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PTC Industries Ltd.

BSE: 539006 Sector: Engineering
NSE: N.A. ISIN Code: INE596F01018
BSE 15:41 | 25 Sep 844.00 9.00






NSE 05:30 | 01 Jan PTC Industries Ltd
OPEN 839.00
52-Week high 999.90
52-Week low 223.00
P/E 51.15
Mkt Cap.(Rs cr) 442
Buy Price 812.00
Buy Qty 30.00
Sell Price 844.00
Sell Qty 9.00
OPEN 839.00
CLOSE 835.00
52-Week high 999.90
52-Week low 223.00
P/E 51.15
Mkt Cap.(Rs cr) 442
Buy Price 812.00
Buy Qty 30.00
Sell Price 844.00
Sell Qty 9.00

PTC Industries Ltd. (PTCINDUSTRIES) - Director Report

Company director report


Your Directors are pleased to present the 56th Annual Report of the Companyalong with financial statements for the year ended 31st March 2019.



Table 1 gives the financial performance of the Company for the financial year 2018-19as compared to the previous financial year.

2018-2019 2017-2018
Revenue from Operations
Revenue from Operations 15124.80 10133.38
Other Income 422.02 288.66
Total Income 15546.82 10422.04
Profit before Finance Cost depreciation exceptional items and tax 2835.02 1827.26
Less: Finance Cost 921.36 401.53
Less: Depreciation 909.42 576.68
Less: Exceptional items 61.81
Profit before Tax 942.43 849.05
Tax Expenses
Current Tax (91.41) 296.52
Deferred tax (57.70) (191.48)
Total Tax Expense (149.11) 105.04
Profit after Tax 1091.54 744.01


The Company witnessed a substantial growth in revenue from operations by around 50% toRs. 151.25 crores from Rs. 101.33 crores in the previous year. This is a result ofimproved and modern facility set up at AMTC Plant. The Company continues to use a part ofits capacity for trials and research for the new technologies that are being introduced inits new manufacturing facility the Advanced Manufacturing & Technology Centrethereby utilizing part of its capacity for development of new products for the future.

Profit before finance cost depreciation and amortisation exceptional items and taxas a percentage of revenue from operations has marginally improved to 18.7% from 18.0% inprevious year although in absolute terms it has risen by an astounding 55%. The Profitafter tax also increased to Rs. 10.92 crores from Rs. 7.44 crores in the previous year dueto increase in revenue from the AMTC plant which has commenced commercial productionduring the year.

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.


The Company has already commercialized the first phase of manufacturing at the AdvancedManufacturing & Technology Centre (AMTC) in Lucknow Uttar Pradesh. At this stage asubstantial investment has already been made in new technologies and capabilities for thisnew facility effects of which are expected to show in the Company's financial performancein the coming years. The Company's investment in this plant for commercialization of thenext phase is still underway for which further outlay of funds is envisioned. Hence thedirectors do not consider it prudent to recommend any dividend for the year ended on March31 2019 The Company has also not transferred any amount to General Reserve during theyear. The amount of Rs. 10.92 crores is proposed to be retained in the profit and LossAccount for the year ended on March 31 2019.


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 financial statements starting from page number 123. 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.


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 V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are provided in accordance withInd AS 24 in the notes to standalone and consolidated financial statements. Particulars ofcontracts or arrangements with related parties referred to in section 188(1) of theCompanies Act 2013 are presented in Annexure II to the Directors' Report in Form AOC 2.The Company's policy on related party transactions may be accessed on the Company'swebsite at


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.


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 78.



