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PTC Industries Ltd.

BSE: 539006 Sector: Engineering
NSE: N.A. ISIN Code: INE596F01018
BSE 00:00 | 01 Jul 3601.30 65.40
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NSE 05:30 | 01 Jan PTC Industries Ltd
OPEN 3520.05
PREVIOUS CLOSE 3535.90
VOLUME 283
52-Week high 5629.95
52-Week low 2014.00
P/E 177.23
Mkt Cap.(Rs cr) 1,887
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3520.05
CLOSE 3535.90
VOLUME 283
52-Week high 5629.95
52-Week low 2014.00
P/E 177.23
Mkt Cap.(Rs cr) 1,887
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

PTC Industries Ltd. (PTCINDUSTRIES) - Director Report

Company director report

DEAR MEMBERS

Your Directors are pleased to present the 58th Annual Report of the Company along withfinancial statements for the year ended 31st March 2021.

1. RESULTS OF OUR OPERATIONS

Table gives the financial performance of the Company for the financial year 2020-21 ascompared to the previous financial year.

Rs. in lakhs except per share data

FINANCIAL H IIGHLIGHTS

Standalone

Consolidated
Sr. No. Particulars 2020-21 2019-20 2020-21
Income
(a) Revenue from operations 16334.99 16812.69 16334.99
(b) Other income 519.61 720.21 519.61
1 Total income 16854.60 17532.90 16854.60
Expenses
(a) Cost of materials consumed 3694.05 4788.02 3694.05
(b) Changes in inventories of finished goods and work-in-progress 409.05 -1135.44 409.05
(c) Employee benefits expense 1996.71 2162.22 1996.71
(d) Research and development expense 181.09 182.64 181.09
(e) Finance costs 1343.26 1138.93 1343.26
(f) Depreciation and amortisation expense 1438.35 1021.23 1438.35
(g) Other expenses 6559.63 7985.48 6562.84
2 Total expenses 15622.14 16143.08 15625.35
3 Profit before tax (1-2) 1232.46 1389.82 1229.25
4 Total tax expense 793.76 339.23 793.76
5 Profit for the period (3-4) 438.70 1050.59 435.49
6 Total other comprehensive income 24.28 -21.66 24.28
Total comprehensive income for the period (comprising profit and other comprehensive income for the period) (5+6) 462.98 1028.93 459.77
Paid-up equity share capital (? 10 per share) 523.91 523.91 523.91
Earnings per share (Face value of Rs.10/- each):
(a) Basic 8.37 20.05 8.31
(b) Diluted 8.37 20.05 8.31

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The Company witnessed a marginal decline in revenue from operations by 2.84% to Rs.163.35 crores with the operationalisation of the AMTC plant and scaling up of capacity.The Advanced Manufacturing & Technology Centre continues to utilize part of itscapacity for trials research and development of new products and technologies for thefuture. Profit before finance cost depreciation and amortisation exceptional items andtax as a percentage of revenue from operations has improved to 24.57% from 21% in theprevious year although in absolute terms it has risen by 17%.

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 has already commercialized major capacity of its manufacturing capabilityat the Advanced Manufacturing & Technology Centre (AMTC) in Lucknow Uttar Pradesh. Asubstantial investment has been made in new technologies and capabilities for this newfacility effects of which are visible in the Company's financial performance. Howeverthe Company has also formed a new subsidiary Aerolloy Technologies Limited for enteringinto the aerospace components market for which further outlay of funds is envisioned.Hence the directors do not consider it prudent to recommend any dividend for the yearended on March 31 2021. The Company has also not transferred any amount to the GeneralReserve during the year. The amount of Rs. 4.39 crores is proposed to be retained in theProfit and Loss Account for the year ended on March 312021.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

As per the requirement of section 186(4) of Companies Act 2013 particulars of loansgiven investments made guarantees given or securities provided along with the purposefor which the loan or guarantee or security is proposed to be utilized by the recipientare provided in the standalone financial statements on page number 129. The Company is incompliance with the limits as prescribed under Section 186 of Companies Act 2013 readwith 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 financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract arrangement ortransaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions or which is required tobe reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of theAct and Rule 8(2) of the Companies (Accounts) Rules 2014.

