DEAR MEMBERS,
Your Directors are pleased to present the 60th Annual Report of the Company
along with financial statements for the year ended 31st March 2023.
1. RESULTS OF OUR OPERATIONS
Table gives the financial performance of the Company for the financial year 2022-23
as compared to the previous financial year.
FINANCIAL HIGHLIGHTS
|
|
Standalone |
|
Consolidated |
SN |
Particulars |
Year ended 31 March 2023 |
Year ended 31 March 2022 |
Year ended 31 March 2023 |
Year ended 31 March 2022 |
1 |
(a) Revenue from operations |
21,598.78 |
17,893.51 |
21,926.21 |
17,895.48 |
|
(b) Other income |
1,067.33 |
690.53 |
747.27 |
627.99 |
|
Total income |
22,666.11 |
18,584.04 |
22,673.48 |
18,523.47 |
2 |
Total expenses |
16,802.07 |
14,170.99 |
16,062.96 |
13,685.32 |
3 |
Profit before finance cost, depreciation and |
5,864.04 |
4,413.05 |
6,610.52 |
4,838.15 |
|
amortisation, exceptional items and tax (EBIDTA), |
|
|
|
|
4 |
Finance cost |
1,538.88 |
1,505.52 |
1,577.74 |
1,516.58 |
5 |
Depreciation and amortisation expenses |
1,647.76 |
1,453.93 |
1,666.92 |
1,462.99 |
6 |
Profit before tax and exceptional item |
2,677.40 |
1,453.60 |
3,365.86 |
1,858.58 |
7 |
Exceptional item |
- |
(156.79) |
- |
(156.79) |
8 |
Profit before tax |
2,677.40 |
1,296.81 |
3,365.86 |
1,701.79 |
9 |
Total tax expense |
666.93 |
347.16 |
784.35 |
420.64 |
10 |
Profit for the period |
2,010.47 |
949.65 |
2,581.51 |
1,281.15 |
11 |
Total other comprehensive income |
(7.35) |
(1.64) |
(7.75) |
(0.49) |
12 |
Total comprehensive income for the period (comprising profit and other comprehensive
income for the period) |
2,003.12 |
948.01 |
2,573.76 |
1,280.66 |
13 |
Paid-up equity share capital (H 10 per share) |
1,338.23 |
523.91 |
1338.23 |
523.91 |
14 |
Earnings per share (Face value of H 10/- each): |
|
|
|
|
|
(a) Basic |
15.27 |
7.28 |
19.60 |
9.82 |
|
(b) Diluted |
15.22 |
7.27 |
19.54 |
9.81 |
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
Based on consolidated financial statement the Company witnessed growth in revenue from
operations by 22.52% to H 219.26 crores with scaling up of capacity utlisation and
induction of new customers and products during the year.
Profit before finance cost, depreciation and amortisation, exceptional items and tax
(EBIDTA), as a percentage of total income, has increased to 29.16% from 26.12% in the
previous year, in absolute terms it has increased by 11.64%.
Based on standalone financial statement the Company witnessed growth in revenue from
operations by 21% to H 215.99 crores with growth in business and additional of new
products and new customers to the Company's portfolio. Profit before finance cost,
depreciation and amortisation, exceptional items and tax (EBIDTA), as a percentage of
total income, has increased to 25.87% from 23.75% in the previous year.
For a detailed discussion on the Company's financial and operating results, please
refer to the Financial Performance section of the Management Discussion and Analysis
Report in this Annual Report.
DIVIDEND
The Company has already commercialized its manufacturing capability at the Advanced
Manufacturing & Technology Centre (AMTC) in Lucknow, Uttar Pradesh. A substantial
investment has been made in new technologies and capabilities for this new facility,
effects of which are visible in the Company's financial performance. However, the Company
has also formed a new subsidiary Aerolloy Technologies Limited for entering into the
aerospace components and strategic materials market for significant capital expenditure is
under way. Hence, the majority of funds are being invested into the Company's 100%
subsidiary to support this growth and therefore the directors do not consider it prudent
to recommend any dividend for the year ended on March 31, 2023. The Company has also not
transferred any amount to the General Reserve during the year. The amount of H 25.82
crores is proposed to be retained in the Profit and Loss Account for the year ended on
March 31, 2023.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
As per the requirement of section 186(4) of Companies Act, 2013, particulars of loans
given, investments made, guarantees given or securities provided along with the purpose
for which the loan or guarantee or security is proposed to be utilized by the recipient
are provided in the standalone financial statements on page number 222. The Company
is in compliance with the limits as prescribed under Section 186 of Companies Act, 2013
read with Rule 11 of the Companies (Meeting of Board and its Powers) Rules, 2014.
RELATED PARTY TRANSACTIONS
All contracts, arrangements, or transactions entered by the Company during the
financial year with related parties were in the ordinary course of business and on an
arm's length basis. During the year, the Company had not entered into any contract,
arrangement, or transaction with related parties which could be considered material in
accordance with the policy of the Company on the materiality of related party transactions
or which is required to be reported as Form No. AOC-2 in terms of Section 134(3)(h) read
with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
The Policy on Materiality of Related Party Transactions and on dealing with Related
Party Transactions as approved by the Board is put up on the Company's website and can be
accessed at https://www.ptcil.com. There were no materially significant related party
transactions that could have potential conflict with the interest of the Company at large.
The disclosures as required under Part A of Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are provided in accordance with Ind AS 24
in the notes to standalone financial statements.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT
No material changes and commitments have occurred after the close of the year till the
date of this Report, which affect the financial position of the Company.
The company has applied to the National Stock Exchange Limited (NSE Limited) for
listing of all its equity shares of the company. Company has received the final approval
for listing and trading of its entire 1,33,82,257 (One Crore Thirty Three Lakh Eighty Two
thousand Two hundred and Fifty Seven) equity shares of face value of Rs. 10/- each w.e.f.
09th June 2023 vide NSE letter Circular Ref. No. 0695/2023 dated June 07, 2023.
Further after the closing of Financial Year 2022-23, As per the Approval of the Board
of Director on June 08, 2023 and shareholders' approval on July 08, 2023 the company issue
and allot up to 1,80,000 (One Lakh Eighty Thousand) Equity Shares of face value of Rs.10/-
(Rupees Ten Only) each fully paid up, for cash, to be issued at a price of Rs. 2,500/-
(Rupees Two Thousand and Five Hundred Only) per Equity Share, determined in accordance
with the provisions of Chapter V of SEBI ICDR Regulations, for an aggregate amount of up
to Rs. 45,00,00,000/- (Rupees Forty Five Crores Only).
Further Aerolloy Technologies Limited (wholly owned subsidiary of PTC Industries
Limited) participated at the International Paris Air Show 2023, exhibited and displayed
its best-in-class capabilities and technologies for Aerospace and Defence applications.