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

The technologies and facilities available in this plant have created an indigenouscapability for manufacture of high precision components with unparalleled qualityconsistency and reliability for super-critical applications. For the first time everTitanium Casting technology and manufacturing capability is being brought to India withinthis facility. The unit shall provide import substitution for key components and pave theway for a new era of best-in-class-manufacturing in the country. This facility houses morethan 20 unique advanced technologies in metal component manufacturing under a single roofmaking it the most advanced manufacturing facility in the world in this segment. Apartfrom exhibiting PTC's trademarked indigenously developed technologies likeRapidCast™ PrintCast™ forgeCast™ Powderforge™ and TiCast™ thenew unit has also created direct employment opportunities for over 500 people and indirectemployment for even a greater number. This facility shall also help in the training anddevelopment of skills of the employees on advanced equipment robots CNC machinesautomation and best-in-class technologies with the help of technology partners machinemanufacturers and vendors across the world from countries like the United Kingdom USAGermany Japan etc.

The Company had submitted a proposal amounting to Rs. 51 Crores to the Department ofHeavy Industry Ministry of Heavy Industries and Public Enterprises Government of Indiafor acquisition and customisation of Technology for Development

& Commercialisation of Titanium Castings with Ceramic Shelling under the TechnologyAcquisition Fund Programme (TAFP). The department has committed partial support as a grantof Rs. 10 Crores out of a total cost of Rs. 51 crores for a project duration of four yearsfrom the date of signing of MoU with Global Innovation and Technology Alliance (GITA).Further the Department of Science & Technology Government of India has also fundedPTC's RapidCast™ Commercialization Project under the Technology Development &Demonstration Programme for an amount of Rs. 5 Crores.

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

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.


During the year under report company have no subsidiary company nor have anycontrolling interest in any body corporate.


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. The Company has been conducting several trials in this project and theproject has been reviewed and approved by the Project Review Committee appointed by DSIR.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) during the year has also been approved by theDepartment of Heavy Industry Ministry of Heavy Industries and Public EnterprisesGovernment of India for The research and development undertaken under this project shallresult in a unique capability being created in the country for indigenous manufacture ofTitanium Castings for the first time ever. This has a very far reaching impact as Titaniumcomponents are used in a wide ranging of applications from aerospace chemical industriesindustrial components to medical implants. The company has also been devoting a lot oftime and effort into development of technologies related to 3D printing and additivemanufacturing using metal powders. The technologies and processes developed from theseinitiatives shall also have a significant impact on the metal component industry and themanufacture of critical metal components in the future.


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

The Company strengthened its commitment to health and safety with continuing investmentin building safe and reliable production facilities. The usage of Personal ProtectiveEquipment (PPE) and safety awareness of every employee is vital to an injury hazard andaccident free workplace. The new Advanced Manufacturing & Technology Centre has beendesigned keeping in mind the key principles of the company for environmental preservationand protection. It 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 Chief Operating Officer and a qualifiedmanagement team the Company's foundations of a quality-centric work culture have alsobeen strengthened for an enabling and positive work environment. The company has investedin equipment to extract dust smoke and smell in order to make the working environmentclean and healthy. Every employee is tasked with ensuring safety for themselves and thosearound them as well as has the right to intervene in a situation where work may beperformed in an unsafe manner.

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

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


PTC was selected winner of CII (Confederation of Indian Industries) IndustrialInnovation Awards 2018 in the category of Manufacturing – Medium. This is anextremely prestigious honour that has been bestowed on the Company by one of the foremostindustrial association of the country. During the year Ms. Smita Agarwal Director andChief Financial Officer of the Company was recognised by NITI Aayog as one of the top 60women entrepreneurs in the country at their Women Transforming India Awards 2018.


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. Theefficiency of our workers has always been a key priority for the Company as it is movingtowards larger capacities and greater capabilities. PTC already began to focus even onbusiness process optimization efficiency improvement and cost reduction since the lastfew years. This initiative is being given even more focus and administrative andorganizational changes have been implemented with the initiation of operations in the newplant. The Company continued to undertake 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 encouraged to constantly learn about technologicaldevelopments in the industry and novel approaches adopted by others in the world to updatetheir knowledge and skills. Cross-functional training and skill development is constantlyencouraged. Traditionally the Company pays attention to the development of trainingresources with the aim to accumulate and spread knowledge within the Company and todevelop employees' educational and training base at the level of international standards.The Company has initiated a number of in-house and external training programs especiallywith a substantial focus on building manufacturing excellence. Work is constantly underwayfor development of in-house training resources and infrastructure to help inculcate astrong culture of learning and process improvement in the organisation.

