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PTC INDUSTRIES LIMITED Annual Report 2009-2010 PTC INDUSTRIES LIMITED Annual Report 2009-2010 BOARD OF DIRECTORS Mr. S. C. Agarwal CHAIRMAN Mr. Sachin Agarwal MANAGING DIRECTOR Mr. A. K. Agarwal DIRECTOR (COMMERCIAL) Mr. P. R. Agarwal DIRECTOR (MARKETING) Mr. Alok Agarwal DIRECTOR (QUALITY & TECHNICAL) Mr. Arun Prasad DIRECTOR Mr. R. K. Pandey DIRECTOR Mr. Ajay Kashyap DIRECTOR Dr. R C Katiyar DIRECTOR Mr. K D Gupta DIRECTOR COMPANY SECRETARY Mr. ARUN KUMAR GUPTA G. M. (FINANCE) & COMPANY SECRETARY AUDITORS M/s R. M. Lall & Co. LUCKNOW 226 010 BANKERS STATE BANK OF INDIA PUNJAB NATIONAL BANK IFCI FACTORS LIMITED SHARE TRANSFER AGENTS M/s LINK INTIME INDIA PVT. LTD. C-13, PANNA LAL SILK MILLS COMPOUND L.B.S. MARG, BHANDUP (WEST) MUMBAI - 400 078 REGISTERED OFFICE MALVIYA NAGAR, AISHBAGH LUCKNOW - 226 004 (U.P.) WORKS: LUCKNOW PLANT 1 MALVIYA NAGAR, AISHBAGH LUCKNOW - 226 004 (U.P.) LUCKNOW PLANT 2 C-5 SAROJINI NAGAR INDUSTRIAL ESTATE LUCKNOW - 226 008 (U.P.) BHIWADI PLANT B-480, RICCO INDUSTRIAL AREA, BHIWADI DISTT. ALWAR - 301 019 (RAJASTHAN) MEHSANA PLANT Vill.& PO : RAJPUR -382721 TALUKA KADI, AHMEDABAD-MEHSANA HIGHWAY # 41, DISTT. MEHSANA (NORTH GUJRAT) WINDMILL POWER DIVISION SURAJBARI REGION, SHIKARPUR VILLAGE, KUTCH DISTT., GUJRAT CONTENTS Sl# Item Page No. 1. Notice to A.G.M. 1-2 2. Directors' Report 3-4 3. Management Discussion & Analysis Report 5-7 4. Annexure to Directors' Report 8-10 5. Auditors' Report 11-13 6. Report on Corporate Governance 14-19 7. Balance Sheet 20 8. Profit & Loss Account 21 9. Schedules 22-39 10. Cash Flow Statement 40 11. Company's Profile 41 12. Financial Highlights 42
Transcript

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

PTC INDUSTRIES LIMITEDAnnual Report

2009-2010BOARD OF DIRECTORS

Mr. S. C. Agarwal CHAIRMANMr. Sachin Agarwal MANAGING DIRECTORMr. A. K. Agarwal DIRECTOR (COMMERCIAL)Mr. P. R. Agarwal DIRECTOR (MARKETING)Mr. Alok Agarwal DIRECTOR (QUALITY & TECHNICAL)Mr. Arun Prasad DIRECTORMr. R. K. Pandey DIRECTORMr. Ajay Kashyap DIRECTORDr. R C Katiyar DIRECTORMr. K D Gupta DIRECTOR

COMPANY SECRETARYMr. ARUN KUMAR GUPTA G. M. (FINANCE) & COMPANY SECRETARY

AUDITORS M/s R. M. Lall & Co.LUCKNOW 226 010

BANKERS STATE BANK OF INDIA

PUNJAB NATIONAL BANK

IFCI FACTORS LIMITED

SHARE TRANSFER AGENTS M/s LINK INTIME INDIA PVT. LTD.

C-13, PANNA LAL SILK MILLS COMPOUND

L.B.S. MARG, BHANDUP (WEST)MUMBAI - 400 078

REGISTERED OFFICE MALVIYA NAGAR, AISHBAGHLUCKNOW - 226 004 (U.P.)

WORKS:

LUCKNOW PLANT 1 MALVIYA NAGAR, AISHBAGHLUCKNOW - 226 004 (U.P.)

LUCKNOW PLANT 2 C-5 SAROJINI NAGAR INDUSTRIAL ESTATE

LUCKNOW - 226 008 (U.P.)

BHIWADI PLANT B-480, RICCO INDUSTRIAL AREA, BHIWADI

DISTT. ALWAR - 301 019 (RAJASTHAN)

MEHSANA PLANT Vill.& PO : RAJPUR -382721TALUKA KADI,

AHMEDABAD-MEHSANA HIGHWAY # 41,

DISTT. MEHSANA (NORTH GUJRAT)

WINDMILL POWER DIVISION SURAJBARI REGION, SHIKARPUR VILLAGE,KUTCH DISTT., GUJRAT

CONTENTSSl# Item Page No.

1. Notice to A.G.M. 1-22. Directors' Report 3-43. Management Discussion & Analysis Report 5-74. Annexure to Directors' Report 8-105. Auditors' Report 11-136. Report on Corporate Governance 14-197. Balance Sheet 208. Profit & Loss Account 219. Schedules 22-3910. Cash Flow Statement 4011. Company's Profile 4112. Financial Highlights 42

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE is hereby given that the Forty-Seventh Annual General Meeting of the Members of PTC Industries Limited will be held on Saturday, the25th September, 2010 at 3:00 P.M. at the Registered Office of the Company at Malviya Nagar, Aishbagh, Lucknow-226004 (U.P.) to transact thefollowing business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Annual Accounts of the Company for the year ended 31st March, 2010, together with the

Cash-Flow Statement for the year ended 31st March, 2010 and the Report of Board of Directors and Auditors thereon.

2. To appoint Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual GeneralMeeting and to authorize the Board of Directors to fix their remuneration. M/s R. M. Lall & Co., Chartered Accountants, the retiringAuditors, are eligible for re-appointment as Auditors of the Company.

3. To appoint a Director in place of Shri Arun Prasad, who retires by rotation, and being eligible, offers himself for re-appointment.4. To appoint a Director in place of Shri R K Pandey, who retires by rotation, and being eligible, offers himself for re-appointment.5. To appoint a Director in place of Shri K D Gupta, who retires by rotation, and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

6. To consider and, if thought fit, to pass with or without modifications, the following resolutions as SPECIAL RESOLUTION:

“Resolved That pursuant to the provisions of Section 198, 269, 309, 310 and schedule XIII and all other applicable provisions, if any,of the Companies Act, 1956 for the time being in force, and applicable provisions of Articles of Association, the terms and conditions

and remuneration of Shri Alok Agarwal will be as under:

Name: : Shri Alok AgarwalDesignation : Director (Quality and Technical)

Remuneration Effective from : 1st April, 2010 to 31st March, 2013

Remuneration:-Basic Salary - Rs. 51150 (Rs. Fifty-One Thousand One Hundred Fifty) per month, in the pay scale of 51150 - 4650 - 55800

Perquisites:

i. House Rent Allowance equal to 50% of the Basic Salary or Leased Accommodation.ii. Contribution to Provident Fund @12% of Basic Salary, Superannuation fund @5% of Basic Salary or Annuity Fund (subject to

Superannuation Fund Rules of the Company), will not be included in the computation of the ceiling on remuneration to the extentthese either singly or put together are not taxable under the Income Tax Act.

iii. Medical expenses and Leave Travel Concession incurred by Whole Time Director and his family subject to ceiling limit of twomonths salary in a year or six months salary over a period of three years subject to Company's rules, if any, specified by thecompany in this regards. Family means spouse, dependent children and dependent parents of the appointee.

iv. Gratuity shall not exceed half a month's Basic Salary for each completed year of service and will not be included in computationof the ceiling of the remunearion.

v. Encashment of Leave as per rules of the Company.vi. Personal Accidental / Medical Insurance of an amount, the annual premium of which will not exceed Rs. 5000 per annum.vii. Club Fees: Fees of clubs subject to a maximum of two clubs.viii. Use of car for Company's business and telephone, Mobile and Internet facility at residence will not be considered as perquisites,

However, personal long distance calls for private purpose shall be billed by the Company to Shri Alok Agarwal and use of carfor private purpose shall be billed as specified under Rules 3C of the Income Tax Rules.

NOTES:-

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OFHIMSELF AND THE PROXY SO APPOINTED NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUSTBE LODGED WITH THE COMPANY AT LEAST 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING AND MUST BE DULYSTAMPED.

2. The Register of Members and Share Transfer Books of the company will remain closed from 18th September, 2010 to 25th September,2010 (both days inclusive).

3. Members are requested to provide their Bank Accounts Numbers, Name and Address of Bank Branch to the Registrars and ShareTransfer Agents of the Company.

4. The explanatory statement pursuant to the provision of Section 173(2) of the Companies Act, 1956 in respect of Item No. 6 is annexed.

