pradesh.

3. HUMAN RESOURCE MANAGEMENT

PTC believes that its primary asset is its team of highly motivated and dedicatedemployees which shall be the seed for the Company's holistic growth and prosperity. Henceand the development of its workforce is intrinsic to its growth and progress.

The efficiency of its workers is a key priority for the Company as it moves towardslarger capacities and greater capabilities. With the AMTCpIantin its final stagesofinstallation and commissioning PTC has begun to focus even more on business processoptimization efficiency improvement and cost reduction. Certain administrative andorganizational changes may also be needed with the initiation ofoperationsinthe new plant.

The Company also regularly undertakes both internal and external training programs andseminars in varied fields relating to management operations finance and technology toensure that its employees competencies are constantly updated to meet PTC's current andfuture business needs. Employees are encourages to constantly learn about technologicaldevelopments in the industry/ ad novel approaches adopted by others in the world to updatetheir knowledge and skills.

Cross-functional training and skill development is constantly encouraged.Traditionally the Company pays attention to the development of training resources withtheaimtoaccumulateand spread knowledge withinthe 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 themanagement and staff. Innovation is encouraged by giving the employees just enoughstructure and supportto help them navigate uncertainty and tapping into their own creativeprocess without stifling it.

The management at PTC is committed to its dictum of innovation and regularlydemonstrates this intent with its words and actions. This active participation enablesthem to spot inflection points that may be missed by their staff and also gives them adeeper intuition when it's time to take a decision. Apart from regular interaction themanagement provides ample opportunities for inventive thoughts to come forward throughexclusive pages and time devoted to creative and innovative thinking in our in-housemagazine and office functions.

PARTICULARS OF EMPLOYEES

The disclosure as required under the provisions of Section 197 (12) of the CompaniesAct 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 has teen given at Annexure IV of this report.

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

4. CORPORATE GOVERNANCE

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

NUMBER OF MEETINGS OFTHE BOARD

The Board met five times during the financial year the details of which are gin in theCorporate Governance

Report that forms part of this Annual Report. The intervening gap between any twomeetings was within the period prescribed by the Companies Act 2013 and SEBI (ListingObligations and Disclosure Reguirements) Regulations2015.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company seeks to maintaining appropriate mix of executive and independent directorsin order to maintain the independence of the Board and segregate the functions ofgovernance and management. The Board consists of felly qualified individuals from diversebackgrounds with wide experience in business education finance and public service. As atyear end the Board consists of 10 directors four of whom are Wholetime directors fiveare I ^dependent directors and one is a Nominee director.

During the year Mr. Narayanan Shadagopan Nominee Director of the Company resignedfrom the directorship ofthe Company. In place of him Mr. Kasiviswanathan Mukundan wasnominated as the Nominee Director on the Board of the Company by the foreign investors. Inthis context Mr. Kasiviswanathan Mukundan's regularisation as a Nominee Director isproposed in the accompanying 53rd Annual General Meeting Notice. He is onlyeligible for sitting fees for attending Board Meetings and Audit Committee meeting of theCompany and other out of pocket expenses duly made for attending meetings of Board orAudit Committee thereof. The Board on the recommendation of Nomination and RemunerationCommittee has formed the Remuneration Policy which can be accessed on the Company'swebsite www.ptcil.com.

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

Appointment and the remuneration of Board members key managerial personnel or onelevel below the Board level is fixed on the basis of the recommendation ofthe Nominationand Remuneration Committee made to the Board which may ratify them with or withoutmodifications. Disclosures pursuant to the reguirements of section 197(12) read with Rule5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014have been made in Annexure IVof this Board Report.

DECLARATION BY INDEPENDENT DIRECTORS

As per the requirement of section 149(7) -the Company has received a declaration fromevery Independent Director that he or she meets the criteria of independence as laid downunder section 149(6) read with rule 5 of the Companies (Appointment and Qualification ofDirectors) Rule 2014 and Regulation 25 of the SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015.

BOARD EVALUATION

Pursuant to the requirement of the Companies Act 2013 a formal annual evaluationneeds to be made by the Board of its own performance and that of its committees andindividual directors. The Act states that the performance evaluation of the independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated.

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by tbie Board as explained underthe Corporate Governancesection of this Annual Report. In a separate meeting of independent Directors performanceof fcn-independent directors was evaluated. Nomination and Remuneration Committee of theBoard has also evaluate performance of the Board as a whole.

INDUCTIONS

Mr. Kasiviswanathan Mukundan was inducted on the Board of the Company with effect fromFebruary 92016. Mr. Kasiviswanathan Mukundan is nominated by the foreign investorspursuant to the Shareholders' Agreement with the Company. Mr. Kasiviswanathan Mukundan'seducational qualifications are B.Tech and Master in Financial Management and he has morethan 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 53rcl AnnualGeneral Meeting ofthe Company.

REAPPOINTMENTS

As per the provisions of the Companies Act 2013 Mr. Priya Ranjan Agarwal retires atthe forthcoming Annual General Meeting and being eligible offers himself forreappointment. Mr. Priya Ranjan Agarwal is a whole-time director of the Company and looksafter marketing and heavy engineering operations ofthe Company. He has all the requisiteskills experience and knowledge for this role and the directors recommend hisre-appointment as proposed in the notice of the 53nd Annual General Meeting.