Communication is an important element of PTC's overall human resource principles.Effective communication channels are maintained for meaningful interactions between 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 at PTC is committed to its dictum ofinnovation and regularly demonstrates this intent with its words and actions. This activeparticipation enables them to spot inflection points that may be missed by their staff andalso gives them a deeper intuition when it's time to take a decision. Apart from regularinteraction the management provides ample opportunities for inventive thoughts to comeforward through exclusive pages and time devoted to creative and innovative thinking inour in-house magazine and office functions.


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 been given at Annexure III 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 AnnexureIII of this report.


As stipulated in Schedule V Part C of the SEBI (Listing Obligations and DisclosureRequirements) 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.


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.


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 8 directors one of whom is Chairman &Managing Director three are Whole-time directors and four are Independent directors. Thecasual vacancy caused by the resignation of Ms. Shashi Vaish on February 15 2019 wasfilled on June 01 2019 by the appointment of Ms. Smita Agarwal as a Whole-time director.One more Independent director has been inducted on the Board with effect from August 102019. Your Company in compliance with section 178(1) of the Companies Act 2013 read withThe Companies (Meeting of Board and its Powers) Rules 2014 has duly constituted aNomination and Remuneration Committee. This committee is chaired by an independentdirector and formulates the criteria for determining qualifications positive attributesindependence of 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 III 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.


In accordance with the provisions of Section 152 of the Act read with Article 158 and159 of the Articles of Association of the Company Mr. Alok Agarwal will retire byrotation at the ensuing AGM and being eligible offer himself for reappointment. The Boardhas recommended his reappointment.

Mr. Kasiviswanathan Mukundan Nominee Director resigned from the Directorship of theCompany with effect from February 1 2019.

Ms. Shashi Vaish Independent Director resigned from the Directorship of the Companywith effect from February 15 2019 on account of her age and health. The Board at themeeting held on May 27 2019 on the recommendation of the Nomination and RemunerationCommittee recommended for the approval of the Members appointment of Ms. Smita Agarwal asa Whole Time Woman Director of your Company liable to retire by rotation for a period offive years with effect from June 01 2019.

The Board at their meeting held on August 10 2019 on the recommendation of theNomination and Remuneration Committee recommended for the approval of the Members theappointment of Mr. Vishal Mehrotra a legal professional with an experience of 21 yearsas an Independent Director of the Company for the period of five years with effect fromAugust 10 2019.

Further the Board at the meeting held on May 27 2019 on the recommendation of theNomination and Remuneration Committee recommended for the approval of the Members there-appointment of Mr. Krishna Das Gupta Mr. Rakesh Chandra Katiyar and Mr. Ajay Kashyapas Independent Directors of your Company in terms of Section 149 of the Act and Regulation17 of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (‘Listing Regulations 2015') for the second term offive years with effect from the ensuing 56th annual general meeting.

Requisite Notices under Section 160 of the Act have been received in respect of MsSmita Agarwal Mr. Vishal Mehrotra Mr. Krishna Das Gupta Mr. Rakesh Chandra Katiyar andMr. Ajay Kashyap who have filed their consents to act as Directors of the Company ifappointed. Appropriate resolutions seeking your approval to the above are appearing in theNotice convening the 56th AGM of your Company.