GLOBAL PANDEMIC COVID-19
As the COVID-19 pandemic enters its fourth year, surveillance has declined
dramatically. In most countries, life has returned to "normal". Still, millions
continue to be infected or reinfected with SARS-CoV-2, and many questions remain about the
potential emergence of new variants that could cause fresh surges. As many countries
adjust their emergency response, absorbing COVID-19-related actions into integrated
respiratory disease management, there is an opportunity to strengthen the public health
foundation for future epidemic and pandemic response efforts. Going forward, India will
have to prioritize economic expansion and sustainability to maintain its trajectory of
growth and influence. The country must continue to embrace transformational, rather than
incremental change to shape an economic policy that supports rapid growth.
PTC will continue to work diligently and comprehensively to support to address all
aspects of COVID-19 and ensure that the hard lessons of COVID-19 will maintain robust
engagement in pandemic preparedness for the future.
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's
discussion and analysis is set out in this Annual Report on page number 87.
2. BUSINESS
PTC has witnessed remarkable growth during the year in its industrial castings
business, particularly for exports to large Original Equipment Manufacturers (OEMs) and
especially with the augmentation of its product offerings. Through strategic partnerships
and a focus on delivering high-quality products, PTC has solidified its position as a
leading player in the international market for critical and super-critical cast metal
components. The company's relentless commitment to innovation and customer satisfaction
has enabled it to enter into long-term supplies with its customers, further boosting its
global presence and market share in the industrial castings sector.
In addition to its success in the industrial castings business, PTC's aerospace and
defence segment is showing promising signs of growth through its wholly owned subsidiary,
Aerolloy Technologies. The Company has managed to secure development orders and customers,
including with prestigious companies like Safran Aircraft Engines and Israel Aerospace
Industries. PTC is also entrenched with a number Indian Defence agencies supplying
critical cast metal components for various applications across land, air and naval defence
systems.
Overall, PTC's commitment to excellence, coupled with its strategic expansion into both
industrial castings, aerospace and defence sectors, has yielded remarkable results. With a
growing portfolio of international clients and a strengthening position in the domestic
defence market, the company is well-positioned for continued growth and success in the
years to come.
SUBSIDIARY
The Company has formed a 100% owned subsidiary Company named Aerolloy Technologies
Limited, incorporated on February 17, 2020, having CIN No. U27200UP2020PLC127120. The
Company has no other subsidiary, associate or joint venture. The Company has made an
investment of H 42.67
Crores in its wholly owned subsidiary Aerolloy Technologies Limited by subscription of
4,26,739 equity shares of H 10/- each during the year under report, taking aggregate
investment to H 64.54 crores in its wholly owned subsidiary.
Your Company's Policy for the determination of a material subsidiary, as adopted by
your Board, in conformity with Regulation 16 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations 2015, can be accessed on
your Company's corporate website at www.ptcil.com. Aerolloy Technologies Limited is a
material subsidiary of the company. The Minutes of Board Meetings of the subsidiary
companies and details of significant transactions and arrangements entered into by them
are placed before the Board of Directors of the Company. The annual financial statements
of the subsidiary companies are reviewed by the Audit Committee of the Company.
Performance review reports of wholly owned subsidiaries are also placed before the Board
of Directors of the Company on a half-yearly basis. A statement containing salient
features of the financial statement of subsidiaries/associate companies/ joint ventures
enclosed as Annexure-I.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of the act and listing regulations read with Ind
AS-110-consolidated financial statement, Ind AS-28-investments in associates and joint
ventures, and Ind As-31-interests in joint ventures, the Company has prepared consolidated
financial statements for the year 2022-23. The following may be read in conjunction with
the Consolidated Financial Statements of the Company prepared in accordance with Indian
Accounting Standard 110. Shareholders desirous of obtaining the Report and Accounts of
your Company's subsidiaries may obtain the same upon request. Further, the Report and
Accounts of the subsidiary companies are also available on your Company's website,
www.ptcil.com, in a downloadable format.
RESEARCH AND DEVELOPMENT
PTC Industries' unwavering focus on research and development has begun to bear fruit,
particularly in the field of Titanium Casting technology and components for defence and
aerospace applications in titanium and super alloys. The company's dedicated efforts in
this area are poised to revolutionize the metal component industry and redefine the future
of critical metal component manufacturing for a wide range of applications. These
groundbreaking technologies and processes are expected to have a profound impact, not only
on PTC's operations but also on the broader aerospace and defence sectors both within the
country and internationally.
Over the past few years, PTC Industries has placed heightened emphasis on continuously
developing and indigenizing cutting-edge technologies. This commitment is specifically
directed towards the manufacturing of strategic materials, components, and subsystems for
Defence and Aerospace applications, which are projected to serve as the primary growth
engine for the company moving forward. By constantly pushing the boundaries of innovation
and adopting the latest advancements in the industry, PTC is positioning itself at the
forefront of the market, poised to lead the way in meeting the evolving demands of the
Defence and Aerospace sectors.
The Company has already been recognized by the Department of Scientific and Industrial
Research (DSIR), under the Ministry of Science and 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 successfully completed its Technology Development and Demonstration
Programme (TDDP) for the development and commercialization of the RapidCast
technology for the manufacture of stainless-steel castings of weight up to 6,000 kilograms
which have become fully operational and allowed the Company to manufacture stainless steel
castings weighing up to 6,000 kilograms, single-piece for a wide range of critical and
super-critical products during the year.
Additionally, the Company's project for the acquisition and customisation of Technology
for the Development and Commercialisation of Titanium Castings with Ceramic Shelling under
the Technology Acquisition Fund Programme (TAFP) supported by the Department of Heavy
Industry, Ministry of Heavy Industries and Public Enterprises, Government of India has
also been completed. The research and development undertaken under this project is
resulting in a unique capability being created in the country for the indigenous
manufacture of Titanium Castings for the first time ever. This has a very far-reaching
impact as Titanium components are used in a wide range of applications from aerospace,
chemical industries, and industrial components to medical implants.
QUALITY AND SAFETY
PTC Industries places the highest level of importance on maintaining exemplary
standards for quality, safety, training, development, health, and the environment. The
company has made significant strides in adopting cutting-edge technologies, including
artificial intelligence, data analytics, and advanced software, to continuously upgrade
and uphold its safety and quality parameters. This commitment to excellence is evident in
the company's numerous international quality standard certifications, such as ISO
9001:2015, PED (Pressure Equipment directive), AD 2000 Merkblatt, and various Marine
Classification Approvals, as well as its DSIR approved Research and Development
laboratory.