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

RETIREMENTS AND RESIGNATIONS

Mr. Narayanan Shadagopan Nominee Director of the Company nominated by the foreigninvestors resigned from the directorship ofthe Company with effect from November 82015.06Board places on record its sincere appreciation for Mr. Shadagopan's commitment andpositive contributions during his association with the Com pan;/.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 ofthe Companies Act 2013 the Key Managerial Personnel oftheCompany are Mr. S^^chin Agarwal Managing Director Mr. Alok Agarwal Director (Quality& Technical) Mr. Priya Ranjan Agarwal Director (Marketing) Mrs. Smita AgarwalChief Financial Officer and Mr. Arun Kumar Gupta Company Secretary. During the yearthere has been no change in the Key Managerial Personnel.

COMMITTEES OFTHE BOARD

Currently the Board has 8 (eight) committees. A detailed note on the Board and itscommittees is provided in the

Corporate Governance Report section of this Annual Report. The composition of thecommittees and compliances as per applicable provisions of the Act and Rules are asfollows:

Name of the committee Composition of the committee Highlights of duties responsibilities and activities
Audit committee Dr. Rakesh Chandra Katiyar Chairperson • Allrecommendations made by the committee during the year were accepted by the Board.
Mr. Brij Lal Gupta Member Mr. Krishna Das Gupta Member Mrs. Smita Agarwal Member • The Company has adopted the Whistle Blower Mechanism for directors and employees to report concerns about unethical behavior actual or suspected fraud.
(CFO) • The Company has formed the Related Party Transaction Policy.
Mr. Kasiviswanathan Mukundan
Member*
Mr. Narayanan Shadagopan Member**
Nomination and remuneration committee Mr. Krishna Das Gupta Chairperson Mrs. Shashi • The Committee oversees and administers executive compensation.
Vaish Member Mr. Brij Lal Gupta Member • Allrecommendations made by the committee during the year were accepted by the Board.
Dr. Rakesh Chandra Katiyar Member • 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 • Itmonitors 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 the environment and initiates steps for the identification of potential issues and provision of support in setting a direction for improvements.
Shadagopan**Member Mr. Ajay
Kashyap Member
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. 350000000 (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.
• Toauthorise additions/deletions to the signatories pertaining to banking transactions.
• Toapprove investment of surplus fund for an amount not exceeding Rs. 100000000 (Rupees Ten crores) as per the policy approved by Board.
• Toapprove 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.
• Toattend 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 • 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 affair 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) • Tooversee and monitor all tasks in relation to the listing of equity shares of the Company at stock exchanges.
Mr. Arun Kumar Gupta Member (General Manager (Finance) Compliance Officer and Company Secretary)

Note: the Committees of the Board were reconstituted during the year under report inthe 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 theDirectors confirm that:

(a) in preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards read with the requirements set out under Schedule IIl ofthe 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 madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year ended on March312016 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 andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing 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 andthat such internal financial controls are adequate and are operating effectively to thebest of their knowledge and ability;and

(f) the Directors have devised proper systems to ensure compliance with the provisionsof 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 NSDLand CDSL.

4. AUDITORS STATUTORY AUDITORS

The statutory auditors of the Company M/s Walker Chandiok & Associates CharteredAccountants were appointed as statutory auditors of the Company in the 51st Annual GeneralMeeting of the Company to hold office until the conclusion of the 56th Annual GeneralMeeting subject to ratification of such appointment at every Annual General Meeting inaccordance with the provisions of section 139 of the Companies Act 2013 reads with Rule3(7) ofThe Companies (Audit & Auditors) Rules 2014.

Accordingly the re-appointment of M/s. Walker Chandiok & Associates CharteredAccountants as statutory auditors is placed for ratification to shareholders. In thisregard the Company has received a certificate from the auditors to the effect that if7they are re-appointed it would be in accordance with the provisions of Section 141 oftheCompanies Act 2013.

The notes referred to by the auditors in their reports are self-explanatory and hencedo not require any explanation. The Auditors' Report does not contain any qualificationreservation

or adverse remark.

SECRETARIAL AUDITOR

M/s Amit Gupta & Associates Practicing Company Secretaries were appointed assecretarial auditors of the Company for the year 2015-16 as required under Section 204 ofthe Companies Act 2013 and Rules made thereunder. The secretarial audit report for FY2054-16 i n Form MR.3 forms part of the Annual Report at Annexure VI and carries noqualifications reservations adverse remarks or disclaimers and hence no explanations arerequired.

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

COST AUDIT

In terms of the provisions of Section 148 of the Companies Act 2013 the Company isrequired to have its cost records audited bya Cost Accountant in practice. In thiscontext the Board has reappointed Mr. Arun Kumar Srivastava (Membership No. 10467) ofM/s. Arun & Co. Practicing Cost Accountants (Firm Registration No. 100090) on therecommendation of the Audit Committee for the year ended on March 31 2017 at aremuneration of Rs. 27500 plus out of pocket expenses and service tax.