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 balanceof skills experience and diversity of perspectives appropriate to the Company. Theskills expertise and competencies of the Directors as identified by the Board areprovided in the Report on Corporate Governance forming part of the Report and Accounts.The Articles of Association of your Company provide that the strength of the Board shallnot be fewer than three nor more than fifteen. Directors are appointed/re-appointed withthe approval of the Members for a period of three to five years or a shorter duration inaccordance with retirement guidelines and as may be determined by the Board from time totime. All Directors other than Independent Directors and Managing Director are liable toretire by rotation unless otherwise approved by the Members. One-third of the Directorswho are liable to retire by rotation retire every year and are eligible for re-election.Details of the Company's Policy on remuneration of Directors Key Managerial Personnel andother employees is provided in the Report on Corporate Governance forming part of theReport and Accounts.


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 and (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. Further inthe opinion of the Board the Independent Directors fulfil the conditions prescribed underthe Listing Regulations 2015 and are independent of the management of the Company.


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 parameters for Board performance evaluation havebeen derived from the Board's core role of trusteeship to protect and enhance shareholdervalue as well as to fulfil expectations of other stakeholders through strategicsupervision of the Company. Evaluation of functioning of Board Committees is based ondiscussions amongst Committee members and shared by the respective Committee Chairman withthe Board. Individual Directors are evaluated in the context of the role played by eachDirector as a member of the Board at its meetings in assisting the Board in realising itsrole of strategic supervision of the functioning of the Company in pursuit of its purposeand goals. While the Board evaluated its performance against the parameters laid down bythe Nomination and Remuneration Committee the evaluation of individual Directors wascarried out against the laid down parameters anonymously in order to ensure objectivity.Reports on functioning of Committees were placed before the Board by the CommitteeChairmen. The Independent Directors Committee of the Board also reviewed the performanceof the non-Independent Directors and the Board pursuant to Schedule IV to the Act andRegulation 25 of the Listing Regulations 2015


Pursuant to Section 203 of the Companies Act 2013 the Key Managerial Personnel of theCompany are Mr. Sachin Agarwal Chairman & Managing Director Ms. Smita AgarwalDirector and CFO and Mr. Anuj Nigam Company Secretary. There has been change in the KeyManagerial Personnel during the year under report; Mr. Anuj Nigam has joined as a CompanySecretary and Compliance Officer of the Company in place of Mr. Arun Kumar Gupta.


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 • The Company has adopted the adopted the Higher Education Loan Policy for directors and employees to encourage employees to support higher education for their family members.
Mr. Krishna Das Gupta Member
Ms. Smita Agarwal Member (CFO)
• 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 • All recommendations made by the committee during the year were accepted by the Board.
Dr. Rakesh Chandra Katiyar
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 • The committee noted that no grievances of the investors have been reported during the year.
Mr. Sachin Agarwal Member
Mr. Krishna Das Gupta Member
Corporate social responsibility committee Mr. Krishna Das Gupta Chairperson • The Board as laid down the Company's policy on Corporate Social Responsibility (CSR).
Mr. Alok Agarwal Member • The CSR policy is available on Company website
Dr. Rakesh Chandra Katiyar 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 • It monitors and oversight all the requirements which is required for smooth establishment of Company's new Plant Advanced Manufacturing and Technology Centre.
Mr. Alok Agarwal Member
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 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.
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 (CFO)
*Mr. Anuj Nigam Company Secretary

*with effect from May 23 2018


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 March31 2019 the applicable accounting standards read with the requirements set out underSchedule III of the Act have been followed and that there are no material departures fromthe same; (b) they have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year ended onMarch 31 2019 and of the profit of the Company for year ended on that date; (c) they havetaken proper and sufficient care to the best of their knowledge and ability for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; (d) they have prepared the annual accounts on agoing concern basis; (e) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively to the best 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.


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.


The Company has its equity shares listed on BSE Limited. The Company has paid listingfees for the year 2019-20. The Company has also established connectivity with bothdepositories NSDL and CDSL.