A shining example of PTC's dedication to achieving higher levels of quality is its
wholly-owned subsidiary, Aerolloy Technologies receiving the prestigious certification for
manufacturing Titanium and Nickel Super Alloy Castings for Aerospace applications under EN
9100:2018 and AS 9100 from TUV NORD CERT GmbH. These certifications underscore the
company's relentless pursuit of excellence in the Aerospace sector. Further, Aerolloy has
also been approved by significant aerospace customers like Safran, Israel Aerospace
Industries, and Honeywell Aerospace for supply of critical metal components. Various
NADCAP approvals have also been received by Aerolloy during the year.
At PTC Industries, the safety and well-being of its employees are paramount. The
company places significant emphasis on safety awareness, Personal Protective Equipment
(PPE) usage, and rigorous safety practices to maintain an injury, hazard, and
accident-free workplace. By implementing innovative technologies and global best
practices, the company continually strives to improve operational efficiency while
minimizing its impact on the environment.
Furthermore, PTC Industries goes above and beyond to contribute positively to the
communities around its operations, reflecting its strong sense of corporate
responsibility. Utilizing renewable energy sources and rainwater harvesting to manage
operations showcases the company's commitment to environmental preservation for the
benefit of present and future generations.
With an experienced environmental engineer leading the EHS department, PTC Industries
ensures compliance with various international guidelines for environmental, health, and
safety, reaffirming the company's dedication to maintaining the highest industry
standards.
In summary, PTC Industries stands steadfast in its commitment to excellence,
demonstrating its unwavering commitment to quality, safety, and environmental stewardship.
With a positive work culture and a focus on continuous improvement, the company is setting
new benchmarks in the industry, all while contributing positively to society and the
environment.
AWARDS AND RECOGNITIONS
i. Raksha Mantri Excellence Award: PTC Industries was lauded with the Raksha
Mantri Excellence award for its innovative and remarkable work in the field of Defence.
The company's commitment to pushing the boundaries of technology and delivering
cutting-edge solutions to the defence sector garnered special recognition from the
Ministry of Defence. This prestigious award reflects PTC Industries' unwavering dedication
to advancing the country's defence capabilities and showcasing its position as a leading
player in the defence industry.
ii. UP State Award for Excellence in Exports: During the year, PTC Industries
was honoured with the prestigious UP State Award for Excellence in Exports. The company's
exceptional performance in the export sector was recognized, highlighting its significant
contributions to the state's economic growth. Shri Alok Agarwal, a key figure in PTC
Industries, received this distinguished award from the Honourable Chief Minister, Yogi
Adityanath, further acknowledging the company's outstanding achievements in international
trade.
iii. Approval from Safran Aircraft Engines: PTC Industries' wholly-owned
subsidiary, Aerolloy Technologies Limited (ATL), achieved a significant milestone by
receiving approval from Safran Aircraft Engines (SAE), a top global aircraft engine
manufacturer. SAE approved ATL for the development and supply of critical Titanium and
Super Alloy castings for Aero Engines. This groundbreaking achievement marks the first
time such critical cast components for Aircraft Engines, in Titanium and Super Alloys, are
being sourced by SAE from India, positioning ATL as a trusted partner for top-tier
international aerospace companies.
iv. Developmental Contract for DRDO - GTRE's Combat Aircraft Engine: In line
with the Indian government's 'Aatmanirbhar Bharat' initiative and the strategic importance
of indigenously developed defence capabilities, PTC Industries secured a developmental
contract for critical components for DRDO - GTRE's Combat Aircraft Engine program. This
development represents a significant step towards strengthening India's self-reliance in
defence technology and reinforces PTC Industries' role as a key contributor to the
nation's defence ecosystem.
v. Clearance Certificate for Critical ON-LINE FITTINGS (OLFs) for Defence
Applications: PTC Industries achieved another noteworthy feat by obtaining a
'CLEARANCE CERTIFICATE' for critical ON-LINE FITTINGS (OLFs) made from expensive Titanium
alloys, utilizing their unique In-House Capability comprising of Investment Casting + HIP
(Hot Isostatic Pressing) processing techniques. This achievement is a testament to the
company's exceptional expertise and state-of-the-art capabilities, which are on par with
only a few select companies worldwide. The clearance further validates PTC Industries'
proficiency in providing cutting-edge solutions for critical defence applications.
Overall, these awards and recognitions showcase PTC Industries' relentless pursuit of
excellence, innovation, and commitment to advancing the defence and aerospace sectors in
India and on the global stage. The company's dedication to quality, technology, and
self-reliance positions it as a prominent player driving the growth of India's defence and
aerospace industries.
3. HUMAN RESOURCE MANAGEMENT
PTC recognizes that its highly motivated and dedicated employees are its primary asset
and the driving force behind the company's holistic growth and prosperity. As part of its
commitment to the development of its workforce, PTC has initiated a comprehensive HR
Transformation project. This transformative project aims to build a future-ready
organizational structure that fosters growth, efficiency, and innovation.
One of the key focus areas of the HR Transformation project is the development of a
robust process framework to streamline and automate various HR processes. By leveraging
cutting-edge technology, PTC aims to enhance efficiency, reduce manual efforts, and
improve overall productivity. The implementation of automated systems will not only
optimize HR functions but also free up valuable time for employees to focus on strategic
and value-added tasks.
As part of the transformation journey, PTC is also carrying out competency assessments
to identify and nurture talent within the organization. This enables the company to align
employee skills with organizational objectives and provides targeted training and
development opportunities. Continuous upskilling and training programs are conducted,
covering various domains like management, operations, finance, and technology, empowering
employees to grow both personally and professionally.
Furthermore, the HR Transformation project includes the establishment of a
comprehensive performance monitoring structure. This performance evaluation system enables
PTC to recognize and reward exceptional performance while also identifying areas for
improvement and providing necessary support for employee development.
At PTC, the efficiency of the workforce has always been a key priority as the company
moves towards larger capacities and greater capabilities. PTC focuses on continuous
business process optimization, efficiency improvement, and cost reduction. Throughout the
year, various manufacturing excellence and productivity improvement projects are conducted
with both internal and external experts. This year, under the guidance of experts, the
company's world-class team launched a series of six-sigma projects, working towards the
implementation of Lean Manufacturing and 5S techniques. At the shop floor, several new
systems and innovative manufacturing tools have been implemented to enhance the quality
and efficiency of the output.
Internal and external training programs and seminars covering management, operations,
finance, and technology are regularly undertaken to ensure that employees' competencies
are consistently upgraded, benefiting them both personally and professionally. Employees
are actively encouraged to stay abreast of technological developments and novel approaches
adopted globally, to update their knowledge and skills. With access to the latest
equipment and digital tools, employees leverage their expertise for the company's benefit.
PTC fosters a culture of cross-functional training and skill development, offering
opportunities for employees to educate themselves across various manufacturing and
functional processes.