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

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

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

GLOBAL PANDEMIC - COVID-19

The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. In many countries businessesare being forced to cease or limit their operations for long or indefinite periods oftime. Measures taken to contain the spread of the virus including travel bansquarantines social distancing and closures of non-essential services have triggeredsignificant disruptions to businesses worldwide resulting in an economic slowdown. Theworld is in the midst of COVID-19 pandemic and it is yet unclear how long its impact shallcontinue and affect all economic activities. The governments across the world have beendeploying drastic measures such as lockdowns to contain this pandemic. This being anunprecedented crisis humankind is facing the full assessment of the impact on thebusiness will be possible only with the passage of time. COVID-19 is impacting businessoperations of the companies by way of interruption in production supply chaindisruption unavailability of personnel closure and lockdown of production facilitiesetc. On March 24 2020 the Government of India ordered a nationwide lockdown for 21 dayswhich was further extended till May 3 2020 to prevent community spread of COVID-19 inIndia resulting in significant reduction in economic activities. The operations of thecompany were completely shut down from March 22 2020 to May 10 2020. Limited plantoperations started from May 11 2020 with an operational capacity of around 30%-40%.Wherever possible the company has made arrangements for its staff to continue workingfrom home.

The operations of the Company are located in Lucknow in the state of Uttar Pradeshwhich has been one of the most affected places in the second wave of COVID 19 pandemic.The Company's biggest priority in dealing with this crisis has been to protect the healthand safety of our employees whilst remaining mindful of our obligation towards ourcustomers and maintaining business continuity. Despite taking best precautions and makingbest efforts the second wave of the pandemic has taken as many as 111 employees and theirfamilies in its grip and large number of their extended family members have also gotinfected. We have lost the lives of several employees and their family members. Thoughlockdown curfew has been relaxed in Lucknow but the severe impact on the families of theemployees continued as a bottleneck in bringing things back on track in the accounts team.The Company made its best efforts to finalise the accounts but as the finance andaccounts department was majorly impacted the finalization and audit of annual financialresults for the quarter and the year ended at March 31 2021 has also got delayed byalmost ten days.

Accordingly the revenue during this period and profitability of the Company wasimpacted though this value cannot be quantified. The Company has availed moratorium onloan repayment and debt servicing as extended by banks during this period. It hascontinued to meet all its debt and other financial obligations and incur various fixedcosts including salaries. While demand for products has been impacted since the globalslowdown caused by COVID 19 pandemic the same is expected to pick up with time when thebusiness resumes to usual pace. At present the Directors do not expect any materialadverse impact on the business and its prospects in the future.

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 Requirements) Regulations 2015 the Management'sdiscussion and analysis is set out in this Annual Report on page 70.

2. BUSINESS

The company's Advanced Manufacturing & Technology Centre (AMTC) in Lucknow Indiahas become operational. A number of new product lines and technologies have been added tothe Company's portfolio and these have opened up many new opportunities for the business.The technologies and facilities available in this plant have created an indigenouscapability for manufacture of high precision components with unparalleled qualityconsistency and reliability for supercritical applications.

For the first time ever Titanium Casting technology and manufacturing capability hasbeen brought to India and shall provide import substitution for key components and pavethe way for a new era of Atmanirbhar Bharat.

The Company's project for Rs. 51 Crores with the support of the Department of HeavyIndustry Ministry of Heavy Industries and Public Enterprises Government of India foracquisition and customisation ofTechnology for Development & Commercialisation ofTitanium Castings with Ceramic Shelling under the Technology Acquisition Fund Programme(TAFP) has been completed during the previous year. For this project the department hadcommitted partial support as a grant of Rs. 10 Crores out of a total cost of Rs. 51 croresfor a project duration of four years from the date of signing of MoU with GlobalInnovation and Technology Alliance (GITA).