Registered Office : By Order of the BoardMalviya NagarAishbagh for PTC Industries LimitedLucknow 226 004(U.P.) Sd/-

(A. K. Gupta)Date : July 17, 2010 G. M. (Finance) & Company Secretary

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PTC INDUSTRIES LIMITED

Annual Report 2009-2010

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

Item No. 6

Mr. Alok Agarwal was appointed as a whole-time Director in the Extra-ordinary General Meeting of the Members of the Company held 2nd

December, 2008, for the period 1st October, 2008 to 31st March, 2010. The appointment of Mr. Alok Agarwal has been proposed for your

approval by the Board of Directors for the period 1st April, 2010 to 31st March, 2013 at their meeting held on 30th January, 2010 as recommended

by the Remuneration Committee.

The above proposal will not require the approval of Central Government under Section 268 of the Companies Act, 1956 as the remuneration iswithin the limits specified under Schedule XIII.

None of the Directors, except Mr. Alok Agarwal himself is interested in the resolution.

The revision of remuneration of Mr. Alok Agarwal, Whole-time Director as proposed in this resolution may also be treated as notice, as requiredunder Section 302 of the Companies Act, 1956.

Registered Office : By Order of the BoardMalviya NagarAishbagh for PTC Industries LimitedLucknow 226 004(U.P.) Sd/-

(A. K. Gupta)Date : July 17, 2010 G. M. (Finance) & Company Secretary

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Annual Report 2009-2010

DIRECTORS' REPORTTo,The Members,

Your Directors have great pleasure in presenting the Forty-Seventh Annual Report with the Audited Accounts for the year ended 31st March2010.

Financial Results ( Lac Rs.)2009-2010 2008-2009

Domestic Sales (net of Taxes & Excise Duty) 4343.00 3572.69Export Sales (FOB value including incentives) 2668.82 4803.39Deemed Export Sales 443.83 104.80Total Sales 7455.65 8480.88Profit before Interest, Depreciation, Prior Tear adjustment expenses & Taxes 1243.74 1177.92Less: Prior Year adjustment expenses - 1.77Profit before Interest, Depreciation & Taxes 1243.74 1176.15Less: Depreciation 297.89 242.45Less: Interest & Financial Charges 524.25 515.74Less: Provision for Current Tax 80.46 80.41Less: Provision for Deferred Tax 47.01 115.17Less: Provision for Fringe Benefit Tax - 10.04Profit after Tax 294.13 212.34Add: Net Provision for tax for earlier year - 0.22Balance available for the year 294.13 212.56Surplus from earlier year brought forward 253.71 241.15Available for Appropriations 547.84 453.71Appropriations :Transfer to General Reserve 300.00 200.00Surplus carried forward to next year 247.84 253.71

547.84 453.71Operating Results

The turnover for F.Y. 2009-10 has declined approximately by 12.09% at Rs. 7455.65 lacs as compared to Rs.8480.88 lacs in the previous year.Net Domestic Sales of Rs. 4343.00 lacs during the year has registered an increase of approximately 21.56% over Rs.3572.69 lacs duringprevious year. Deemed Export Sales has increased by approximately 323.50% at Rs. 443.83 lacs as against Rs. 104.80 lacs during previousyear. Export Sales (FOB value including Incentives) has declined by approximately 44.44% at Rs. 2668.82 lacs as against Rs. 4803.39 lacsduring previous year. The Profit before Tax has increased by Rs. 3.63 lacs at Rs. 421.60 lacs as against Rs. 417.97 lacs in the previous year.However the Net Profit after Tax has increased to Rs. 294.13 lacs in comparison to Net Profit after Tax of Rs. 212.56 lacs during the previousyear. The Company has gone through modernization cum up gradation of plant for producing big castings under replicast by introducing newRapidcast technology, at the end of September-2009 which resulted in decline of export sales. This modernization cum up gradation will allowCompany to manufacture individual castings from few grams to tones and to have better business opportunities and competitive edge afterintroduction of new Rapidcast technology. However, the continuous efforts of the Company's management have led to increased domesticturnover and Profit after Tax, reduction in internal costs and improvements in operating efficiencies.

Dividend

Due to the huge fund requirement for the undergoing expansion/modernisation plan of the Company, the Directors regret their inability inrecommending any dividend for the year.

Expansion/Modernisation

Company has adopted various Technological developments and improvements in the various foundry operations to improve the quality andproductivity in order to set high standards in all areas like designing, manufacturing of pattern, moulds, melting and pouring techniques etc. hasbeen one of our main concern. This year the Company successfully installed the complete automatic line for mouldings and heating furnace forsmooth operations. The modernization cum up gradation of plant facilitates production of large size casting and insure optimum utilisation of plantcapacity under the Rapidcast technology. Company has also establised a new Induction Flameless Furnace 1000 KW to facilitate manufactur-ing of individual castings from few grams to tonnes. Thus, we continue to take new initiatives to further strengthen our Quality Control andQuality Assurance System.

RESEARCH AND DEVELOPMENT ACTIVITY:

The Research and Development activities of the Company continue to be recognised by the Department of Science and Technology, Govern-ment of India. The Company has applied for approval to the Research & Development Facility from the Secretary, DSIR u/s 35 (2ab) of the IncomeTax Act, 1961 for availment of various incentives provided to the Company on Research & Development.

OUTLOOK

Continuous efforts towards adoption of new Rapidcast technology are being made by the Company to increase its exports by exploringcreating and developing new markets abroad and India, it expects to achieve significant improvement in the coming financial year. for this,Company has adopted various modernization cum up gradation of its plant in order to achieve high grade production and large size castingunder Replicast & new Rapidcast technology. The focus of the Company is on new product development of internation standards and quality.Moreover extensive visits to existing and new customers in USA, Germany, Spain, France and China etc. and applied research started inadvance for items having high potentials. The Company has already submitted samples to few overseas buyers and is hopeful that it willeventually translate into handsome orders for the Company.

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PTC INDUSTRIES LIMITED

Annual Report 2009-2010

The Indian metal casting (Foundry Industry) is well established. According to the recent World Census of Castings by Modern Castings USA,India ranks as fourth largest country in the world producing an estimated 6.9 million MT of various grades of castings as per InternationalStandards.

The various types of castings which are produced are ferrous, non-ferrous, Aluminium Alloy, graded cast iron, Steel etc. for appilcation inAutomobiles, Railways, Pumps compressors & Valves, Diesel Engines, Cement/Electrical/ Textile Machinery, Aero & Sanitary pipes & Fittingsetc. & Castings for special applications. However, Grey Iron Castings is the major share approx 70% of total castings produced.

There are approx 4500 units out of which 80% can be classified as Small Scale units & 10% each as medium & Large Scale units. Approx 500units are having International Quality Accreditation. the large foundries are modern & globally competitive & are working at nearly full capacity.

Directors

Shri Alok Agarwal, Shri Arun Prasad, Shri R. K. Pandey and Shri K. D. Gupta, Directors of the Company retire by rotation and being eligible offerthemselves for reappointment. The necessary resolution has been proposed for approval by the shareholders for their re-appointment in theforthcoming Annual General Meeting.

Industrial Relations

Industrial relations remained cordial throughout the year. Your Directors place on record their deep appreciation of the contribution made bytheir employees at all levels.

Auditors

The members are requested to appoint auditors and authorise your Board of Directors to fix their remuneration. M/s R. M. Lall & Co., the retiringauditors have furnished certificates of their eligibility for reappointment as required under the Companies Act, 1956. The notes referred to bythe Auditors in their reports are self-explanatory and hence do not require any explanation.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors' Report and Management Discussion and Analysis Report and thecertificate from the Company's Auditors confirming the compliance of the conditions on Corporate Governance as stipulated in Clause 49 ofthe listing agreement are included in the Annual Report.

Particulars of Employees

Particulars of employees in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies(Particulars of Employees) Rules, 1975, as amended, are not given, as none of the employees qualify for such disclosure.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with theCompanies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is annexed to the Report.

Directors' Responsibility Statement

In accordance with the provision of section 217 (2AA) of the Companies Act, 1956, as amended by Companies (Amendment) Act 2000, yourDirectors confirm that:

(a) in preparation of the annual accounts, the applicable accounting standards have been followed and that there are also no materialdepartures.

(b) they have selected such accounting policies and applied them and made judgements and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March 2010and of the profit of the Company for the year ended 31st March 2010.

(c) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preven-ting and detecting fraud and other irregularities.

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

Acknowledgements

The Board of Directors thank the Bankers of the Company - State Bank of India, Punjab National Bank, IFCI Factors Limited and other FinancialInstitutions and Government Authorities for their guidance and continued support provided to the Company throughout the year.

The Board of Directors also place on record their great appreciation of the commitment, involvement and dedication exhibited by its employees/workers at all levels of the organisation and outside professionals in the overall development, growth and prosperity of the Company.

On behalf of the Board of Directors

Sd/-

Place : Lucknow (S. C. Agarwal)Date :July 17, 2010 Chairman

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PTC INDUSTRIES LIMITED

Annual Report 2009-2010

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report has been included in adherence to the spirit enunciated in the code of Corporate Governanceapproved by the Securities and Exchange Board of India.

The Management presents herewith the Industry Structure & Developments, Opportunities and Threats, Outlook, Risks and Concerns, InternalControl Systems and their adequacy, Segment wise performance, Financial performance with respect to operational performance, MaterialDevelopments in Human Resources. The outlook is based on assessment of the current business environment, it may vary due to futureeconomic and other developments both in India and Abroad.