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 AnnualGeneral Meeting. The Board on the recommendation of the Audit Committee recommended forthe appointment of M/s. Walker Chandiok & Co LLP Chartered Accountants (Reg.No.001076N/N500013) as a statutory auditors for the period of five years to hold officefrom the conclusion of 56th annual general meeting up to 61st AnnualGeneral Meeting of the Company in accordance with the provisions of section 139 of theCompanies Act 2013 reads with Rule 3(7) of The Companies (Audit & Auditors) Rules2014. In this regard the Company has received a certificate from the auditors to theeffect that if they are appointed it would be in accordance with the provisions ofSection 141 of the Companies Act 2013. Appropriate resolution seeking your approval tothe appointment and remuneration of Walker Chandiok & Co LLP as the Statutory Auditorsis appearing in the Notice convening the 56th AGM of the Company.

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.


M/s Amit Gupta & Associates Practicing Company Secretaries were appointed assecretarial auditors of the Company for the year 2018-19 as required under Section 204 ofthe Companies Act 2013 and Rules made thereunder. The secretarial audit report for FY2018-19 in Form MR3 forms part of the Annual Report at Annexure –V 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 2019-20.


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. Mr. Arun KumarSrivastava Cost Auditor has conducted Cost Audit for past several years including FY2017-18.


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 statement on contingent liabilities in the notes offinancial statements.


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 e-mail 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.


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 per the Companies Act 2013 andRules.


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

Assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews control self-assessment continuous monitoring by functional expertsas well as testing of the internal financial control systems. During the year suchcontrols were tested by the Statutory Auditors of the Company and no reportable materialweakness in the design or operation was observed.


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

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

*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.


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 beenentrusted with the 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 at

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.


The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.


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 for the financial year ended 31st March 2019 are provided in theAnnexure forming part of this report.


There was no change in share capital of the Company during the year under report.


In line with the recommendation of the nomination & remuneration committee theboard has recommended for approval of members of the company to create issue offergrant and allot to or for the benefit of such person(s) who are the permanent Employeesor Directors of the Company as may be permissible under the SEBI Regulations (hereinafterreferred to as ‘Employees') and as maybe decided by the Board under the scheme titled‘PTC Employee Stock Option Scheme 2019' (hereinafter referred to as ‘PTC-ESOS2019') not exceeding 157170 stock options convertible into 157170 equity shares of theface value of Rs. 10 each fully paid-up in such manner during such period in one ormore tranches and on such terms and conditions including the price as the Board may decidein accordance with the SEBI Regulations or other provisions of the law as maybe prevailingat the relevant time. Appropriate resolutions seeking your approval to the above areappearing in the Notice convening the 56th AGM of your Company.


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(1) of Companies Act 2013 and theRules made thereunder. On the recommendation of CSR committee the Board has approved theCorporate Social Responsibility Policy which is available on the company's

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 for 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.16.29 Lakhs for its CSR activities during the financial 2018-19. Details of initiativestaken by PTC Foundation during the year are covered in the Corporate Social ResponsibilityReport attached as Annexure IV to this Directors' Report as per the requirement of Rule 9of The Companies (Accounts) Rule 2014.


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 AnnexureVI.


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. The Company has complied withprovisions relating to the constitution of Internal Complaints Committee under SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. It hasformed an Internal Compliant Committee (ICC) to deal with all the matters or mattersincidental thereof. In your Company's legacy of more than 55 years no instance of sexualharassment has ever been reported by any employee. During the year 2018-19 also theCompany has not received any complaints of sexual harassment.


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 underreview:

• 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.


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 tothe Company and/or its Businesses are intended to identify such forward-lookingstatements. The Company undertakes no obligation to publicly update or revise anyforward-looking statements whether as a result of new information future events orotherwise. Actual results performances or achievements could differ materially from thoseexpressed or implied in such forward-looking statements. Readers are cautioned not toplace undue reliance on these forward-looking statements that speak only as of theirdates. This Report should be read in conjunction with the financial statements includedherein and the notes thereto.