The AMTC Plant has already become a hallmark of excellence in core manufacturing in thestate of Uttar Pradesh. Besides bringing world class technology to the country this plantis also incorporating the best practices for sustainable manufacturing. This goal has beenaccomplished by construction of a green building with a rooftop solar plant rainwaterharvesting and effluent and waste treatment plants and investment in fume extraction andexhaust systems.

SUBSIDIARY

The Company has formed a 100% owned subsidiary Company named Aerolloy TechnologiesLimited incorporated on February 17 2020 having CIN No. U27200UP2020PLC127120. TheCompany has no other subsidiary associate or joint venture. Your Company's Policy fordetermination of a material subsidiary as adopted by your Board in conformity withRegulation 16 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 can be accessed on your Company's corporatewebsite at www.ptcil.com. The Company does not have any material subsidiary. The Minutesof Board Meetings of the subsidiary companies and details of significant transactions& arrangements entered into by them are placed before the Board of Directors of theCompany. The annual financial statements of the subsidiary companies are reviewed by theAudit Committee of the Company. Performance review reports of wholly owned subsidiariesare also placed before the Board of Directors of the Company on a half-yearly basis.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the act and listing regulations read with IndAS-110-consolidated financial statement Ind AS-28-investments in associates and jointventures and Ind As-31-interests in joint ventures the Company have prepared consolidatedfinancial statements for the year 2020-21. The following may be read in conjunction withthe Consolidated Financial Statements of the Company prepared in accordance with IndianAccounting Standard 110. Shareholders desirous of obtaining the Report and Accounts ofyour Company's subsidiaries may obtain the same upon request. Further the Report andAccounts of the subsidiary companies is also available on your Company's website www.ptcil.com in a downloadable format.

RESEARCH AND DEVELOPMENT

The Company has already been recognized by the Department of Scientific and IndustrialResearch (DSIR) under the Ministry of Science & Technology Government of India forits in-house Research and Development facilities. DSIR 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. The Company has successfully completed its Technology Development andDemonstration Programme (TDDP) for development and commercialization of theRapidCast™ technology for manufacture of stainless steel castings of weight up to6000 kilograms which has become fully operational and allowed the Company to manufacturestainless steel castings weighing upto 6000 kilograms single-piece for a wide range ofcritical and super-critical products during the year.

Additionally the Company's project for acquisition and customisation of Technology forDevelopment & Commercialisation of Titanium Castings with Ceramic Shelling under theTechnology Acquisition Fund Programme (TAFP) supported by the Department of HeavyIndustry Ministry of Heavy Industries and Public Enterprises Government of India hasalso been completed during the previous year. The research and development undertakenunder this project shall result in a unique capability being created in the country forindigenous manufacture of Titanium Castings for the first time ever. This has a very farreaching impact as Titanium components are used in a wide range of applications fromaerospace chemical industries industrial components to medical implants.

The company's efforts into development of technologies related to 3D printing andadditive manufacturing using metal powders have also started to yield results. Thetechnologies and processes developed from these initiatives shall also have a significantimpact on the metal component industry and the manufacture of critical metal components inthe future.

QUALITY AND SAFETY

The Company's standards for quality safety training development health andenvironment have always been kept at the highest level of importance. The Company has beenemploying the use of artificial intelligence data analytics and latest software tocontinuously upgrade and maintain its safety and quality parameters.

While it already holds international quality standard certifications such as ISO9001:2015 PED (Pressure Equipment directive) AD 2000 Merkblatt and various MarineClassification Approvals along with a DSIR approved Research and Development laboratoryit also works on achieving higher levels of quality certifications and accreditations.

The Company facilities reinforce its commitment to providing a safe and reliableworkplace to its employees. The usage of Personal Protective Equipment (PPE) and safetyawareness of every employee is vital to an injury hazard and accident free workplace.Hence the Company focuses significantly on improving the efficiency of the operationsthrough implementation of innovative technologies and the use of global best practices tominimize its impact on the environment. The company continues to carry out comprehensivereviews of its health and safety principles and put in place improvement measures toensure compliance with international standards. With the induction of qualified personneland the management of operations by a capable senior management team the Company'sfoundations of a quality-centric work culture have also been strengthened for an enablingand positive work environment. The company has invested in equipment to extract dustsmoke and smell in order to make the working environment clean and healthy. Every employeeis tasked with ensuring safety for themselves and those around them as well as has theright to intervene in a situation where work may be performed in an unsafe manner.