(A) INDUSTRIES STRUCTURE AND DEVELOPMENTS

With the buoyancy in the Foundry Industries, the Company is foreseeing good apportunities for its business in the Financial Year 2010-11 andbeyond. Indian Foundry Industry is currently in the fourth position in the world's production ranking. India is the fourth nation after China, USAand Russia in league table of world casting production. The Indian Metal Casting (Foundry Industry) is well established with total volume ofproduction of the Foundries around 7 million ton and the total market price is $7-8 billion, out of which $1 billion is exported. Though the financialcrisis has affected worldwide industries, but the Economic scenario is only a temporary phenomenon and India has the potential to bounce backin the shortest possible time to be one of the finest countries to do so. India has low cost nation advantage which gives it a major competitiveadvantage over the foundry industries of other countries. Indian Foundry Industry has an edge over China for producing complex machined andprecision castings as per international standards.

PTC Industries Limited has affixed its global presence through high grade of products and services. The Company is committed towards thecustomers' satisfaction and has set high standards to achieve so. This has assited us to stay ahead of others in the field, both in the productionquality and maintaining competitive edge on the economic of castings, The adoption of technological and mechanical advancement has resultedin high quality casted products. Apart from the products designed & developed by us we can also manufacture customized products as per thebuyer's specification. We have a wide network of satisfied clients spread all over the globe.

(B) OPPORTUNITIES AND THREATS

The Indian Metal Casting (Foundry Industry) is well established with total volume of production of the Foundries around 7 million ton and the totalmarket price is $7-8 billion, out of which $1 billion is exported. Indian Foundry Industry fulfills 1.01% of the requirement of castings of the GlobalMarket through exports. This presents an opportunity area for the foundry industry in India. The financial crisis has posted a sharp 10-15percent decline in exports of Indian Foundry Industry. But the same should be considered as a time to improve efficiency and effectivenessthrough adopting various measures.

PTC Industries Limited is the first Company in Asia to offer this superior Replicast technology. Keeping in view the macro economic scenario andthe consequent market apportunity available, the Company has invested for imrpovement in the infrastructure in the Plant, thereby increasingthe productivity and use of modern technology and methods which are certainly less wasteful and obliviously faster than the traditionalmethods.

The Company is faced to various threats like volatility in the prices of inputs, for which the company tries to enter into long term contracts. TheCompany is also exposed to the risk of competition for which the company continuously strives to improve its quality and build its brand imagefor retaining its market share. Further it is also exposed to risk of environment and pollution controls, foreign exchange risks on account of itslarge export and imports and defaults by customers in payments for which Company has a team of well trained and dedicated professionalstaff.

(C) SEGMENT-WISE PERFORMANCE

The Company recognizes manufacturing of Stainless Steel Castings, Alloys Steel Castings, Non Alloy Steel Castings and Steel Structure as itsprimary segment while the Company has presented secondary segmental reporting on the basis of geographical location of customers.Accounting Standard 17-"Segment Reporting" issued by the Institute of Chartered Accountants of India which requires disclosure of informa-tion on the basis of reportable segment and in this regard the performance of business segment plant wise and country wise is as follows :

Business Segment :Performance of Business Segment is as follows :

(In Rs.) _______________Year ended on 31st March, 2010_____________________

Lucknow Bhiwadi Lucknow Mehsana Wind ConsolidatedPlant-1 Plant Plant-2 Plant Mill Total

Total RevenueSales to External Customers 571599950 110451442 - 63513704 - 745565096Inter segment sales 18359071 34026012 5951219 42137221 - 100473523Income from Power Generation - - - - 4838492 4838492Other Income (302610) 21783 - (2043970) - (2324797)Total Sales 589656411 144499237 5951219 103606955 4838492 848552314Dividend, Interest Income 6350 38555 - - - 44905Total Revenue 589662761 144537792 5951219 103606955 4838492 848597219

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PTC INDUSTRIES LIMITED

Annual Report 2009-2010

Segment ResultsSegment results - Profit/(Loss) beforeinterest, extraordinary items and Tax 78386987 7621075 98966 6379526 2337230 94823784Less : Interest 43638413 3307313 - 4031547 1625436 52602709Less : Prior year adjutment Expenses - - - - - -Profit before tax 34748574 4313762 98966 2347979 711794 42221075Provision for Taxation:For Earlier Years (reverted back) - - - - - -For Current Tax - - - - - 7922748For Deferred Tax - - - - - 4700954For Fringe Benefit Tax - - - - - -Profit after tax 34748574 4313762 98966 2347979 711794 2959734

Geographic Segment:The revenue attributed to countries based on location of customers are as follows:

Country Wise Sales Year ended31st March, 2010

India 478682810United States of America 77447362Finland 117707904United Kingdom 723364Spain 202727Germany 3301489Switzerland 1432752France 1555550Netherland 3293117Austria 109392Canada 75215UAE -Italy -Norway 21725421Denmark 1012097China 24634684 731903884Export Incentive 13661212Total 745565096

(D) OUTLOOK

With an impressive track record, the country has become a reputed name in the world foundry industry. The Indian Foundry Industry holds1.01% of the entire market through Exports. Although, the economic meltdown in the western part of the world has affected the export marketbut even during the economic downturn India can aspire to grab a larger share in the global market. A target of 1% increase can even add upmillion tones of production of castings. Therefore, the Company's thrust will be intensified towards building up of capabilities to expand exportmarkets and to sustain domestic market share through new castings development and innovation.

(E) RISKS AND CONCERNS

The Company is exposed to a variety of risks caused by steep rise in interest rate, volatility prices of input, exchange rate fluctuations, changein models and design, low volumes, pricing pressure, stiff competition etc. Unfavourable geographical location of the Company’s two plant onePlant at Mehsana in North Gujrat occasionally bears flood and earthquake and second at Bhiwadi in Rajasthan, leading to higher cost oftransportation of both inputs and products. In order to reduce the risk, the Company has diversified into manufacture of a wide range ofproducts for the entire spectrum of castings industry. The fluctuations in exchange rates and the impact of increased interest rate will have anadverse effect on the profitability of the Company. The Company will attempt to soften the impact of risks through continuous monitoring, timelyaction and control measures. The Company is able to retain its position with technology edge, efficient team of marketing personal, Goodrelations with the dealers, excellent labour relations, offering qualitative and upgraded product and close interaction at the ground levelincluding with foundry workers.

All Indian marketing network with on line connectivity further strengthened the Company for facing these challenges.

The Company has contingent liability as disclosed in Schedule-X of Notes to Balance Sheet and Profit & Loss Account.

(F) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate systems of internal control to ensure proper financial & operating functions, safeguarding of assetsand compliance with applicable Acts and Rules. The Company periodically reviews the adequacy and effectiveness of the control systems.At Audit Committee Meetings, the members review the financial, operating & compliance reports and suggest for improvements. The heads ofvarious monitoring / operating cells are invited for the Audit Committee meetings to explain in detail, about their operations. We are one of thosefoundries which have developed good systems and procedures, adequate of our class of business. The Company has an internal control

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PTC INDUSTRIES LIMITED

Annual Report 2009-2010

system commensurate with its size and nature of business which provides accurate recording and custody of assets. Compliance withapplicable statutes, policies, procedures, listing requirements, management transactions being accurately recorded, cross verified and promptlyreported efficient use and safeguarding of resources. Internal checks and controls are exercised by strictly adhering to the various procedureslaid at the time of Delegation of Authorities and other Procedures. The delegation clearly indicates the powers along with the monetary limits,wherever necessary, that can be exercised by various levels of the Managers in the Company.

(G) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The turnover for F.Y. 2009-10 has declined approximately 12.09% at Rs. 7455.65 lacs as compared to Rs. 8480.88 lacs in the previous year.Net Domestic Sales of Rs. 4343.00 lacs during the year has registered an increase of approximately 21.56% over Rs. 3572.69 lacs duringprevious year. Deemed Export Sales has increased by approximately 323.50% at Rs. 443.83 as against Rs. 104.80 lacs during previous year.Export Sales (FOB value including Incentives) has declined by approximately 44.44% at Rs. 2668.82 lacs as against Rs. 4803.39 lacs duringprevious year. The Profit before Tax has increase by Rs. 4.24 lacs at Rs. 422.21 lacs as against Rs. 417.97 lacs in the previous year. However,the Net Profit after Tax has increased to Rs. 278.70 lacs in comparison to Net Profit after Tax of Rs. 212.56 lacs during the previous year. TheCompany has gone through modernization cum up gradation of its internal setup which resulted in decline of export sales. This modernizationcum up gradation will allow Company to manufacture individual castings from few grams to tones and to have better business opportunitis andcompetitive edge. However, the continuous efforts of the Company's Management have led to increased Domestic Turnover and Profit after Tax,reduction in internal costs and improvements in operating efficiencies.

The Projected turnover for F.Y. 2010-11 is expected to be Rs. 100 crores with the existing capacities.

(H) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company is having excellent co-operation and support from the entire hierarchy of well trained and experienced personnel. We have alsoinstituted schemes which reward employees at all levels, based on the Company's overall performance, as measured by several pre-setperformance parameters, these schemes have been extremely helpful in converging the interest of the Company and its employees. Conse-quently, employees' earnings have significantly increased over last financial year. The Company continues to improve skills of employed peopleand to create a workplace where every person can reach his or her full potential. The work environment gives employees the freedom to learnand improve their proficiency, is the key principles of the Company. The Company believes in talent acquisition and retention, to augment its planof making its presence more prominent to global markets. The Company has developed a HRD Plan with the parameters to achieve EcellentResults. The steps have been taken to create a sense of belongingness in the minds of the employees, which in turn gives maximum contributionper employee while gearing them to face the challengers in the competitive business environment and achieve the desired goals. The Companyis poised to take on the challengers with its work force of around 570 numbers of employees in the business environment and March towardsachieving its mission with success.