The company maintains effective communication channels to facilitate meaningful
interactions between management and staff. Responsive and candid communication with
employees is standard practice, and PTC has started demanding the same from its next tier
of leadership. Regular interactions and collaborative sessions, held at least once a
month, provide a platform for discussing strategy, risks, and execution. The company
encourages innovation by providing employees with structured support to navigate
uncertainty and nurture their creative process without restraint.
PTC's management remains steadfast in its commitment to innovation and has established
a dedicated task force focused on Technology and Innovation to drive the growth of
inventive processes and ideas within the workplace. Active participation of the senior
management team in the task force's activities enables them to discern inflection points
that may be overlooked by other staff members and make informed decisions. Beyond regular
interactions, the management provides ample opportunities for innovative thoughts to come
forward through exclusive pages and dedicated time for creative and innovative thinking in
the company's in-house magazine and office functions.
Through these initiatives, PTC continues to uphold its dedication to employee
development, innovation, and excellence in the workplace.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names of the top ten employees in terms of remuneration drawn and
names and other particulars of the employees drawing remuneration in excess of the limits
set out in the said rules is placed at Annexure III and forms part of this Report.
Disclosures relating to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is placed at Annexure III and forms part of this Report.
4. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and
adheres to the Corporate Governance requirements set out by the Securities and Exchange
Board of India ("SEBI"). The Company has also implemented several best
governance practices. The report on Corporate Governance as stipulated in Schedule V Part
C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms
part of the Annual Report. The requisite certificate from the Practicing Company Secretary
confirming compliance with the conditions of Corporate Governance is attached to the
report on Corporate Governance.
NUMBER OF MEETINGS OF THE BOARD
The Board met Six times during the financial year, the details of which are given in
the Corporate Governance Report that forms part of this Annual Report. The intervening gap
between any two meetings was within the period prescribed by the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company seeks to maintain an appropriate mix of executive and independent directors
in order to maintain the independence of the Board and segregate the functions of
governance and management. The Board consists of professionally qualified individuals from
diverse backgrounds with wide experience in business, education, finance, and public
service. As at year-end, the Board consists of 11 directors, one of whom is Chairman &
Managing Director four are Whole-time directors and six are independent directors. Your
Company, in compliance with section 178(1) of the Companies Act, 2013 read with The
Companies (Meeting of Board and its Powers) Rules, 2014, has duly constituted a Nomination
and Remuneration Committee. This committee is chaired by an independent director and
formulates the criteria for determining qualifications, positive attributes, independence
of a director and other matters.
Appointment and the remuneration of Board members, key managerial personnel or one
level below the Board level is fixed on the basis of the recommendation of the Nomination
and Remuneration Committee made to the Board, which may ratify them, with or without
modifications. Disclosures pursuant to the requirements of section 197(12) read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
have been made in Annexure III of this Board Report. The Company affirms that there has
been no change in this policy and that the remuneration paid to directors is as per the
terms laid out in this policy.
INDUCTION AND CHANGES
In accordance with the provisions of Section 152 of the Act read with Article 158 and
159 of the Articles of Association of the Company, Ms. Smita Agarwal will retire by
rotation at the ensuing AGM and, being eligible, offer herself for reappointment. The
Board has recommended her reappointment. The Company also appointed Ms. Prashuka Jain
(DIN- 06412915) as an Independent Women Director w.e.f. from September 05, 2022, and the
same was approved by the shareholders on 59th AGM of the Company.
Further, the tenure of Managing Director & Whole Time Directors expired on
September 30, 2022, accordingly, the Board recommended for their re-appointment and
necessary agenda items for the appointment of Mr. Sachin Agarwal as Chairman &
Managing Director, Mr. Alok Agarwal as Director (Quality & Technical), Mr. Priya
Ranjan Agarwal as Director (Marketing), Mr. Ashok Kumar Shukla as Whole Time Director and
Smita Agarwal as Whole Time Director & CFO was placed at AGM and these were approved
by the shareholders of the Company at the 59th AGM of the Company.
Familiarisation Programme for Directors
PTC places great importance on fostering a well-informed and engaged Board of
Directors, who act as responsible trustees to meet stakeholders' expectations and societal
aspirations. To ensure effective discharge of their roles, the Company has implemented a
comprehensive familiarisation program for its Directors.
Under this program, Directors are continuously updated on changes and developments in
the domestic and global corporate and industry landscape, including relevant statutes,
legislations, and the economic environment. This empowers them to make well-informed and
timely decisions that align with the Company's strategic goals and objectives.
To further enhance their understanding, the Directors are provided with insights into
matters significantly impacting the Company's operations and growth. Regular visits to
Company facilities are also organized, enabling Directors to gain firsthand knowledge of
the Company's operational processes and engage with the workforce.
By actively promoting Director familiarisation, PTC ensures that its Board is equipped
with the necessary knowledge and expertise to effectively steer the Company, safeguard
stakeholders' interests, and uphold the highest standards of corporate governance.
Attributes, Qualifications and Independence of Directors and their Appointment
The Nomination and Remuneration Committee, adopted the criteria for determining
qualifications, positive attributes and independence of Directors, including Independent
Directors, pursuant to the Act and the Rules thereunder. The Corporate Governance Policy,
inter alia, requires that Non-Executive Directors be drawn from amongst eminent
professionals, with experience in business, finance, law, public administration, and
enterprise. The Board Diversity Policy of your Company requires the Board to have a
balance of skills, experience, and a diversity of perspective appropriate to the Company.
The skills, expertise, and competencies of the Directors as identified by the Board along
with the names of directors who have such skills, expertise, or competence, are provided
in the Report on Corporate Governance forming part of the Report and Accounts. The
Articles of Association of your Company provide that the strength of the Board shall not
be fewer than three nor more than fifteen. Directors are appointed/ re-appointed with the
approval of the Members for a period of three to five years or a shorter duration, in
accordance with retirement guidelines and as may be determined by the Board from time to
time. All Directors, other than Independent Directors and Managing Director are liable to
retire by rotation unless otherwise approved by the Members. One-third of the Directors
who are liable to retire by rotation, retire every year and are eligible for re-election.
Details of the Company's Policy on remuneration of Directors, Key Managerial Personnel,
and other employees is provided in the Report on Corporate Governance forming part of the
Report and Accounts.
DECLARATION BY INDEPENDENT DIRECTORS
As per the requirement of section 149(7), the Company has received a declaration from
every Independent Director that he or she meets the criteria of independence as laid down
under section 149(6) read with rule 5 of the Companies (Appointment and Qualification of
Directors) Rule, 2014 and Regulation 25 of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015. The Independent Directors of your Company have confirmed
that (a) they meet the criteria of Independence as prescribed under Section 149 of the Act
and Regulation 16 of the Listing Regulations 2015, (b) they are not aware of any
circumstance or situation, which could impair or impact their ability to discharge duties
with an objective independent judgement and without any external influence and (c) they
have registered their names in the Independent Directors' Databank. Further, in the
opinion of the Board, the Independent Directors fulfil the conditions prescribed under the
Listing Regulations 2015 and are independent of the management of the Company.