The Company utilises the power of renewable energy and measures such as rainwaterharvesting to efficiently manage its operations to minimize the impact on the environmentto preserve it for the present and future generations. It also regularly initiatesactivities to contribute positively to the communities around or near its operations forthe wellbeing of all.

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

3. HUMAN RESOURCE MANAGEMENT

The Company believes that its primary asset is its team of highly motivated anddedicated employees which shall be the seed for the Company's holistic growth andprosperity. Hence and the development of its workforce is intrinsic to its growth andprogress.

The efficiency of our workers has always been a key priority for the Company as it ismoving towards larger capacities and greater capabilities. PTC focuses on business processoptimization efficiency improvement and cost reduction continuously. The Company hasconducted various manufacturing excellence and productivity improvement projectsthroughout the year with both internal and external experts. A number of new systems havebeen implemented at the shop floor and innovative manufacturing tools are being employedto improve the quality and efficiency of the output.

Internal and external training programs and seminars in varied fields relating tomanagement operations finance and technology are undertaken to ensure that employees'competencies are constantly upgraded to elevate them both personally and professionally.Employees are encouraged to constantly learn about technological developments in theindustry and novel approaches adopted by others in the world to update their knowledge andskills. The employees are enabled to operate with the latest equipment and digital toolswhereby they are able to leverage their skills and knowledge for the benefit of thebusiness. Cross-functional training and skill development is constantly encouraged andemployees are provided with opportunities to educate and train themselves across variousmanufacturing and functional processes.

Effective communication channels are maintained for meaningful interactions between themanagement and staff. We continued to communicate responsively and candidly with employeesand have begun demanding the same of our next tier of leadership. We interact withemployees frequently and collectively at least once a month to collaborate on strategyrisks and execution. Innovation is also encouraged by giving the employees just enoughstructure and support to help them navigate uncertainty and tapping into their owncreative process without stifling it.

The management commitment to innovation remains steadfast and the Company has createda task force focused on Technology and Innovation to spur the growth of innovativeprocesses and ideas at the workplace. Active participation of the senior management teamin the activities of this task force enables them to spot inflection points that may bemissed by their staff and also gives them a deeper intuition when it's time to make adecision. Apart from regular interaction the management provides ample opportunities forinventive thoughts to come forward through exclusive pages and time devoted to creativeand innovative thinking in our in-house magazine and office functions.

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 astatement showing the names of the top ten employees in terms of remuneration drawn andnames and other particulars of the employees drawing remuneration in excess of the limitsset out in the said rules is placed at Annexure II and forms part of this Report.

Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is placed at Annexure II and forms part of this Report.

4. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadheres to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India ("SEBI").

The Company has also implemented several best governance practices. The report onCorporate Governance as stipulated in Schedule V Part C of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms part of the Annual Report. Therequisite certificate from the Practicing Company Secretary confirming compliance with theconditions of Corporate Governance is attached to the report on Corporate Governance.

NUMBER OF MEETINGS OF THE BOARD

The Board met four times during the financial year the details of which are given inthe Corporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013 andSEBI (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 directorsin order to maintain the independence of the Board and segregate the functions ofgovernance and management. The Board consists of professionally qualified individuals fromdiverse backgrounds with wide experience in business education finance and publicservice. As at year end the Board consists of 10 directors one of whom is Chairman &Managing Director four are Whole-time directors and five are Independent directors. YourCompany in compliance with section 178(1) of the Companies Act 2013 read with TheCompanies (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 qualifications 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 of the Nominationand Remuneration Committee made to the Board which may ratify them with or withoutmodifications. Disclosures pursuant to the requirements of section 197(12) read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014have been made in Annexure II of this Board Report. The Company affirms that there hasbeen no change in this policy and that the remuneration paid to directors is as per theterms laid out in this policy.