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Annual Report 2009-2010

ANNEXURE TO DIRECTORS' REPORT TO THE MEMBERS

Particulars regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year ended 31stMarch,2010.

A. CONSERVATION OF ENERGY

(a) Energy Conservation measures taken - Mercury Vapour Lamps 250 W replaced by energy saving tubes.- Sand Plant has been re-designed at Bhiwadi Plant for more capacity

of the sand moulds to optimize the use of melting furnace andthereby have more heats per day which would increase theproductivity resulting into consumption of less power per Kg. ofCasting to be produced .

- Special purpose CNC machine has been installed for faster andaccurate machining of different shapes and sizes of casting atLucknow Plant-1.

- Import of Centrifugal Casting Machine for Accurate Casting,consumes less power.

- Robotic System for Replicast has been installed to improve efficiency.- Large size castings are now being made through REPLICAST

process which saves approx 25% of the liquid metal and very littlefinishing operations is required.

- Energy efficient Lighting systems have been installed in workplaces.- Various measures like installation of chain hoists, chipping hammers,

bi-rail crane and other handling equipments have been installed toincrease productivity.

- Individual capacitors with optimum power-rated motors have beeninstalled in various machinesat LucknowPlant-2.

- Connected load has got reduced to almost 50% by allocatingindividual machine on power supply by SEB and own DP generatorat Lucknow Plant-2.

- Worm gear drives have been replaced with the Helical-Bevel gearsfor smooth and efficient use of various machines used for fettlingof Castings at Bhiwadi Plant.

- Proper programming on CNC Machines have been done to reducethe time taken for final machining at Mehsana Plant.

- One APFC Panel installed at Lucknow Plant-1 and one Panel is pro-posed for CNC Shop

- Wire feeder for injecting de-oxidants in furnace installed which willnot lower the temperature as observed in manual additions.

- To replace existing two nos. of melting furnace with Highly EnergyEfficient & State of Art Melting Furnace.

- A new De-foaming Furnace with dual fuel system and inbuilt Re-cuperator for substantial energy savings to be installed.

- Large size Dehumidifier has been installed in shelling section ofReplicast which will dry the shells quickly.

- Pouring ladles are proposed to be heated with LPG burner atLucknow Plant-1 instead of molten metal to save on the power andpouring time.

- Grit blast room which will be more energy efficient and require lessconsumption of air has been installed.

- Digital weighting scale fitted with ladles so that correct weight ofliquid metal is taken for pouring, which will save wastage of moltenmetal.

- Replacement of normal bulbs with CFL which will consume lessenergy/electricity.

(b) Additional investments and proposal, if any, - Heat Treatment furnace is being installed for Automatic Temperaturebeing implemented for reduction of consum- control for saving fuel & improvement of Quality.ption of energy - V.F.D. installed for vaccum machine which will be reduce load at

the time of motor starting.- 200 KVA UPS installed for vaccum machine which will be maintaine

power factor and production instruption.- P.C.O Gas purging panel installed which will be work automatically

in place of manually.- 30 KVA/10 KVA UPS installed which Robotic Section which will be

power factor maintaine and production interruption.(c) Impact of the measures at (a) and (b) above - The above measures have helped in saving energy usage which

for reduction of energy consumption and co- results into reduced cost of production.nsequent impact of the cost of production ofgoods.

8

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

B. TECHNOLOGY ABSORPTIONFORM `A'

Not Applicable

FORM ̀ B' Form for disclosure of particulars with respect to Absorption

(Rule 2)

I. RESEARCH & DEVELOPMENT (R&D)(a) Specific areas in which R&D carried out by - Company has developed some prototype samples for the overseas

the Company Buyers.- New dies related to the prototype samples have been prepared by

the process of applied research.- Development of Castings of those by Replicast process which are

hitherto not possible to produce in other moulding processes ofCastings.

- New software has been installed to calculate least cost chargefor metallurgical composition and proved on various metallurgies inwhich various castings are being produced for different usagesand buyers.

- various new dies have been development for producing smallercastings for new overseas buyers by investment castings process.

- CNC Co-ordinate Machined and Spectroscopic Setting sample havebeen procured for testing.

- new refractory coating material has got been developed by one ofthe supplier to improve surface finish of the castings.

- process to use stainless steel shots has been developed insteadof steel shots thereby ensuring better finish and much extendedlife of the shots.

- process to wash silica sand in such a way that not only impuritiesare removed but also to remove uneven sand granules has gotbeen developed at suppliers end to ensure use of better quality ofsand thus ensuring better finish and less finishing operations onthe surface of the castings.

- The representative of CTI, UK has visited and performed thetechnical audit & introduced advanced system.

(b) Benefits derived as a result of above R&D - conservation of scarce resources and better environment.- faster production with zero defect quality.- cost reduction and be competitive.- at par with international technology and standards.- earning more foreign exchange for the country.

(c) Future plan of action - development of Castings weighing in range of 1 Ton a piece byReplicast process.

- development of single piece casting of parts currently being madeby combinations of fabrication, forging and casting.

- increase the yield of castings to molten metal to avoid wastage ofenergy and other inputs.

- development of new range of under carriage parts for earth-movingand mining equipments.

- developments of dies for new items to be produced by Replicastprocess.

- further improvement in quality of products at a lower cost.(d) - Expenditure on R & D

(Lac Rs.)2009-2010 2008-2009

i) Capital 52.98 50.01ii) Revenue 49.05 0.60

iii) Total 102.03 50.61iv) % of Total Turnover 1.37% 0.60%

II. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

(a) Efforts, in brief, made towards technology - The facilities for REPLICAST process have been installed duringselection, absorption and innovation. the year after importing main equipment from the Technical Collabo-

rator M/s Castings Technology International, U.K. Other machinesand equipments have been procured and installed indigenously.

After a few visits to and from the Technical Collaborator, firstsample has been produced during June 2002. This is important toinform that this has been the first sample ever produced by

9

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

REPLICAST process in ASIA. Absorption of this technology hasgiven way to use a few methods successfully in other existingprocesses viz vacuum pouring in no-bake and shell mouldingprocess.

- At present the technology to produce castings by REPLICASTprocess has been absorbed successfully as a pilot project atCompany's Lucknow Plant-1. Further automation of the Replicastprocess with help of Robots and manipulation will help to increaseproductivity and quality. The technology to produce dies which arerequired for this process, is yet to be absorbed since this requiresvery sophisticated NC and CNC machines which have been importedand are being installed at Mehsana and Lucknow Plant-1.

(b) Benefits derived as a result of the above efforts - a few items in castings can be produced by this process only.e.g. product improvement, cost reduction, product - flawless quality and better finish.development, import substitution etc. - finish product will take less time to be produced.

- as there are very few foundries in the world who are having allthe moulding processes including REPLICAST process andmachining facilities with a single entity, the Company will be havingvast range of products for more buyers particularly overseasbuyers.

- increased exports of better quality products at competitive price.(c) In case of imported technology (imported during the

last five years), reckoned from the beginning of thefinancial year.

(a) Technology imported and Year of Import : An agreement has been signed for an exclusive use of technology toproduce castings from REPLICAST process from M/s Castings Techno-logy International, U. K. during the financial year 2007-2008 and a partof technology fee has also been remitted during the year under report.

(b) Has technology been fully absorbed? Yes, commercial production is going on.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO

1. Activities relating to exports, initiatives taken On export front the Company has done will during the year as theincrease exports, development of new export Deemed Export Sales has increased by approximately 323.50% atmarket for products and services and export plans. Rs.443.83 lacs as against Rs. 104.80 lacs during previous year. FOB

value of Export has declined by approximately 44.26% at Rs. 2532.21lacs as against Rs. 4543.10 lacs during previous year.

However, the continuous efforts of the Company’s management haveled to increased export turnover, reduction in internal costs andimprovements in operating efficiencies and to manufacture individualcastings from few grams to tones and to have better businessopportunities and competitive edge. The Company's continuous effortsto develop more new overseas buyers have started giving results.During the year under review, various new samples have beendeveloped for new overseas buyers and the commercial productionis to be taken up during the current year as the clearances from theoverseas buyers are in different stages. The Company is one of thetopest manufacturers of the control valves and actuators in the world.

The last 3 years FOB value of export of the Company are as under.