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 sincereappreciation for the significant contribution made by its employees workers and outsideprofessionals through their dedication hard work and commitment exhibited in the overalldevelopment growth and prosperity of the Company.

On behalf of the Board of Directors
Place: Lucknow Sachin Agarwal Alok Agarwal
Date: August 10 2019 Chairman & Managing Director Director - Quality & Technical



Particulars of contracts/arrangements entered with related parties

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

This form discloses the particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto.

1. Details of contracts or arrangements or transactions not at arm's lengthbasis:

There are no contracts or arrangements entered during the year under report which werenot at arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's lengthbasis:

During the year the Company has no contracts or arrangement or transactions which arematerial in nature. All the transactions were at arm's length basis. For and on behalf ofBoard of Directors

For and on behalf of Board of Directors
(Sachin Agarwal) (Alok Agarwal)
Place: Lucknow Chairman & Managing Director Director Quality & Technical
Date: May 27 2019 (DIN: 00142885) (DIN: 00129260)

ANNEXURE VI PARTICULARS OF Energy Conservation Technology Absorption Foreign ExchangeEarnings and Outgo REQUIRED UNDER COMPANIES (ACCOUNTS) RULES 2014

(a) Energy Conservation measures taken - Pool system in force for transportation to reduce fuel consumption and air pollution.
- Convenient forklifts have been used which are battery operated and energy saving with fumes free system installed.
- Efficient CNC machines with 8 axes have been installed to reduced maximum energy time and main power.
- A large size Robotic System has been installed to improve coating efficiency of big shells.
- Recycling of indirect waste materials like used ceramic to reduce solid waste generation and increase efficient utilization of resources.
- Heat treatment furnaces have been converted to electrical furnaces in order to enhance productivity and energy conversation.
- Energy saving is increased by optimum utilization of induction furnaces. Systematic maintenance of furnaces is carried out to ensure optimum performance on a sustainable basis.
- Transparent fibre glass sheets have been fixed at various places on the roof of the shop floors to allow natural light to save on electrical lighting load.
- Mercury Vapor Lamps 250W and Metal Halide 150W have replaced by more energy saving LED Lights in shop floors.
- 700 kW Rooftop Solar Plant has been commissioned in the AMTC plant for generation of energy by sunlight as a renewable source of energy.
- Battery operated forklift and hydraulic pallet have been procured to reduce diesel consumption.
- Energy efficient 200 KVA UPS has been installed to control maximum load.
- Energy saving LED Lights have been installed in shop floors and offices for new requirements / replacement.
- Waste heat recovery systems have been installed in the new AMTC plant to utilize residual heat from the casting process.
- Comprehensive recycling and reuse systems have been implemented for reuse of direct and indirect materials to reduce solid waste generation and make production more environments friendly.
- Use of large size glass window panels in all areas of the new plant and office space at the AMTC Plant provide ample daylight and save on electrical lighting load.
(b) Additional investments and proposal if any being implemented for reduction of energy consumption. - Power active filters to be integrated in overall plant to save energy and will control maximum load.
- Geo-thermal heating and cooling systems to be set up to transfer heat from the ground and reduce energy cost for heating and cooling of shells and castings respectively.
- Comprehensive recycling and reuse systems are being implemented for reuse of direct and indirect materials to reduce solid waste generation and make production more environments friendly.
- The Energy Logger instrument shall be procured for observation of Energy trend to save energy.
- Additional active filter device has been installed with sophisticated machines.
- High frequency grinder to be planned to replace old one to increase production and energy conservation.