BOARD EVALUATION
The Nomination and Remuneration Committee, as reported in earlier years, formulated the
Policy on Board evaluation, evaluation of Board Committees' functioning and individual
Director evaluation, and specified that such evaluation will be done by the Board,
pursuant to the Act and the Rules thereunder and the Listing Regulations 2015.
In keeping with PTC's belief that it is the collective effectiveness of the Board that
impacts the Company's performance, the primary evaluation platform is that of the
collective performance of the Board as a whole. Board performance is assessed against the
role and responsibilities of the Board as provided in the Act and the Listing Regulations
2015 read with the Company's Governance Policy. The Nomination and Remuneration Committee
has devised the criteria for evaluation of the performance of the Directors including the
Independent Directors. The said criteria provide certain parameters like attendance,
acquaintance with business, communication inter se between board members, effective
participation, domain knowledge, compliance with code of conduct, vision, and strategy,
etc., which is in compliance with applicable laws, regulations, and guidelines. Evaluation
of the functioning of Board Committees is based on discussions amongst Committee members
and shared by the respective Committee Chairman with the Chairman of the Nomination and
Remuneration Committee, who in turn shares the consolidated report with the Chairman of
the Board for his review and gives feedback to each Director. Individual Directors are
evaluated in the context of the role played by each Director as a member of the Board at
its meetings, in assisting the Board in realising its role of strategic supervision of the
functioning of the Company in pursuit of its purpose and goals. While the Board evaluated
its performance against the parameters laid down by the Nomination and Remuneration
Committee, the evaluation of individual Directors was carried out against the laid down
parameters, anonymously in order to ensure objectivity. Reports on the functioning of
Committees were placed before the Board by the Committee Chairmen. The Independent
Directors Committee of the Board also reviewed the performance of the non-Independent
Directors and the Board, pursuant to Schedule IV to the Act and Regulation 25 of the
Listing Regulations 2015.
KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Companies Act, 2013 the Key Managerial Personnel of the
Company are Mr. Sachin Agarwal, Chairman & Managing Director, Ms. Smita Agarwal,
Director and CFO, Mr. Alok Agarwal, Director (Quality & Technical), Mr. Priya Ranjan
Agarwal, Director (Marketing), Mr. Ashok Kumar Shukla, Whole Time Director and CFO and
Mrs. Pragati Gupta Agarwal, Company Secretary.
COMMITTEES OF THE BOARD
Currently, the Board has 7 (Seven) committees. A detailed note on the Board and its
committees is provided in the Corporate Governance Report section of this Annual Report.
The composition of the committees and compliances, as per applicable provisions of the Act
and Rules, are as follows:
Audit committee Composition of the committee |
Highlights of duties, responsibilities and activities |
All recommendations made by the committee during the year were accepted
by the Board. |
Dr. Rakesh Chandra Katiyar, Chairperson, |
The Company has adopted the Higher Education Loan Policy for directors
and employees to encourage employees to support higher education for their family members. |
Mr. Brij Lal Gupta, Member |
|
Mr. Krishna Das Gupta, Member |
The Company also reviewed and enforced the Related Party Transaction
Policy during the year. |
Ms. Smita Agarwal, Member |
|
Nomination and remuneration committee |
Highlights of duties, responsibilities and activities |
Composition of the committee |
The Committee oversees and administers executive compensation. The
Committee recommends the criteria for evaluation of the performance of the Directors
including the Independent Directors. |
Mr. Krishna Das Gupta, Chairperson, |
All recommendations made by the committee during the year were accepted
by the Board. |
Mr. Brij Lal Gupta, Member |
|
Dr. Rakesh Chandra Katiyar, Member |
|
Stakeholders' relationship committee |
Highlights of duties, responsibilities and activities |
Composition of the committee |
The Committee reviews and ensures redressal of investor grievances,
ratifies share transfers, duplicate issue of certificates and transmissions. The committee
noted that no grievances of the investors have been reported during the year. |
Dr. Rakesh Chandra Katiyar, Chairperson, |
|
Mr. Ajay Kashyap, Member |
|
Mr. Sachin Agarwal, Member |
|
Mr. Krishna Das Gupta, Member |
|
Project monitoring and environment committee |
Highlights of duties, responsibilities and activities |
Composition of the committee |
It oversees and monitors the progress of large capital expenditures and
projects being implemented by the Company |
It considers matters related to the smooth implementation of new
projects, including project feasibility, resource allocation, and risk assessment
including the Company's investment into its wholly owned subsidiary for setting up new
facilities for manufacture of aerospace castings, strategic materials for defence and
aerospace as well as any ongoing expenditure related to PTC's industrial operations. |
Mr. Sachin Agarwal, Chairperson |
|
Mr. Krishna Das Gupta, Member |
|
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 |
Highlights of duties, responsibilities and activities |
Composition of the committee |
Approval of sanction letters and/or borrowings at a time or by a
cumulative sum not exceeding H 35,00,00,000 (Rupees thirty-five crores) subject to the
fact that the Chairman of the Committee will place such approval at the subsequent meeting
of the Board. |
Mr. Sachin Agarwal, Chairperson, |
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 the future. |
Mr. Alok Agarwal, Member |
|
Mr. Brij Lal Gupta, Member |
To authorise additions/deletions to the signatories pertaining to
banking transactions. |
|
To approve investment of surplus fund for an amount not exceeding H
10,00,00,000 (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 |
Highlights of duties, responsibilities and activities |
Composition of the committee |
The committee oversees the framing, review and effective implementation
of the approved risk management policy throughout the organization. It ensures that
appropriate risk mitigation strategies are in place to safeguard the Company's interests. |
Dr. Rakesh Chandra Katiyar, Chairperson, |
|
Mr. Priya Ranjan Agarwal, Member |
|
Mr. Brij Lal Gupta, Member |
The committee collaborates with relevant stakeholders to identify and
recommend appropriate risk mitigation measures. It ensures that risk management processes
are aligned with the Company's strategic objectives. |
|
The committee ensures that the risk management policy and processes
comply with applicable regulations and industry best practices. It strives to foster a
culture of risk awareness and responsibility within the organization. |
|
The Risk Management Policy of the Company can be accessed at
www.ptcil.com. |
Listing committee |
Highlights of duties, responsibilities and activities |
Composition of the committee |
The Listing committee ensures strict compliance with all provisions of
the Listing Agreement with the stock exchanges where the Company's equity shares are
listed. |
Mr. Sachin Agarwal, Chairperson, |
During the year, the committee oversaw all compliances, procedures, and
managed the Company's listing on the National Stock Exchange as well as the Rights Issue
and Preferential Issue made by the Company. |
Mr. Alok Agarwal, Member |
|
Ms. Smita Agarwal, Member, |
|
Mrs. Pragati Gupta Agrawal, |
|
Company Secretary |
|
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134(3)(c) of the Companies Act, 2013 the
Directors confirm that:
(a) in preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards read with the requirements set out under Schedule III of
the Act have been followed and that there are no material departures from the same;
(b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year ended on March 31,
2023 and of the profit of the Company for year ended on that date;
(c) they have taken proper and sufficient care, to the best of their knowledge and
ability, for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively to the
best of their knowledge and ability; and
(f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and are operating effectively.