2006-2007 Rs. 3972.69 lacs2007-2008 Rs. 4247.30 lacs2008-2009 Rs. 4543.09 lacs

(Lac Rs.)2. Total Foreign Exchange used and earned. 2009-2010 2008-2009

Used 388.74 786.41Earned 2555.52 4601.21

On behalf of the Board of Directors

Sd/-

Place : Lucknow (S.C. Agarwal)Date :July 17, 2010 Chairman

10

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

AUDITORS' REPORT

TO THE MEMBERS OF PTC INDUSTRIES LIMITEDLUCKNOW

1. We have audited the attached Balance Sheet of PTC INDUSTRIES LIMITED, LUCKNOW as at 31st March, 2010, and the related Profit andLoss Account and Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the respon-sibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan andperform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An auditincludes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financialstatement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditors Report) Amendment Order, 2004issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis ofsuch checks of the books and records of the Company as we considered appropriate and according to the information and explanationsgiven to us, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order:

4. Further to our comments in the Annexure referred to above, we report that :-

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for thepurposes of our audit;

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examinationof those books;

(c) the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the booksof accounts;

(d) the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standardsreferred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) on the basis of written representations received from the directors, and taken on record by the Board of Directors, we report thatnone of the directors is disqualified as on 31st March, 2010 from being appointed as director in terms of Section 274 (1) (g) of theCompanies Act, 1956; and

(f ) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements readtogether with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give atrue and fair view in conformity with the accounting principles generally accepted in India;

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

(ii) in the case of the Profit & Loss Account, of the Profit for the year ended on that date, and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

for R.M. Lall & Co Chartered Accountants.

(Registration No. 000932C)

Sd/-

Place: Lucknow (SUJAYA KAPOOR)Date: July 17, 2010 Partner

Membership No. 400464

11

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

Annexure referred to in paragraph 3 of our Report of even date to the members ofPTC Industries Limited on the accounts for the year ended 31st March, 2010

(i) (a) The Company has generally maintained proper records showing full particulars, including quantitative details and situation of fixedassets.

(b) The Company has a program of physically verifying its fixed assets in a phased manner designed to cover all the items over a periodof three years. During the year, the agreement physically verified the fixed assets in accordance with the program. In our opinion, theperiodicity of physical verification is reasonable having regard to the size of the Company and the nature of its asset. No materialdiscrepancies were noticed by the Management on such verification.

(c) The fixed assets disposed off during the year were not substantial and therefore do not affect the going concern assumption.

(ii) (a) The inventory, except goods in transit and stocks lying with third parties, has been physically verified by the management during theyear. In our opinion, the frequency of such verification of inventory is reasonable except goods in transit and stocks lying with thirdparties.

(b) In our opinion the procedures of physical verification of inventory except goods in transit and stocks lying with third parties followedby the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records on inventory. The discrepancies noticed on physical verification of inventory between thephysical stocks and the book records were not material.

(iii) (a) The Company has granted an unsecured loan of Rs. 9.07 lac (Previous Year Nil) to a Company under the same management, coveredin the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 9.07lac and the balance of loan at the year end was Rs. 9.07 lac.

(b) The Company has taken an unsecured loan from a Company under the same management, covered in the register maintained underSection 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 35.02 lac and the balance of loanas at the year end was Rs. 32.89 lac.

(c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from company in the registermaintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(d) The Company has been regular in the payment of the principal amount and interest on the above loans, wherever stipulated.

(iv) In our opinion and according to the information and explanation given to us, and having regard to the explanation that purchases ofcertain items of inventories and fixed assets are for the Company's specialized requirements and similarly certain goods sold are forthe specialized requirements of the buyers and suitable alternative source are not available to obtain comparable quotations, there isan adequate internal control system commensurate with the size of the Company and the nature of its business with regard topurchase of inventories and fixed assets and with regard to the sale of goods and services. In our opinion and according to theinformation and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, the Particulars of contracts or arrangements referred toin Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion, in case of the above transactions exceeding rupees 5 lacs in respect of any party during the year, these have beenmade at prices that are reasonable having regards to the prevalent market prices at the relevant time.

(vi) The Company has not accepted deposits from the public.

(vii) Internal Audit is conducted by the staff of the Company. In our opinion, the internal audit system is commensurate with the size and thenature of its business. In view of the growing size of the Company, the internal audit system should be further strengthened.

(viii) To the best of our knowledge and belief, maintenance of cost records has not been prescribed by the Central Government underSection 209(1)(d) of the Companies Act, 1956, in respect of any of the activities of the Company.

(ix) (a) According to the records examined by us, the Company was generally regular in depositing with appropriate authorities undisputeddues including Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Income tax, Sales tax, Wealth tax,Service tax, Custom duty, Excise duty, Cess and other statutory dues applicable to the Company. There were no undisputed amountsoutstanding as at the last day of the financial year concerned for a period of more than six months from the date they payable. Therewere no dues on account of cess under Section 441A of the Companies Act, 1956 since the date from which the aforesaid sectioncomes into force has not yet been notified by the Central Government.

(b) Following are the details of the disputed Income Tax, Wealth Tax, Excise Duty, Customs Duty and Sales tax that have not been paid tothe concerned authorities. The Statutory dues that have not been deposited on account of any dispute pending before the appropriateauthorities are as under:

12

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

Nature of Statute Nature of dues Amount due Forum where(in Rs.) dispute is pending

Income Tax Act, 1961 Interest 538571 Assistant Commissioner

Central Excise Act, 1944 MODVAT Credit 106584 CESTAT27407 Assistant Commissioner40865 Commissioner Appeal

Service Tax Act MODVAT Credit 14158 Assistant Commissioner

Sales Tax Act Demand 112694 Sales Tax Department

(x) The Company has no accumulated losses as at March 31, 2010 and it has not incurred any cash losses in the financial year endedon that date or in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and the information and explanation given to us, the Company has notdefaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures andother securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefitfund/society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debenturesand other investments.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others frombanks or financial institutions.

(xvi) In our opinion and according to the information and explanation given to us, the term loans availed by the Company were applied bythe Company during the year for the purposes for which the loans were obtained.

(xvii) According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, fundsraised on short term basis have prima facie not been used during the year for long term investment.

(xviii) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained underSection 301 of the Companies Act, 1956.

(xix) The Company did not issue any debentures during the year.

(xx) The Company has not raised any money by way of public issue during the year.

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accep-ted auditing practices in India, and according to the information and explanations given to us, we have neither come across anyinstance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by themanagement.

for R.M. Lall & Co Chartered Accountants.

(Registration No. 000932C)

Sd/-

Place: Lucknow (SUJAYA KAPOOR)Date: July 17, 2010 Partner

Membership No. 400464

13

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

ANNEXUREREPORT ON CORPORATE GOVERNANCE

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE :

The Company is committed to good Corporate Governance ensuring greater transparency, information, independence, accountability,responsibility and fairness to its Shareholders and other stakeholders. The Board of Directors has formulated a comprehensive policy onCorporate Governance issues with the Company. The Company is taking adequate steps to ensure that all the mandatory/statutoryprovisions of Corporate Governance as prescribed under the Listing Agreement of Stock Exchange are complied with.

2. BOARD OF DIRECTORS :

The Board of the Company consists of ten directors, of which five are Whole-time Directors.

During the F.Y. 2009-10, the Board met Five times, with at least one meeting in every quarter and with a gap of less than four monthsbetween two meetings on the following dates :

(1) 16.05.2009 (2) 17.07.2009 (3) 31.07.2009 (4) 31.10.2009 (5) 30.01.2010

The following table gives details of directors, attendance of directors at the board meetings and the last annual general meeting.

Name Category Attendance Particulars Number of other Directorships andBoard Last ___Committee Membership/Chairmanship___Meeting AGM Other Directorships Committee Committee

(including Pvt. Ltd. Membership Chairman-Companies) ship

__________________________________________________________________________________________________________Mr. S. C. Agarwal Executive & Non-independent 4 Attended 3 3 3Mr. A. K. Agarwal Executive & Non-independent 1 Not Attended - - -Mr. P. R. Agarwal Executive & Non-independent 4 Attended 1 1 -Mr. Sachin Agarwal Executive & Non-independent 5 Attended 4 2 -Mr. Alok Agarwal Executive & Non-independent 4 Attended - 2 -Mr. Arun Prasad Non-executive & Non-independent 0 Not Attended 2 1 -Mr. R. K. Pandey Non-executive & Independent 1 Not Attended 13 2 -Mr. Ajay Kashyap Non-executive & Independent 0 Not Attended 4 1 -Dr. R. C. Katiyar Non-executive & Independent 3 Not Attended 0 3 1Mr. K. D. Gupta Non-executive & Independent 4 Not Attended 3 1 -

3. AUDIT COMMITTEE :

The powers and terms of reference of the audit committee are as specified in Clause 49 of the Listing Agreement with the StockExchange and Section 292 A of the Companies Act, 1956.

During the financial year 2009-10, two meetings of Audit Committee were held.

(1) 17.07.2009 (2) 30.01.2010

Meeting of audit committee could not be held on 16.05.2009 and 31.10.2009 due to unavoidable reasons and the Board Meetings werescheduled on same dates, the Board took the responsibility of Audit Committee and duly met and included the Agenda of Audit Committeein the Board Meeting with due permission of the Chair.

The Audit Committee was set-up on 19.04.2007 of which the following Directors are Office Bearers.

Sr.No. Name Designation Category No. of meetings attended in 2009-10

1. Dr. R. C. Katiyar Chairman Non-executive & Independent 22 Mr. Alok Agarwal Member Executive & Non-independent 23. Mr. R. K. Pandey Member Non-executive & Independent 0

Mr. A. K. Gupta, General Manager (Finance) & Company Secretary, acts as a Secretary of the Committee.