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

The Company has filed the Cost Audit Report in XBRL mode for the year ended on March31 2015 on September302015.

SIGNIFICANT AND MATERIAL ORDERS

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

AUDIT COMMITTEE ANDVIGILMECHANISM

Pursuant to requirement of section 177(1) of Companies Act 2013 read with Rule 6 ofthe Companies (Meeting of Board and its Powers) Rules 2014 and Regulation 18 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasalready formed the Audit Committee composition of which is covered under CorporateGovernance report section of this Annual Report te primary objective of the AuditCommittee is to monitor and provide effective supervision of the financial reportingprocess of the Company and to ensure proper and timely disclosures maintainingtransparency and integrity for the shareholders.

The Vigil Mechanism of the Company provides a formal structure to all the directors andemployees to report genuine concerns and safeguard the interests of the stakeholders ofthe Company.PTC's vigil mechanism also incorporates a Whistle Blower Policy in terms ofthe SEBI (Listing Obligations and Disclosure Reguirements) Regulations 2015 whichincludes the appointment of a Whistle Blower Officer who will look into the matter beingreported conduct detailed investigation and take appropriate disciplinary action.Protected disclosures can be made by a whistle blower through an e-mail or dedicatedtelephone lineora letter to the Whistle Blower Officer or to the Chairman of the AuditCommittee. The Company's Whistle Blower policy may be accessed on the Company's website athttp://www.ptcil.com. During the year under review noemployee was denied access to Whistle Blower Officer or Audit Committee and no compliantwas received.

EXTRACT OF AN N UAL RETU RN

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

INTERNAL FINANCIAL CONTROLS

The Company has in place adeguate internal financial controls with reference tofinancial statements. During the year such controls were tested by the Statutory Auditorsof the Company and no reportable material weakness in the design or operation wasobserved.

RISKMANAGEMENT

PTC aims to have a formalised and systematic approach for managing risks across theCompany. It encourages knowledge and experience sharing in order to increase transparencyon the key risks to the Company to the extent possible .his approach increases riskawareness and ensures proper management of risks as part of the dailymanagementactivities.

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

• Reviewing and approving the Company's Risk Management Policy so that it isconsistent with the Comnanv's objectives: and

• Ensuring that all the risks that the Company faces such as strategicoperational financial compliance and other risks are identified and assessed and thereis 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

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

The Company has introduced several initiatives for risk management including theintroduction of audit functions and processes to identify and create awareness of risksoptimal risk mitigation and efficient management of internal control and assuranceactivities.

5. CORPORATE SOCIAL RESPONSIBILITY

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

As per the Companies Act 2013 all companies with a net worth of Rs. 100 crore ormore or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more duringany 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 ofwhom should be an independent director and such company shall spend at least 2% of theaverage net profits of the company's immediately preceding three financial years on CSRactivities. The Company has duly constituted a Corporate Social Responsibility (CSR)Committee pursuant to the requirement of Section 135(0 of Companies Act 2013 and theRules made thereunder. On the recommendation of C^SR committee the Board has approved theCorporate Social Responsibility Policy which is available on the company's website www.ptcil.com.

The Company has formed aTrust viz. PTC Foundation in the previous year for thepurpose of undertaking CSR activities exclusively. PTC Foundation shall work along withthe Board and the CSR committee in order to identify and implement CSR initiatives of theCompany. Key CSR initiatives of the Company focus for providing primary and secondaryeducation supporting technical learning institutes empowering women improving healthand sanitation facilities and promoting Indian art and culture."^^eCompan;/has spentRs.21.13 Lakhs for its CSR activities during the financial 2015-16 Detailed initiativestaken by PTC Foundation during the year are covered in the Corporate Social ResponsibilityReport attached as Annexure V to this Directors' Report as pier the requirement of Rule 9ofThe Companies (Accounts) Rule2014.

6. CONSERVATION OF ENERGY TECHNOLOGY

ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of conservation of fnergy technology absorption foreign exchange earnings andoutgo in accordance with the Section 134 (3) (m) of the Companies Act 2013 read with Rule8 ofThe Companies (Accounts) Rules 2014 are annexed to the Directors' Reportin AnnexureVII.

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

The Company's has always had a very strict policy on the sexual harassment issues andhas zero tolerance in this matter. Ensureing a safe environment for its women employees isa major priority for the Company and its management.The Company in compliance with theAct formed an Internal Compliant Committee (ICC) to deal with all the matters in relationto sexual harassment or matters incidental thereof. In your Company's legacy of more than53 years no instance of sexual harassment has ever been reported by any employee. Duringthe year 2015-16 also the Company has not received any complaints of sexual harassment.

ACKNOWLEDGEMENTS

The Board of Directors thank the bankers of the Company other financial institutionsthe Government of India the State Governments and the government agencies for theirguidance and continued support extended to the Company throughout the year. We lookforward to having the same support in our endeavor to better the lives of all those whoare associated with the Company.

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

On behalf of the Board of Directors
Place: Lucknow Sachin Agarwal AlokAgarwal
Date: May 282016 Managing Director Director-Quality&Technical