(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact of cost of production of goods. Reduced energy consumption
Significant reduction of carbon footprint
Energy hedge against rise in power costs
Shift to use of renewable energy instead of traditional energy sources
(a) Specific areas in which R&D carried out by the Company - Company has taken up an innovative project for development of new casting technology overcoming limitations of existing casting technologies for large sized castings required for critical applications like Power Oil & Gas & Refining Sectors.
- The Company has successfully developed 5000 kgs single piece casting by RapidCast™ Technology.
- The Company has already been recognized by the Department of Scientific and Industrial Research (DSIR) under the Ministry of Science & Technology Government of India for its in-house Research and Development facilities. DSIR has also granted approval to PTC Industries Limited u/s 35 (2AB) of the Income Tax Act 1961 for availing various incentives provided under the Act in connection with its research and development activities. The Company has developed innovative manufacturing process whereby pouring is carried out under vacuum in order to minimize defects normally associated with traditional casting processes.
- Solid modeling and simulation done before actual production in order to optimize the manufacturing process.
- Rapid prototyping is done to reduce production cycle times and manufacture small volume parts with high integrity and reliability.
- Capabilities have been developed to manufacture large size castings up to 6000 kilograms a piece by the RapidCast™ Process.
- A high level of automation and process control is employed through the Company's path-breaking technologies.
- The Company has established a Titanium Casting manufacturing capability using Ceramic Shelling for the first time in India. A significant amount of research development and technology development has been made for this. The company's project for development and commercialization of Titanium Casting Technology has been approved by the Department of Heavy Industry Ministry of Heavy Industries & Public Enterprises under their Technology Acquisition Fund Program (TAFP).
- A VAR furnace required for skull melting has been installed.
- The company has also successfully developed its Printcast™ technology using 3D printed patterns for manufacture of highly complex high integrity and high precision parts in smaller weight ranges.
(b) Benefits derived as a result of above R&D - The establishment of capabilities for manufacture of a large number of metal components for the first time ever in the country including Titanium castings highly critical parts for aerospace and space-exploration applications.
- The availability of the latest and best-in-class manufacturing processes at par with international technology and standards in the country.
- Import substitution and creation of viable export revenues through the establishment of facilities offering products that shall be manufactured with the best technologies and equipment in the world.
- High levels of integrity and consistency in the products manufactured by the Company.
- Significant developments have been made to reduce casting weights and improve surface finish in order to manufacture parts for super-critical applications.
- Conservation of scarce resources and better environment.
- Reduced cycle times with Zero Defect Quality – Level 1 Radiography castings in exotic and difficult-to-make alloys which ordinarily cannot be manufactured through the casting process.
- Significant weight reduction and reduced total cost of ownership of parts which is beneficial to the customers as well.
(c) Future plan of action - Significant developments and research are being undertaken in the area of additive manufacturing including the manufacture of complex metal parts through 3D printing and metal powders. Development of environmentally neutral manufacturing processes which reduce solid wastes and toxic gaseous emissions.
- Increase in export turnover and consequently foreign exchange earnings for the country.
- Import substitution for critical components leading the path to self-reliance in manufacturing in aerospace space-exploration and other industries.


(d) Expenditure on R&D 2018-19 2017-18
(Rupees in lakhs) (Rupees in lakhs)
i. Capital - -
ii. Revenue 111.05 85.80
iii. Total 111.05 85.80
iv. % of total turnover 0.73 0.85