4. REMUNERATION COMMITTEE:

The Company has complied with the non-mandatory requirement of Clause 49 regarding the Remuneration Committee. The Remunerationcommittee was constituted as sub-committee by the Board in its meeting held on 19.04.2007 to review the performance of the Whole-time Directors and to recommend to the Board remuneration including salary, perquisites and commission to be paid to the Company'sWhole-time Directors.The composition of the Remuneration Committee as at 31.03.2010 is given below:

1. Mr. S. C. Agarwal Chairman2. Mr. R. K. Pandey Member3. Dr. R. C. Katiyar Member4. Mr. K. D. Gupta Member

14

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

During the year 2009-10 a meeting of the Remuneration Committee was held on 31.07.2009, in which it recommended the revision andmodification in the terms & conditions and remuneration of the Whole-time Directors of the Company.

5. REMUNERATION OF THE DIRECTORS FOR THE FINANCIAL YEAR 2009-2010 (Rs. In Lac)

Name Salary etc. Contributions Sitting Fees Perquisites/Commission Total

Mr. S. C. Agarwal 11.40 0.03 - 6.88 18.31Mr. A. K. Agarwal 10.39 1.16 - 1.16 12.71Mr. P. R. Agarwal 10.39 1.16 - 1.16 12.71Mr. Sachin Agarwal 10.40 1.51 - 1.15 13.06Mr. Alok Agarwal 8.79 1.27 - 0.98 11.04Mr. Arun Prasad - - - - -Mr. R. K. Pandey - - 0.03 - 0.03Mr. Ajay Kashyap - - - - -Dr. R. C. Katiyar - - 0.11 - 0.11Mr. K. D Gupta __-__ __-__ 0.11 __-__ _0.11Total 51.37 _5.13 0.25 11.33 68.08

6. DETAILS OF THE DIRECTORS SEEKING RE-APPOINTMENTS/APPOINTMENTS IN THE 47th ANNUAL GENERAL MEETING TO BE HELDON 25th SEPTEMBER, 2010 :

Re-appointments:Name Age Qualification Experience

Mr. Alok Agarwal 48 Yrs. B. Tech. 24 Yrs.Mr. Arun Prasad 53 Yrs. M.A.(Sc.), B.Tech. 27 Yrs.Mr. R K Pandey 70 Yrs. M. Com., LL.B., FCS, PGDBA 41 Yrs.Mr. K D Gupta 68 Yrs. M.Com. LL.B. M.Phil, 32 Yrs.

Master Diploma in Public Administration

7. SHARE TRANSFER/INVESTOR GRIEVANCE COMMITTEE :

A Share Transfer/Investor Grievance Committee has been constituted as Sub-committee of the Board on 14.10.2000 and subsequentlyreconstituted on 19.04.2007 to look into redressing investors' grievances related to transfer of Shares, Dividends, Issue of Duplicate ShareCertificates and other related matters.

The Composition of the Share Transfer/ Investor Grievance Committee as at 31.03.2010 is given below:

1. Mr. S. C. Agarwal Chairman2. Mr. Sachin Agarwal Member3. Mr. Arun Prasad Member4. Dr. R C Katiyar Member

Compliance Officer: Mr. A. K. Gupta, G. M. (Finance) & Company Secretary.

COMPLAINTS :

Shareholders Complaints (w.e.f. 01.04.2009 to 31.03.2010) :

No. of complaints received from shareholders 02No. of complaints solved to the satisfaction of the shareholders 02No. of complaints pending Nil

Pending share transfer, if any (from 01.04.2009 to 31.03.2010):

No. of shares transferred / transmitted 192640No. of shares pending for transfer NilPending due to Exchange of Counter Receipts (CR) to share Certificates: N.A.

There are 69000 equity shares against which shareholders have not claimed share certificates in lieu of Counter Receipts (CR), aggre-gating to 1.65% of the paid-up Equity Share Capital of the Company.

8. Date, time and location where the last three Annual General Meetings were held :

No. of AGM Date Time Location

46th 26.09.2009 03:00 P.M. Registered Office45th 25.09.2008 02:30 P.M. Registered Office44th 26.09.2007 02:30 P.M. Registered Office

15

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

9. DISCLOSURES :

1. There are no transactions during the last year of material nature that have been entered into by the Company with the promoters,directors or the management, their relatives etc., that may have potential conflict with the interest of the Company. Related partydisclosure as per Accounting Standards - 18 are as given in point no. 38 on the notes on accounts.

2. There has been no non-compliance during the last three years by the Company on any matter under SEBI or any statutory Authoritiesrelated to capital market. However the Company has received a letter from OTC Exchange of India for certain non-compliances, theCompany is making efforts for their compliance.

Secretarial Audit

A qualified practicing Company Secretary carried out a secretarial audit to reconcile the total admitted capital with National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The auditconfirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number ofdematerialised shares held with NSDL and CDSL.

10. MEANS OF COMMUNICATION:

Results:

The quarterly and annual results along with the Segmental Report are submitted to the Stock Exchange.

Management Discussion & Analysis Report:

The Management Discussion & Analysis Report forms a part of the Directors' Report. All matters pertaining to industry structure anddevelopments, opportunities and threats, segment wise performance, outlook, risks and concerns, internal control and systems etc. arediscussed in the said report.

Company's Website:

The Company's website www.ptcil.com not only gives description of its products and activities, but also highlights the achievements ofthe Company and the Quality Control measures taken by the Company. The Financial results are also posted on the website.

11. Dividend:

Board of Directors of the Company, in their meeting dated 20th May, 2010 decided that no dividend is to be proposed for the FinancialYear ended 31st March, 2010.

12. GENERAL SHAREHOLDER INFORMATION :

Annual General Meeting : Date : 25th September, 2010Time : 03:00 P.M.Venue: Registered Office

Financial calendar(Tentative) : Financial Year: 1st April, 2010 to 31st March, 2011Unaudited financial results for the quarter ending30th June, 2010: By end of 15th August, 2010Unaudited financial results for the quarter ending30th September, 2010: By end of 15th November, 2010Unaudited financial results for the quarter ending

31st December, 2010: By end of 15th February, 2011

Book Closure : 20th September 2010 to 25th September 2010 (both days inclusive)

Listing on Stock Exchange : Over the Counter Exchange of India (OTCEI)

Stock Exchange Code : B - 1

Market Price data No trading of the equity shares of the Company took place during the last financialyear. Therefore, details of high/low prices of each month of the last financial yearare not given.

Registrar and Transfer Agent : M/s Link Intime India Pvt. Ltd.(formerly known as Intime Spectrum Registry Limited)C-13 Panna Lal Silk Milks Compound,Mumbai - 400078Telephone : 91-022-2596 3888Fax : 91-022-2594 6969e.mail : [email protected]

16

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

Share Transfer System : Share Transfer work of physical segment is attended to by the Company's Registrarand Share Transfer agent within the prescribed period under law and the listingagreements. Share transfer is approved by a Committee of Directors which meetsperiodically.

Dematerialization of Shares :

The Company has signed a tri-partite agreement with National Securities Depositary Limited (NSDL)/Central Depositary Services (India)Limited (CDSL) and M/s Link Intime India Pvt. Ltd. on 15th July 2002 to facilitate dematerialization of shares. The Company's equity shareshave been admitted to DEMAT form w.e.f. 20th July 2002 and the ISIN is INE596F01018.

No. of shares in physical mode 2614420 62.38 %No. of shares in electronic mode 1576830 37.62 %Total 4191250 100.00 %

Distribution of Shareholding (31.03.2010):

____No. of Shares___ No. of Share holders No. of Shares % of Total no. of ShareFrom To

1 - 5000 480 91350 2.17955001 - 10000 49 39980 0.9539

10001 - 20000 11 16800 0.400820001 - 30000 4 11300 0.269630001 - 40000 1 4000 0.095440001 - 50000 4 19400 0.462950001 - 100000 6 48400 1.1548

100001 > _44 3960020 _94.4831Total 599 4191250 100.0000

Shareholding Pattern No. of Shares % of Capital

1. Promoters/Directors (their relatives) 30,23,450 72.13722. Corporate Bodies (Other than promoters Co.) 3,25,540 7.76713. Indian Public 8,15,360 19.45394. NRI's 19,800 0.47275. Market Maker __ 7,100 _0.1694

41,91,250 100.0000

Plant locations :

LUCKNOW PLANT- 1 LUCKNOW PLANT - 2 BHIWADI PLANT MEHSANA PLANTMalviya Nagar, Aishbagh C-5, Sarojini Nagar Industrial Estate B-480, Industrial Area, Village & Post Rajpur,LUCKNOW - 226004 (U.P.) LUCKNOW - 226008 (U.P.) Bhiwadi, Taluka Kadi,

Distt. ALWAR- 301019 Ahmedabad-Mehsana Highway # 41Distt. MEHSANA-382740 (GUJRAT)

Wind Mill Power DivisionSurajbari Division,Shikarpur Village,Distt. Kutch (Gujarat)

Address for Correspondence:- Malviya Nagar, Aishbagh,Lucknow - 226004 (U.P.)Phone : 0522-2265300Fax No. : 0522-2265302E-Mail : [email protected]

17

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

Details of the Directors seeking appointment / re-appointment in theforthcoming Annual General Meeting

Name of the Director Alok Agarwal Arun Prasad R K Pandey K. D. Gupta

Date of Birth 29-08-1962 22-11-1957 20-01-1940 07-10-1942

Date of Joining 27-07-1994 30-07-1997 17-03-2003 31-07-2008

No. of shares held 38900 2000 - -

Qualification B.Tech M.A.(Sc.), B.Tech M.Com., LL.B., FCS, PGDBA M.Com.,LL.B., M.Phil.,Master Diploma in PublicAdministration

Expertise in Specific Engineer Company Software Company Law Matters Finance, Taxation andFunctional Area Programming Administration, Retired

IRS

List of companies in Nil 1. e.Soft Technologies Ltd. 1. Welcure Drugs & 1. UP Stock Exchangewhich outside Director- Pharmaceuticals Ltd. Association Ltd.ship held as on 2. Vikalp Systems Pvt. Ltd. 2. British Drugs & Health 2. UP SE Securities31-03-2010 Care Ltd. Ltd.