ADOPTION OF IND-AS
In accordance with the Companies (Indian Accounting Standards) Rules, 2015 the Company
has adopted Ind-AS for preparation of financial statements with effect from April 01,
2017.
LISTING
The Company has its equity shares listed on BSE Limited.
Further company has also got listed on National Stock Exchange India Limited w.e.f,
June 09, 2023. The Company has paid listing fees for the year 2023-24 to the both stock
exchanges. The Company has also established connectivity with both depositories, NSDL and
CDSL.
4. AUDITORS
STATUTORY AUDITORS
The statutory auditors of the Company, M/s Walker Chandiok & Co LLP, Chartered
Accountants (Reg. No.001076N/N500013) were appointed as statutory auditors of the Company
in the 56th Annual General Meeting of the Company to hold office until the
conclusion of the 60th Annual General Meeting. The Chairman and Managing
Director of the Company has been empowered to decide and approve the remuneration of the
Statutory Auditor from time to time.
The notes referred to by the auditors in their reports are self-explanatory and hence
do not require any explanation. The Auditors' Report does not contain any qualification,
reservation or adverse remark.
SECRETARIAL AUDITOR
M/s Amit Gupta & Associates, Practicing Company Secretaries were appointed as
secretarial auditors of the Company for the year 2022-23 as required under Section 204 of
the Companies Act, 2013 and Rules made thereunder. The secretarial audit report of the
Company for FY 2022-23, in Form MR3, forms part of the Annual Report at Annexure VI
and carries no qualifications, reservations, adverse remarks or disclaimers and hence no
explanations are required. Pursuant to the provisions of the Regulation 24A of SEBI
Listing Regulations, secretarial audit report of Aerolloy Technologies Limited, a material
subsidiary of the Company for FY 2022-23, in Form MR3, forms part of the Annual Report at
Annexure VIA.
The Board has appointed M/s. Amit Gupta & Associates, Practicing Company
Secretaries, as the secretarial auditor of the Company for the financial year 2023-24.
COST AUDIT
The Company maintains necessary cost records as specified by Central Government under
sub-section 1 of Section 148 of the Act read with the Companies (Cost Records and Audit)
Rules, 2014. In terms of the provisions of Section 148 of the Companies Act, 2013, the
Company is not required to have its cost records audited by a Cost Accountant in practice,
as provide under Rule 7(i) of Companies (cost records and audit) Rules, 2014, since the
Company has revenue from exports exceeding 75% of its total turnover.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operations in future.
However, attention is drawn towards statements on contingent liabilities, in the notes of
financial statements.
AUDIT COMMITTEE AND VIGIL MECHANISM
Pursuant to requirement of section 177(1) of Companies Act, 2013 read with Rule 6 of
the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
already formed the Audit Committee, composition of which is covered under Corporate
Governance report section of this Annual Report. The primary objective of the Audit
Committee is to monitor and provide effective supervision of the financial reporting
process of the Company, and to ensure proper and timely disclosures maintaining
transparency and integrity for the shareholders.
The Vigil Mechanism of the Company provides a formal structure to all the directors and
employees to report genuine concerns and safeguard the interests of the stakeholders of
the Company. PTC's vigil mechanism also incorporates a Whistle Blower Policy in terms of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which
includes the appointment of a Whistle Blower Officer who will look into the matter being
reported, conduct detailed investigation and take appropriate disciplinary action.
Protected disclosures can be made by a whistle blower through an email, or dedicated
telephone line or a letter to the Whistle Blower Officer or to the Chairman of the Audit
Committee. The Company's Whistle Blower policy may be accessed on the Company's website at
http://www.ptcil.com. During the year under review, no employee was denied access to
Whistle Blower Officer or Audit Committee and no complaint was received.
ANNUAL RETURN
The Annual Return of your Company is available on its corporate website at
www.ptcil.com.
INTERNAL FINANCIAL CONTROLS
PTC places a strong emphasis on maintaining effective internal financial controls with
regard to its financial statements. These controls are seamlessly integrated into the risk
management process, addressing both financial and financial reporting risks. To ensure
comprehensive coverage, the internal financial controls have been meticulously documented,
digitized, and seamlessly embedded into the business processes.
To obtain assurance on the effectiveness of these controls, PTC employs various
methodologies. This includes rigorous management reviews, control self-assessment,
continuous monitoring by functional experts, and thorough testing of the internal
financial control systems. As part of the process, the Company's Statutory Auditors
conduct in-depth tests to evaluate the controls, and during the year, no reportable
material weaknesses in the design or operation of these controls were observed.
By diligently maintaining strong internal financial controls, PTC demonstrates its
commitment to sound financial management, transparency, and accountability. These measures
serve to safeguard the integrity of financial information and bolster stakeholder
confidence in the Company's financial reporting processes.
CREDIT RATING
The Company's financial discipline and prudence is reflected in the strong credit
ratings ascribed by rating agencies as given below:
Instrument |
Rating Agency |
Rating* |
Outlook |
Rating Action |
Long Term Bank Facilities |
Informerics Ratings |
IVR BBB+ |
Stable |
Reaffirmed |
Short Term Bank Facilities |
Informerics Ratings |
IVR A2 |
Stable |
Reaffirmed |
Short Term non-fund-based Bank Facility |
Informerics Ratings |
IVR A2 |
Stable |
Reaffirmed |
*The ratings have been obtained for Borrowings only. There is no credit rating obtained
by the Company for fixed deposit program or any other scheme involving for mobilisation of
funds.
RISK MANAGEMENT
PTC aims to have a formalised and systematic approach for managing risks across the
Company. It encourages knowledge and experience sharing in order to increase transparency
on the key risks to the Company to the extent possible. This approach increases risk
awareness and ensures proper management of risks as part of the daily management
activities.
The Company has constituted a Risk Management Committee which has been entrusted with
the responsibility to assist the Board in:
Framing the Risk Management Policy: The committee is responsible for
recommending a comprehensive risk management policy to the Board. This policy shall
primarily focus on mitigating unsystematic risks that may impact the Company's operations
adversely.
Implementation of Risk Management processes: The committee oversees the
effective implementation of the approved risk management policy throughout the
organization. It ensures that appropriate risk mitigation strategies are in place to
safeguard the Company's interests.