INDUCTION AND CHANGES

The casual vacancy caused by the resignation ofMr. Anuj Nigam Company Secretary andCompliance Officer from the close of working hour of 30th October 2020 was filled onFebruary 12 2021 by the appointment of Mrs. Pragati Gupta Agarwal as Company Secretaryand Compliance Officer. In accordance with the provisions of Section 152 of the Act readwith Article 158 and 159 of the Articles of Association of the Company Mr. Priya RanjanAgarwal will retire by rotation at the ensuing AGM and being eligible offer himself forreappointment. The Board has recommended his reappointment.

Familiarisation Programme For Directors

PTC believes that a Board which is well informed/familiarised with the Company and itsaffairs can contribute significantly to effectively discharge its role of trusteeship ina manner that fulfils stakeholders' aspirations and societal expectations. In pursuit ofthis the Directors of the Company are updated on changes/developments in thedomestic/global corporate and industry scenario including those pertaining tostatutes/legislations & economic environment and on matters significantly affectingthe Company to enable them to take well informed and timely decisions. Visits to Companyfacilities are also organised for the Directors.

Attributes Qualifications & Independence of Directors and their Appointment

The Nomination and Remuneration Committee adopted the criteria for determiningqualifications positive attributes and independence of Directors including IndependentDirectors pursuant to the Act and the Rules thereunder. The Corporate Governance Policyinter alia requires that Non-Executive Directors be drawn from amongst eminentprofessionals with experience in business/finance/law/public administration andenterprises. The Board Diversity Policy of your Company requires the Board to have abalance of skills experience and diversity of perspectives appropriate to the Company.The skills expertise and competencies of the Directors as identified by the Board alongwith the names of directors who have such skills expertise or competence are provided inthe Report on Corporate Governance forming part of the Report and Accounts. The Articlesof Association of your Company provide that the strength of the Board shall not be fewerthan three nor more than fifteen. Directors are appointed/re-appointed with the approvalof the Members for a period of three to five years or a shorter duration in accordancewith retirement guidelines and as may be determined by the Board from time to time. AllDirectors other than Independent Directors and Managing Director are liable to retire byrotation unless otherwise approved by the Members. One-third of the Directors who areliable 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 Personneland other employees is provided in the Report on Corporate Governance forming part of theReport and Accounts.

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. The Independent Directors of your Company have confirmedthat (a) they meet the criteria of Independence as prescribed under Section 149 of the Actand Regulation 16 of the Listing Regulations 2015 (b) they are not aware of anycircumstance or situation which could impair or impact their ability to discharge dutieswith an objective independent judgement and without any external influence and (c) theyhave registered their names in the Independent Directors' Databank. Further in theopinion of the Board the Independent Directors fulfil the conditions prescribed under theListing Regulations 2015 and are independent of the management of the Company.

BOARD EVALUATION

The Nomination and Remuneration Committee as reported in earlier years formulated thePolicy on Board evaluation evaluation of Board Committees' functioning and individualDirector evaluation and also specified that such evaluation will be done by the Boardpursuant to the Act and the Rules thereunder and the Listing Regulations 2015. In keepingwith PTC's belief that it is the collective effectiveness of the Board that impactsCompany's performance the primary evaluation platform is that of collective performanceof the Board as a whole. Board performance is assessed against the role andresponsibilities of the Board as provided in the Act and the Listing Regulations 2015 readwith the Company's Governance Policy. The Nomination and Remuneration Committee hasdevised a criteria for evaluation of the performance of the Directors including theIndependent Directors.