3. SPICE Mobiles Ltd. 3. EMA India Ltd.4. Hanung Toys Textiles Ltd. 4. Interconnected

Stock Exchange Ltd.5. Precise Laboratories Pvt.

Ltd.6. Shree Rajasthan Syntex

Ltd.7. Amar Ujala Publication Ltd.8. Bicoh India Limited9. Sea TV Network Ltd.10.Kamdhenu Spat Ltd.11.Morgan Ventures Ltd.12.Mefcom Capital Markets

Ltd.13.Jindal Polyfims Ltd.

Chairmanship / Audit Committee - Share Transfer / Investor Audit Committee - Remuneration CommitteMembership of PTC Industries Limited Grievance Committee - PTC Industries Limited PTC Industries Limitedcommittees in which PTC Industries Limitedhe is a Director as Remuneration Committee -on 31-03-2010 PTC Industries Limited

18

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

Auditors Certificates on Corporate Governance

To the Members ofPTC Industries Limited, Lucknow

1. We have examined the compliance of conditions of corporate governance by PTC Industries Limited, for the year ended 31st March 2010,as stipulated in Clause 49 of the Listing Agreement of the said company with stock exchange.

2. The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited toprocedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of the CorporateGovernance. It is neither an audit nor an expression of opinion on the financial statements of the company.

3. In our opinion and to the best of our information and according to the explanations given to us, subject to following:

(a) In case of the Board of Directors, less than 50% of the Directors are independent Directors. Chairman of the Boardbeing an executive Director at least half of the Board should comprise of independent Directors;

(b) The Share Transfer/Investors Grievance Committee is not headed by a non-executive Director.

(c) Regarding Compliance of Clause 49.11(B) with regard to Audit Committee Meeting, reger point no. 3 of CorporateGovernance Report.

4. We certify that the company has complied with the conditions of Corporate Governance as stipulated in the above mentioned ListingAgreement.

5. We state that no investor grievance is pending for a period exceeding one month against the Company as per the records maintained by theCompany.

6. We state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness withwhich the management has conducted the affairs of the company.

for R.M. Lall & Co Chartered Accountants.

(Registration No. 000932C)

Sd/-

Place: Lucknow (SUJAYA KAPOOR)Date: July 17, 2010 Partner

Membership No. 400464

19

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

BALANCE SHEET AS AT 31ST MARCH, 2010 (In Rs.)

SCHEDULE AS AT 31-03-2010 AS AT 31-03-2009

SOURCES OF FUNDS

SHAREHOLDERS’ FUNDS 411837990 382425206

Share Capital A 41912500 41912500Reserves & Surplus B 369925490 340512706

LOAN FUNDS 411053664 460869020

Secured Loans C 407751950 457661710Unsecured Loans D __3301714 _ 3207310

DEFERRED TAX LIABILITY _44476241 _39775286TOTAL 867367895 883069512

APPLICATION OF FUNDS

FIXED ASSETS E 422505402 394847557

Gross Block 624213940 580511499Less: Depreciation 214379767 187438637Net Block 409834173 393072862Add: Capital Work-in-Progress _12671229 _ 1774695

INVESTMENTS F 86100 86100

CURRENT ASSETS, LOANS & ADVANCES

Inventories G 297631076 289947051Sundry Debtors H 242058403 293708925Cash & Bank Balances I 3191524 9842621Loans & Advances J _58650944 _55868175

601531947 649366772

LESS: CURRENT LIABILITIES & PROVISIONS

Liabilities K 133269461 146979875Provisions L _23520313 _14261042

156789774 161240917NET CURRENT ASSETS 444742173 488125855

MISCELLANEOUS EXPENDITURE M ___ 34220 ___ 10000TOTAL 867367895 883069512

SIGNIFICANT ACCOUNTING POLICIES V

NOTES ON ACCOUNTS W

The Schedules referred to above form an integral part of the Balance Sheet

As per our separate report On behalf of theof even date Board of Directors

Sd/- Sd/- Sd/-

For R. M. LALL & CO. (S.C. AGARWAL) (SACHIN AGARWAL)Chartered Accountants Chairman Managing Director

(Registration No. 000932C)

Sd/- Sd/-

(SUJAYA KAPOOR) (A. K. GUPTA)Partner G. M. (Finance) & Company Secretary

Membership No. 400464

Place: LucknowDate : July 17, 2010

20

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010 (In Rs.)

SCHEDULE CURRENT YEAR PREVIOUS YEARINCOME

Sales N 745565096 848087670Income : Other O (2518096) 9540734

Power Generation _ 4838492 2320396 _4992185 14532919Increase/(Decrease) in Inventory P (12005713) (38528403)

735879779 824092186EXPENDITURE

Raw Materials Q 223341474 327387620Manufacturing R 207995465 225807456Research & Development Expenses S 4905284 59850Personnel T 96169532 77544195Administrative & Selling U 79094180 75499744Interest & Financial Charges V 52425412 51574376Depreciation E _29788261 693719608 _24245017 782118258

PROFIT BEFORE PRIOR PERIOD ADJUSTMENT & TAX 42160171 41973928

Less : Prior Period Adjustment -___ 177171

PROFIT BEFORE TAX 42160171 41796757

Provision for Fringe Benefit Tax - 1004144Provision for Current Tax 8046433 8041147Provision for Deferred Tax __4700954 12747387 _11517254 _20562545

PROFIT AFTER TAX 29412784 21234212

Add: Net Provision for Tax for Earlier Years _ _ -___ _ __21840

BALANCE AVAILABLE FOR THE YEAR 29412784 21256052

Balance of Profit & Loss Accountas per last Balance Sheet 25370780 _24114728

AVAILABLE FOR APPROPRIATIONS 54783564 _45370780

APPROPRIATIONS

General Reserve 30000000 20000000Balance carried to Balance Sheet 24783564 _25370780

_54783564 _45370780SIGNIFICANT ACCOUNTING POLICIES V

NOTES ON ACCOUNTS W

EARNING PER SHARE (Rs.) 7.02 5.07

The Schedules referred to above form an integral part of the Profit and Loss Account

As per our separate report On behalf of theof even date Board of Directors

Sd/- Sd/- Sd/-

For R. M. LALL & CO. (S. C. AGARWAL) (SACHIN AGARWAL)Chartered Accountants Chairman Managing Director

(Registration No. 000932C)

Sd/- Sd/-

(SUJAYA KAPOOR) (A. K. GUPTA)Partner G. M. (Finance) & Company Secretary

Membership No. 400464

Place : LucknowDate: July 17, 2010

21

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2010

(in Rs.)AS AT 31-03-2010 AS AT 31-03-2009

SCHEDULE : A

SHARE CAPITAL

AUTHORISED

89,75,000 Equity Shares of Rs 10 each 89750000 8975000020,25,000 Cumulative Preference Share _20250000 110000000 20250000 110000000of Rs. 10 each 110000000 110000000

ISSUED, SUBSCRIBED & PAID-UP

41,91,250 Equity Shares of Rs. 10 each, _41912500 _41912500fully paid-up _41912500 _41912500

SCHEDULE : B

RESERVES AND SURPLUS

CAPITAL RESERVE 175200 175200

GENERAL RESERVE

At the beginning of the year 292416726 272416726

Add: Transfer from Profit and Loss Account 30000000 322416726 20000000 292416726

SHARE PREMIUM 22550000 22550000

SURPLUS IN PROFIT AND LOSS ACCOUNT _24783564 _25370780369925490 340512706

SCHEDULE : C

SECURED LOANS

Term Loans

State Bank of India 32656135 38705699Punjab National Bank 80895514 113551649 83704121 122409820

Working Capital Loan

State Bank of India 192666031 233303020Punjab National Bank 98011694 290677725 95164385 328467405

Vehicle Loan

HDFC Bank Limited 67421 206904TATA Finance 1220570 1859332ICICI Bank Limited 2234585 3901164The Federal Bank Limited -___ __3522576 _817085 __6784485

407751950 457661710SCHEDULES : D

UNSECURED LOANS

From Directors - -From Others __3301714 3207310

__3301714 3207310

22

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2010 AND THE PROFIT AND LOSS ACCOUNT FOR THEYEAR THEN ENDED

SCHEDULE : E

FIXED ASSETS ( In Rs. )

________________________________________________________________________________________________________________________________________________________________________GROSS BLOCK DEPRECIATION NET BLOCK

PARTICULARS AS AT ADDITION DEDUCTION AS AT UPTO ON COST DEDUCTION UPTO AS AT AS AT01.04.2009 DURING THE 31.03.2010 31.03.2009 31.03.2010 31.03.2010 31.03.2009