(a) Efforts in brief made towards technology during selection absorption and innovation In the past the technology to produce castings by Replicast process has been absorbed successfully by the Company. This technology has brought about remarkable improvements in the quality of castings that are manufactured by the Company.
However the limitation of the process was the maximum size which could be produced. In order to break this limit the Company undertook a Research and Development Project to develop the Rapidcast™ process to make large size castings without manufacturing any tooling.
This project has been completed and approved by the Department of Scientific and Industrial Research of the Government of India.
The Company has already successfully produced up to 6000 kgs single piece casting
Benefits derived as a result of this process are
• Reduced production times for manufacture of small volume large size parts for critical and super critical applications.
• Significant improvements in quality reduction in total cost of ownership development of more efficient parts import substitution etc.
• Certain complex castings can be produced by in a more cost- effective and efficient manner.
• A high degree of dimensional accuracy can be achieved with less machining allowances.
• The ‘uncastable' can now to be ‘cast' – costly fabricated parts can be converted into castings.
There are very few foundries in the world who have such a wide range to moulding processes including Replicast RapidcastTM and the latest machining facilities within a single facility. Hence the Company will have a vast range of products for a wide range of applications which shall make it the supplier of choice both in the domestic as well as export markets.
An increase in exports of better quality products at competitive price.
Development of the RapidCast™ Process will break the weight barrier limitation of castings to 5 Tons per piece.
Working towards development of processes to enhance the mechanical and metallurgical properties of castings to be at par or better than forged parts through use of the forgeCAST™ technology using India's first commercial Hot Iso-static Pressurization equipment.
Intensive research and extensive trials on imported equipment led to the creation of a process where various techniques were combined and equipment was modified to create a process leading to densification of the part and creating a smaller grain or microstructure equivalent to that of forgings.
This radical technology shall enable the Company to manufacture any size near-net-shape complex parts in exotic and higher metallurgies with mechanical properties strength reliability and quality equivalent to that of forgings.
(b) In case of imported technology (imported during the last five years) reckoned from the beginning of the financial year. The Company has licensed the Titanium Casting technology using ceramic shelling and has built a Titanium Casting facility in the new AMTC plant.
This shall be the first such facility in the country and shall have the capability to manufacture high integrity cast components in titanium zirconium and other exotic alloys for critical and super critical applications in a wide range of industries.
With the Company's successful history of absorbing and using the latest technologies this shall be a big step towards indigenization of a very important set of products.
PTC has brought in unique technologies like Vacuum Melt HIP Powder Metallurgy etc from different countries in order to bring in best-in-class manufacturing to the cast metal component manufacturing industry in the country.
(c) Technology imported and Year of Import An agreement has been signed for an exclusive use of technology to produce castings by Replicast process from M/s Casting Technology International UK during the financial year 2007-2008.
An agreement has also been signed for exclusive licensing of titanium casting technology using ceramic shelling with M/s Casting Technology International UK during the financial year 2015-16.
(d) Has technology been fully absorbed? Yes Replicast Castings are being commercially produced by the Company.
The titanium casting technology transfer process has been initiated and the technology shall be commercialised by the Company over the next 1-2 years.
(a) Activities relating to exports initiatives taken increase exports development of new export market for products and services and export plans The Company's continuous efforts have led to consistency in high percentage of export turnover reduction in manufacturing costs and improvement in operating efficiencies. After the commissioning of the new Advanced Manufacturing and Technology Centre significant business opportunities are opening up and a the Company offers a competitive edge through all the technologies and systems that have been added in the new unit.
The Company has also made significant progress towards increasing its capabilities in terms of introducing and indigenizing new technologies which shall enable remarkable improvements in performance efficiencies significant weight reduction and will be environmentally neutral. With the focus of the world shifting on Indian manufacturing facilities the Company is in a position to offer world-class products at affordable prices.
Many new customers are being added by the Company in its bid to expand its export operations and augment its revenue from exports. During the year the new Advanced Manufacturing & Technology Centre the Company's new state-of-the-art manufacturing facility in Lucknow has begun commercial production. With this the Company has already begun to add significantly to its export turnover due to increased capacity and capabilities being offered in this new unit.


(b) Total Foreign Exchange used and earned 2018-19 2017-18
(Rupees in lakhs) (Rupees in lakhs)
Expenditure 949.94 714.37
Earnings 12385.85 7657.95
Net foreign exchange earning 11435.91 6943.58
Net foreign exchange earning % 92.33 90.67


Place: Lucknow Sachin Agarwal Alok Agarwal
Date: August 10 2019 Chairman & Managing Director Director - Quality & Technical