The said criteria provides certain parameters like attendance acquaintance withbusiness communication inter se between board members effective participation domainknowledge compliance with code of conduct vision and strategy etc. which is incompliance with applicable laws regulations and guidelines. Evaluation of functioning ofBoard Committees is based on discussions amongst Committee members and shared by therespective Committee Chairman with the Chairman of the Nomination and RemunerationCommittee who in turn shared the consolidated report with Chairman of the Board for hisreview and giving feedback to each Director. Individual Directors are evaluated in thecontext of the role played by each Director as a member of the Board at its meetings inassisting the Board in realising its role of strategic supervision of the functioning ofthe Company in pursuit of its purpose and goals. While the Board evaluated its performanceagainst the parameters laid down by the Nomination and Remuneration Committee theevaluation of individual Directors was carried out against the laid down parametersanonymously in order to ensure objectivity. Reports on functioning of Committees wereplaced before the Board by the Committee Chairmen. The Independent Directors Committee ofthe Board also reviewed the performance of the non-Independent Directors and the Boardpursuant 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 theCompany are Mr. Sachin Agarwal Chairman & Managing Director Ms. Smita Agarwal WholeTime Director and CFO and Mrs. Pragati Gupta Agarwal Company Secretary.

COMMITTEES OF THE 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 the committees and compliances as per applicable provisions of the Actand 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 • All recommendations made by the committee during the year were accepted by the Board.
Mr. Brij Lal Gupta Member
Mr. Krishna Das Gupta Member • The Company has adopted the Higher Education Loan Policy for directors and employees to encourage employees to support higher education for their family members.
Ms. Smita Agarwal Member
• The Company also reviewed and enforced the Related Party Transaction Policy during the year.
Nomination and remuneration committee Mr. Krishna Das Gupta Chairperson • The Committee oversees and administers executive compensation.
Mr. Brij Lal Gupta Member
Dr. Rakesh Chandra Katiyar Member • The Committee recommends a criteria for evaluation of the performance of the Directors including the Independent Directors.
• All recommendations made by the committee during the year were accepted by the Board.
Stakeholders relationship committee Dr. Rakesh Chandra Katiyar Chairperson • The Committee reviews and ensures redressal of investor grievances ratifies share transfers duplicate issue of certificates and transmissions.
Mr. Ajay Kashyap Member
Mr. Sachin Agarwal Member • The committee noted that no grievances of the investors have been reported during the year.
Mr. Krishna Das Gupta Member
Corporate social responsibility committee * Mr. Krishna Das Gupta Chairperson • The Board has laid down the Company's policy on Corporate Social Responsibility (CSR).
Mr. Alok Agarwal Member
Dr. Rakesh Chandra Katiyar Member • The CSR policy is available on Company website www.ptcil.com
Ms. Smita Agarwal Member
Project monitoring and environment committee Mr. Sachin Agarwal Chairperson • It oversees and monitors the progress of large capital expenditures and projects being implemented by the Company
Mr. Krishna Das Gupta Member
Mr. Alok Agarwal Member • It monitors and oversees all the requirements which are required for the smooth establishment of the Company's new Plant Advanced Manufacturing and Technology Centre.
Mr. Ajay Kashyap Member
• 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 • 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.
Mr. Alok Agarwal Member
Mr. Brij Lal Gupta Member
• 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. 100000000 (Rupees Ten crores) as per the policy approved by the 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 • 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.
Mr. Priya Ranjan Agarwal Member
Mr. Brij Lal Gupta Member
• The Risk Management Policy of the Company can be accessed at www.ptcil.com.
Listing committee Mr. Sachin Agarwal Chairperson • To oversee and monitor all tasks in relation to the listing of equity shares of the Company at stock exchanges.
Mr. Alok Agarwal Member
Ms. Smita Agarwal Member

*As per Section 135(5) if the amount spent by the company did not exceed fifty lakhrupees the requirement under sub-section (1) for constitution of the Corporate SocialResponsibility Committee should not be applicable. So the CSR Committee shall standdissolved effective from April 012021 and the function of CSR Committee be discharged bythe Board of Directors of the company

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 312021 theapplicable accounting standards read with the requirements set out under Schedule III 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 March312021 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 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 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.

ADOPTION OF IND-AS

In accordance with the Companies (Indian Accounting Standards) Rules 2015 the Companyhas adopted Ind-AS for preparation of financial statements with effect from April 012017.