Risk Assessment and Reporting: The committee diligently assesses and apprises
the Board of any significant and relevant risks that have the potential to adversely
affect the Company's affairs. It provides timely and accurate risk reports to facilitate
informed decision-making.
Risk Mitigation Measures: The committee collaborates with relevant stakeholders
to identify and recommend appropriate risk mitigation measures. It ensures that risk
management processes are aligned with the Company's strategic objectives.
Monitoring and Review: The committee monitors the ongoing effectiveness of risk
management initiatives, regularly reviewing risk exposures and mitigation efforts. It
provides periodic updates to the Board on risk management activities.
Compliance and Best Practices: The committee ensures that the risk management
policy and processes comply with applicable regulations and industry best practices. It
strives to foster a culture of risk awareness and responsibility within the organization.
Crisis Management: The committee plays a pivotal role in crisis management,
devising contingency plans to address unforeseen risks and events effectively.
Reporting and Communication: The committee maintains open channels of
communication with stakeholders, promoting transparency in risk reporting and disclosure.
The policy on Risk Management may be accessed on the Company's website at
www.ptcil.com.
The objective of the Company's risk management process is to support a structured and
consistent approach to identify, prioritize, manage, monitor and report on the principal
risks and uncertainties that can impact its ability to achieve its strategic objectives.
The Company has introduced several initiatives for risk management including the
introduction of audit functions and processes to identify and create awareness of risks,
optimal risk mitigation and efficient management of internal control and assurance
activities.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2,
relating to Meetings of the Board of Directors' and General Meetings',
respectively, have been duly followed by the Company.
GOING CONCERN STATUS
There is no significant or material order passed during the year by any regulator,
court or tribunal impacting the going concern status of the Company or its future
operations.
KEY FINANCIAL RATIOS
Key Financial Ratios for the financial year ended 31st March, 2023 along
with details of significant changes (i.e., change of 25% or more as compared to the
immediately previous financial year) in key financial ratios, and the detailed
explanations, are provided in page no 218.
CHANGES IN SHARE CAPITAL
In line with the approval of the shareholders for issue of shares on rights basis at 58th
annual general meeting of the Company held on November 22, 2021, the Company has issued
and completed allotment on August 23, 2022 of 78,58,594 fully paid-up equity shares of the
face value of H 10 each ("rights
equity shares") of our company for cash at a price of H 10/- per rights equity
share aggregating up to H 785.86 lakh on a rights basis to the eligible equity
shareholders of our company in the ratio of 3 rights equity shares for every 2 fully
paid-up equity shares held by the eligible equity shareholders of our company on the
record date, that is, on July 22, 2022.
Further as per approval of the Board of Directors on October 20, 2022, and
Shareholders' approval on November 19, 2022 for issue and allotment of up to 2,89,600
Equity Shares of face value of Rs. 10/- each and up to 6,30,170 Fully Convertible Warrants
(Warrants') of face value of Rs. 10/- each of the Company to persons belonging to
Non-Promoter Category on a preferential basis.
On December 07, 2022 Company issued and allotted 2,84,600 Equity Shares of face value
of Rs. 10/- per Equity Share at an issue price of Rs. 2,349/- per Equity Share aggregating
to Rs. 66,85,25,400 /- (Rupees Sixty-Six Crore Eighty-Five Lakh Twenty-Five Thousand Four
Hundred Only), and 6,30,170 Fully Convertible Warrants ('Warrants') at an issue price of
Rs. 2,349/- per Warrant aggregating to Rs. 1,48,02,69,330
/- (Rupees One Hundred Forty-Eight Crore Two Lakh Sixty-Nine Thousand Three Hundred
Thirty Only), convertible into equivalent number of Equity Shares of face value Rs. 10/-
each within a period of 13 months from the date of allotment, on a preferential basis
(Preferential Allotment') to the persons belonging to the Non-Promoter'
category on a preferential basis (Preferential Allotment')
After the close of Financial Year 2022-23, as per the Approval of the Board of
Directors on June 08, 2023 and shareholders' approval on July 08, 2023 the company has
issued and allotted 1,80,000 (One Lakh Eighty Thousand) Equity Shares of face value of
Rs.10/- (Rupees Ten Only) each fully paid up, for cash, at a price of Rs. 2,500/- (Rupees
Two Thousand and Five Hundred Only) per Equity Share, determined in accordance with the
provisions of Chapter V of SEBI ICDR Regulations, for an aggregate amount of up to Rs.
45,00,00,000/- (Rupees Forty Five Crores Only).
EMPLOYEE STOCK OPTION SCHEME
With a view to attract, retain, incentivize and motivate employees of the Company by
way of rewarding their performance and motivate them to contribute to the overall
corporate growth and profitability. The Company took approval of the shareholders of the
Company in their 56th Annual General Meeting held on September 28, 2019 to
create, issue, offer, grant and allot to or for the benefit of such person(s), who are the
permanent Employees or Directors of the Company as may be permissible under the SEBI
Regulations (hereinafter referred to as Employees') and as maybe decided by the
Board under the scheme titled PTC Employee Stock Option Scheme 2019' (hereinafter
referred to as PTC-ESOS 2019'), not exceeding 157,170 stock options convertible into
157,170 equity shares of the face value of H 10 each fully paid-up, in such manner, during
such period, in one or more tranches and on such terms and conditions including the price
as the Board may decide in accordance with the SEBI Regulations or other provisions of the
law as maybe prevailing at the relevant time.
The members of the company have also approved on November 22, 2021 to create, issue,
offer, grant and allot 'PTC-ESOS2019' to or for the benefit of such person(s), who are the
permanent Employees or Directors of a group company including subsidiary or its associate
company, in India or outside India,
The Compensation Committee (Nomination & Remuneration Committee) at its meeting
held on September 15, 2021 had approved grant of 10965 Stock Options (convertible into
10965 Equity shares of the Company, upon exercise) to 454 Eligible Employees in terms of
the 'PTC-ESOS2019'. Further the Compensation Committee (Nomination & Remuneration
Committee) at its meeting held on June 11, 2022 had approved grant of 2255 (convertible
into 2255 Equity shares of the Company, upon exercise) to 64 eligible employees in terms
of the 'PTC-ESOS2019'. Recently, the Compensation Committee (Nomination & Remuneration
Committee) at its meeting held on August 30, 2022 had approved grant of 12500 (convertible
into 12500 Equity shares of the Company, upon exercise) to one eligible employee in terms
of the 'PTC-ESOS2019'.