LISTING

The Company has its equity shares listed on BSE Limited. The Company has paid listingfees for the year 2021-22. The Company has also established connectivity with bothdepositories NSDL and CDSL.

4. AUDITORS STATUTORY AUDITORS

The statutory auditors of the Company M/s Walker Chandiok & Co LLP CharteredAccountants (Reg. No.001076N/N500013) were appointed as statutory auditors of the Companyin the 56th Annual General Meeting of the Company to hold office until the conclusion ofthe 60th Annual General Meeting. The Chairman and Managing Director of the Company hasbeen empowered to decide and approve the remuneration of the Statutory Auditor from timeto time.

The notes referred to by the auditors in their reports are selfexplanatory and hence donot 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 2020-21 as required under Section 204 ofthe Companies Act 2013 and Rules made thereunder. The secretarial audit report for FY2020-21 in Form MR3 forms part of the Annual Report at Annexure -IV 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 of the Company for the financial year 2021-22.

COST AUDIT

The Company maintains necessary cost records as specified by Central Government undersub-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 theCompany is not required to have its cost records audited by a Cost Accountant in practiceas provide under Rule 7(i) of Companies (cost records and audit) Rules 2014 since theCompany 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 ortribunals impacting the going concern status and the Company's operations in future.However attention is drawn towards statements on contingent liabilities in the notes offinancial statements.

AUDIT COMMITTEE AND VIGIL MECHANISM

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. The 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 Requirements) 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 email or dedicatedtelephone line or a 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 no employee was denied access toWhistle Blower Officer or Audit Committee and no complaint was received.

ANNUAL RETURN

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

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. Internal Financial process addressing financial and financialreporting risks. The internal financial controls have been documented digitised andembedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews control selfassessment continuous monitoring by functional experts aswell as testing of the internal financial control systems. During the year such controlswere tested by the Statutory Auditors of the Company and no reportable material weaknessin the design or operation was observed.

CREDIT RATING

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

Instrum ent Long Term Bank Facilities Rating Agency Informerics Ratings Rating* IVR BBB+ Outlook Stable Remarks Assigned
Short Term Bank Facilities Informerics Ratings IVR A2 Stable Assigned

*The ratings have been obtained for Borrowings only. There is no credit rating obtainedby the Company for debt instruments fixed deposit program or any other scheme involvingfor mobilisation of funds.

RISK MANAGEMENT

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. This approach increases riskawareness and ensures proper management of risks as part of the daily managementactivities.

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 Company'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 atwww.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.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.

GOING CONCERN STATUS

There is no significant or material order passed during the year by any regulatorcourt or tribunal impacting the going concern status of the Company or its futureoperations.

KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended 31st March 2021 along with detailsof significant changes (i.e. change of 25% or more as compared to the immediately previousfinancial year) in key financial ratios and the detailed explanations are provided inthe Annexure forming part of this report.

CHANGES IN SHARE CAPITAL

There was no change in share capital of the Company during the year under report. TheCompany is exploring various fund raising options including Right issue that involvesissuance of Equity Shares which requires the Company to enhance its existing AuthorisedShare Capital base. Accordingly it is deemed appropriate to re-classify and increase theAuthorised Share Capital of the Company to Rs. 200000000/- (Rupees Twenty Crores)comprising of 20000000 (Two Crores) equity shares of Rs. 10/- each and for thatpurpose the proposal is placed before the members of the Company at ensuing AGM.

EMPLOYEE STOCK OPTION SCHEME

With a view to attract retain incentivize and motivate employees of the Company byway of rewarding their performance and motivate them to contribute to the overallcorporate growth and profitability. The Company took approval of the shareholders of theCompany in their 56th Annual General Meeting held on September 28 2019 to create issueoffer grant and allot to or for the benefit of such person(s) who are the permanentEmployees 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 thescheme titled 'PTC Employee Stock Option Scheme 2019' (hereinafter referred to as'PTC-ESOS 2019') not exceeding 157170 stock options convertible into 157170 equityshares of the face value of Rs. 10 each fully paid-up in such manner during such periodin one or more tranches and on such terms and conditions including the price as the Boardmay decide in accordance with the SEBI Regulations or other provisions of the law as maybeprevailing at the relevant time. The Company is in process of impementation of the saidscheme and grant of options shall be made as decided by Nomination & RemuneartionCommittee (Compensation Committee) of the Board after receiving in-principle approval fromBSE Limited.

Further in terms of the requirement as per regulation 6(3) of the Securities andExchange Board of India (Share Based Employee Benefits) Regulations 2021 the consent ofthe members of the Company is sought at ensuing AGM to create issue offer grant andallot to or for the benefit of such person(s) who are the permanent Employees orDirectors of a group company including subsidiary or its associate company in India oroutside India or of a holding company of the company as may be permissible under theSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2021and as may be decided by the Board or Compensation Committee under the scheme titled'Abhilasha - PTC Employee Stock Option Scheme 2019' ('PTC-ESOS 2019') on such terms as itmay think fit. Moreover additional disclosures as per new regulations are also beingplaced at ensuing AGM for consideration of the Board.

5. CORPORATE SOCIAL RESPONSIBILITY

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

The Company has duly constituted a Corporate Social Responsibility (CSR) Committeepursuant to the requirement of Section 135(1) of Companies Act 2013 and the Rules madethereunder. On the recommendation of CSR committee the Board has approved the CorporateSocial Responsibility Policy which is available on the company's website www.ptcil.com.The Board has recently approved the CSR Policy to enable CSR expenditure towards COVID 19related projects also.

The Company has formed a trust viz. PTC Foundation in the year 2014-2015 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 on providing primary and secondaryeducation supporting technical learning institutes empowering women improving healthand sanitation facilities and promoting Indian art and culture. The Company has spent Rs.21.21 Lakhs for its CSR activities during the financial 2020-21. Details of initiativestaken by PTC Foundation during the year are covered in the Corporate Social ResponsibilityReport attached as Annexure III to this Directors' Report as per the requirement of Rule 9of 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 andoutgo in accordance with the Section 134 (3) (m) of the Companies Act 2013 read with Rule8 of The Companies (Accounts) Rules 2014 are annexed to the Directors' Report in AnnexureV.

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. Ensuring a safe environment for its women employees isa major priority for the Company and its management. As per the requirements of the SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013("POSH Act") and Rules made thereunder the Company has formed an InternalCommittee to address complaints pertaining to sexual harassment in the workplace. TheCompany policy mandates prevention of sexual harassment and to ensure a free and fairenquiry process with clear timelines for resolution. To build awareness the Company hasbeen conducting training programmes on a periodic basis. In your Company's legacy of morethan 57 years no instance of sexual harassment has ever been reported by any employee.During the year 2020-21 also the Company has not received any complaints of sexualharassment.

8. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing 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 orotherwise.

• Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme including Employees' Stock Options Plan.

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

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

• No significant or material orders were passed by the Regulators or Courts orTribunals 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.

• The details of application made or any proceeding pending under the Insolvencyand Bankruptcy Code 2016 during the year alongwith their status as at the end of thefinancial year as no such proceedings initiated or pending.

• The details of difference between amount of the valuation done at the time ofone time settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof as there was no instance of onetimesettlement 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 'anticipate' 'believe' 'estimate' 'expect''intend' 'will' and other similar expressions as they relate to the Company and/or itsBusinesses are intended to identify such forward-looking statements. The Companyundertakes no obligation to publicly update or revise any forward-looking statementswhether as a result of new information future events or otherwise. Actual resultsperformances or achievements could differ materially from those expressed or implied insuch forward-looking statements. Readers are cautioned not to place undue reliance onthese forward-looking statements that speak only as of their dates. This Report should beread in conjunction with the financial statements included herein and the notes thereto.

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 endeavour 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 Alok Agarwal
Date: August 13 2021 Chairman & Managing Director Director - Quality & Technical

.