Further, in terms of PTC-ESOS 2019, the Compensation Committee (Nomination &
Remuneration Committee) at its meeting held on August 30, 2022 approved the adjustment in
the Options, pursuant to the issue of up to 78,58,594 fully paid-up equity shares of the
face value of H 10 each ("rights equity shares") of our company for cash at a
price of H 10/- per rights equity share aggregating up to H 785.86 lakh on a rights basis
to the eligible equity shareholders of our company in the ratio of 3 rights equity shares
for every 2 fully paid-up equity shares held by the eligible equity shareholders of our
company on the record date, that is, on July 22, 2022, in the following manner:
Details |
Existing |
Adjusted pursuant to the Rights Issue |
Total Pool |
1,57,170 |
3,92,925 (2,35,755 additional) |
Exercise Price |
990/- per share |
402/- per share |
The Company has filed the necessary application for seeking in-principle approval for
listing of 2,35,755 shares, arising due to Rights Issue adjustment.
In terms of the provisions of Regulation 13 of the SEBI (Share Based Employee Benefits
& Sweat Equity) Regulations, 2021, the company has obtained a certificate from the
secretarial auditors of the company that the scheme has been implemented in accordance
with these regulations and in accordance with the resolution of the company in the general
meeting and the same is placed at Annexure -V.
5. CORPORATE SOCIAL RESPONSIBILITY
PTC strongly believes in the concept of sustainable development and is committed to
operate and grow its operations in a socially and environmentally responsible way.
Our vision is to expand our operations whilst reducing the environmental impact of our
operations and increasing the positive social impact on our community.
The Board has approved the Corporate Social Responsibility Policy which is available on
the company's website www.ptcil. com.
The Company has formed a trust, viz. PTC Foundation, in the year 2014-2015 for the
purpose of undertaking CSR activities exclusively. PTC Foundation shall work along with
the Board and the CSR committee in order to identify and implement CSR initiatives of the
Company. Key CSR initiatives of the Company focus on providing primary and secondary
education, supporting technical learning institutes, empowering women, improving health
and sanitation facilities, supporting sports and promoting Indian art and culture. The
Company has spent H 1.53 Lakhs for its CSR activities and Rs. 24.60 lakhs transferred to
the PTC Industries UCSR 2022-23 account in the financial 2022-23. Details of initiatives
taken by the Company during the year are covered in the Corporate Social Responsibility
Report attached as Annexure IV to this Directors' Report as per the requirement of Rule 9
of The Companies (Accounts) Rule, 2014.
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
Details of conservation of energy, technology absorption, foreign exchange earnings and
outgo in accordance with the Section 134 (3) (m) of the Companies Act, 2013 read with Rule
8 of The Companies (Accounts) Rules, 2014 are annexed to the Directors' Report in Annexure
VII.
7. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company's has always had a very strict policy on the sexual harassment issues and
has zero tolerance in this matter. Ensuring a safe environment for its women employees is
a major priority for the Company and its management. As per the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
("POSH Act") and Rules made thereunder, the Company has formed an Internal
Committee to address complaints pertaining to sexual harassment in the workplace. The
Company policy mandates prevention of sexual harassment and to ensure a free and fair
enquiry process with clear timelines for resolution. To build awareness, the Company
conducts awareness and training programmes on a periodic basis. In your Company's legacy
of more than 59 years, no instance of sexual harassment has ever been reported by any
employee. During the year 2022-23 also, the Company has not received any complaints of
sexual harassment.
8. GENERAL
Your directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these items during the year under
review:
Details relating to deposits covered under Chapter V of the Act.
Issue of equity shares with differential rights as to dividend, voting or
otherwise.
The Company does not have any scheme of provision of money for the purchase of
its own shares by employees or by trustees for the benefit of employees.
Neither the Managing Director nor the Whole-time Directors of the Company
receive any remuneration or commission from any of its subsidiaries.
No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
No fraud has been reported by the Auditors to the Audit Committee or the Board.
The details of application made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016 during the year along with their status as at the end of the
financial year, as no such proceedings initiated or pending.
The details of difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof, as there was no instance of onetime
settlement with any Bank or Financial Institution.
FORWARD-LOOKING STATEMENTS
This Report contains forward-looking statements that involve risks and uncertainties.
When used in this Report, the words anticipate', believe', estimate',
expect', intend', will' and other similar expressions as they relate to
the Company and/ or its Businesses are intended to identify such forward-looking
statements. The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events, or
otherwise. Actual results, performances or achievements could differ materially from those
expressed or implied in such forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak only as of their
dates. This Report should be read in conjunction with the financial statements included
herein and the notes thereto.
ACKNOWLEDGEMENTS
PTC Industries' Board of Directors extends heartfelt gratitude to the Company's
bankers, other financial institutions, the Government of India, State Governments, and
government agencies for their unwavering guidance and continued support throughout the
year. The collective support from these esteemed entities has played a pivotal role in the
Company's success and progress.
Looking ahead, PTC Industries eagerly anticipates the same unwavering support as it
continues its mission to enhance the lives of all those associated with the Company. With
this backing, PTC is poised to reach new heights and create a positive impact in the lives
of its stakeholders.
The Board of Directors also takes this opportunity to express sincere appreciation to
the dedicated employees, workers, and outside professionals for their significant
contributions. Their unwavering dedication, hard work, and commitment have been
instrumental in the overall development, growth, and prosperity of PTC Industries. Their
collective efforts have been the driving force behind the Company's success, and the Board
commends their invaluable contributions to the Company's journey.
On behalf of the Board of Directors
Place: Lucknow |
Sachin Agarwal |
Alok Agarwal |
Date: August 12, 2023 |
Chairman & Managing Director |
Director - Quality & Technical |
Annexure to Directors' Report to the Members
ANNEXURE I
Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of
Companies (Accounts) Rules, 2014) Statement containing salient features of the financial
statement of subsidiaries/associate companies/joint ventures
Part "A": Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs. in Lakhs
except % of shareholding)
Sr. |
|
|
|
|
% to total number of shares |
No. |
Share Range |
|
1. |
Name of the subsidiary |
Aerolloy Technologies Limited |
2. |
Reporting period for the subsidiary concerned, if different from the holding company's |
Same as holding company |
|
reporting period |
|
3. |
Reporting currency and Exchange rate as on the last date of the relevant Financial
year in |
INR (Indian Rupee) |
|
the case of foreign subsidiaries |
|
4. |
Share capital |
65.53 |
5. |
Reserves & surplus |
7,319.97 |
6. |
Total assets |
11,454.96 |
7. |
Total Liabilities |
4,069.46 |
8. |
Investments |
4,267 Lakhs in FY 2022-23 |
9. |
Turnover |
1501.21 |
10. |
Profit before taxation |
688.46 |
11. |
Provision for taxation |
117.43 |
12. |
Profit after taxation |
571.03 |
13. |
Proposed Dividend |
- |
14. |
% of shareholding |
100 |
Notes: The following information shall be furnished at the end of the statement:
1. Names of subsidiaries which are yet to commence operations: Nil
2. Names of subsidiaries which have been liquidated or sold during the year: Nil