YEAR________________________________________________________________________________________________________________________________________________________________________

TANGIBLE

FREEHOLD LAND 29250692 - - 29250692 - - - - 29250692 29250692

LEASEHOLD LAND 28243650 - - 28243650 5847841 405360 - 6253201 21990449 22395809

FACTORY BUILDING 63253257 329683 - 63582940 16964535 2086799 - 19051334 44531606 46288722

PLANT & MACHINERY 353278120 29119386 5236001 377161505 121433297 17521542 2818551 136136288 241025217 231844823

PLANT & MACHINERY(R&D) 3686099 5297541 - 8983640 291962 341120 - 633082 8350558 3394137

COMPUTER 11150333 751537 67600 11834270 7905318 706885 28580 8583623 3250647 3245015

MOULD & BOXES 52655915 12856351 - 65512266 19902672 5304242 - 25206914 40305352 32753243

VEHICLES 17305436 21060 - 17326496 4563093 1565560 - 6128653 11197843 12742343

FURNITURE & FIXTURES 6116549 206651 - 6323200 3661924 315879 - 3977803 2345397 2454625

OFFICE EQUIPMENTS 3491224 399660 6700 3884184 1558344 221103 - 1779447 2104737 1932880

MISC. FIXED ASSETS 1967081 30873 - 1997954 1235442 45736 - 1281178 716776 731639____________________________________________________________________________________________________________________________________________________________Total (A) 570398356 49012742 5310301 614100797 183364428 28514226 2847131 209031523 405069274 387033928______________________________________________________________________________________________________________________________________

INTANGIBLE

SOFTWARE 6142847 - - 6142847 3280149 479975 - 3760124 2382723 2862698

LICENCES 3970296 - - 3970296 794060 794060 - 1588120 2382176 3176236______________________________________________________________________________________________________________________________________Total (B) 10113143 - - 10113143 4074209 1274035 - 5348244 4764899 6038934______________________________________________________________________________________________________________________________________

CURRENT YEAR (A+B) 580511499 49012742 5310301 624213940 187438637 29788261 2847131 214379767 409834173 393072862

PREVIOUS YEAR 485310453 97566070 2365024 580511499 163949464 24245018 755845 187438637 393072862 321360989____________________________________________________________________________________________________________________________________________________________

SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2010 ( In Rs. )

AS AT 31-03-2010 AS AT 31-03-2009SCHEDULE : F

INVESTMENTS (NON TRADE: LONG TERM)QUOTED

5000 UTI Equity Fund (PreviouslyMastergain 1992 of Unit Trust of India,face value Rs 10 each fully paid-up) 50000 50000

1600 Equity Shares in KailashStructures Ltd. (face valueRs.10 each fully paid-up) 16000 16000

1125 (Previous Year 750) EquityShares in Valecha Engineering Ltd.(face Value Rs.10 each fully paid-up)includes 375 Bonus shares receivedduring the year 20100 86100 20100 86100

86100 86100

23

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2010 ( In Rs. )

AS AT 31-03-2010 AS AT 31-03-2009SCHEDULE : G

INVENTORIES(As taken, valued & certified by the Management)

Stock in Transit 5966633 7054147Direct Raw Materials 143259469 127373343Indirect Raw Materials, Stores & Spares etc. 30886817 26594539Work-in-Progress 113795799 124693813Finished Goods 1298061 2405760Loose Tools 2228623 1649126Miscellaneous Items __ 195674 297631076 __176323 289947051

297631076 289947051

SCHEDULE : H

SUNDRY DEBTORS(Unsecured, considered good)

Outstanding for a period exceeding six months 21671725 18282411

Others 220386678 275426514242058403 293708925

SCHEDULE : I

CASH AND BANK BALANCES

Cash-in-hand (including DEPB) 278354 3826726Balances with Scheduled Banks

in Current Account 917570 2740981

in Fixed Deposits 1995600 _ 3191524 __3274914 _9842621_ 3191524 _9842621

SCHEDULE : J

LOANS AND ADVANCES(Unsecured, considered good)

Advance Payment of Income Tax/FBT 7296019 7298955

Advances recoverable in cash or inkind or for value to be received 13302598 11027587

Premium on Forward Contract not due 42727 -

Accrued Interest 576120 516435

Balances with Income Tax/Excise/Sales Tax Department 30299244 30070476

Earnest Money and Security Deposits __7134236 _ 6954722_58650944 55868175

SCHEDULE : K

CURRENT LIABILITIES

Creditorsfor Materials 77414029 91875497for Expenses and Services 38916324 35933686for Capital Goods 9210292 10722871

Credit Balance in Customers’ Account 5978974 6231876

Credit Facility against Sale Invoices - 1208572

Others ___1749842 133269461 _ 1007373 146979875133269461 146979875

24

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2010 ( In Rs. )

AS AT 31-03-2010 AS AT 31-03-2009SCHEDULE : L

PROVISIONS

For Income Tax - Current Year 8046433 8041147- Earlier year 8637289 596142

For P.F., E.S.I., Bonus, Wealth Tax etc. 3754513 3480543For Leave Encashment 3082078 23520313 2143210 _14261042

23520313 _14261042SCHEDULE : M

MISCELLANEOUS EXPENDITURE(to the extent not written off or adjusted)

Opening Balance

Study Programme Expenses - 190350Share Capital Issue Expenses 10000 20000Product Development Expenses _ _-_ _ _ _10000 _ 70066 _ 280416

10000 280416Add: Addition during the year

Product Development Expenses 75932 __ 2040385932 300819

Less: Written off during the yearStudy Programme Expenses - 190350Share Capital Expenses 10000 10000Product Development Expenses __ 41712 __ 51712 _ 90469 _290819

_ _34220 _ 10000

SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

( In Rs. )CURRENT YEAR PREVIOUS YEAR

SCHEDULE : N

Gross Domestic Sales : 590437201 540616070

Less : Duties & Taxes:Excise Duty 44472798 49265444Sales Tax 11190838 _55663636 _ 9169230 58434674

534773565 482181396

Less : Inter Plant Transfer 100473523 124912047Domestic Sales (Net of duties & taxes) (A) 434300042 357269349

Gross Export Sales : 255552030 460120763

Less : Freight & InsuranceFreight 2258683 5639984Insurance _ 72273 _2330956 _ 171114 _ _5811098

Export Sales (FOB Value) 253221074 454309665Export Incentives 13661212 _ 26028928

Export Sales - I 266882286 480338593

Deemed Export Sales : 44382768 10479728Export Sales - II 44382768 10479728

Total Export Sales (B) = I + II 311265054 490818321

SALES: (A) + (B) 745565096 848087670

SCHEDULE : O

OTHER INCOME

Interest on Deposits/Investments 38555 -Income from Dividend 6350 750Foreign Exchange Fluctuation (4758806) 9363071Bad Debts Recovered 864483 -Profit on Sale of Fixed Assets and Investments 21120 -Income from Power Generation 4838492 4992185Miscellaneous __1310202 2320396 __176913 _14532919

2320396 _14532919

25

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

SCHEDULE : PINCREASE / (DECREASE) IN INVENTORY

CLOSING INVENTORY 115093860 127099573

Work-in-Process 113795799 124693813Finished Goods 1298061 __2405760

LESS:OPENING INVENTORY 127099573 165627976

Work-in-Process 124693813 164322187Finished Goods 2405760 __1305789

_________ _________(12005713) (38528403)

SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

( In Rs. )CURRENT YEAR PREVIOUS YEAR

SCHEDULE : Q

RAW MATERIAL EXPENDITURE

Opening Stock 134427491 144755909

Add: Purchases during the year 238447147 318719650372874638 463475559

Less: Closing Stock 149226102 223648536 134427490 329048069

Less: Consumed for Research & Development 307062 1660449223341474 327387620

SCHEDULE : R

MANUFACTURING EXPENSES

Foundry/Machine-shop Consumables and Expenses 101622598 106272895Power and Fuel 57202011 59502580Repairs and Maintenance

Mechanical 10798302 8411615Electrical 1644835 1514983Factory Building 1603098 493300

Packing and General Consumables 6909258 7359934Technical Support Expenses 3901315 6579914Processing and Work Charges 23662121 34918147Expenses on Inter-Plant Transfers ___651927 207995465 ___754088 225807456

207995465 225807456

SCHEDULE : S

RESEARCH & DEVELOPMENT EXPENSES

Raw Materials Consumed 307062 -Indirect Materials Consumed 1468504 -Conversion Cost 968580 -Testing & Radiography 49926 -Salary & Wages 1923712 -Consultancy Charges 187500 4905284 59850 59850

4905284 59850SCHEDULE : T

PERSONNEL EXPENSES

Salaries, Wages and Bonus 81450285 69106480Provident and other Funds 11885072 5942893Welfare 2834175 _96169532 __2494822 77544195

_96169532 77544195

26

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

( In Rs. )

CURRENT YEAR PREVIOUS YEARSCHEDULE : U

ADMINISTRATIVE AND SELLING EXPENSES

Rent and Taxes 5248980 4980243Insurance & Security Expenses 5433489 4945088Legal and Professional 4978738 4088617Travelling and Conveyance 6931212 7445947Director Sitting Fee 25000 30500Vehicle Running and Maintenance 2507760 2183265Communication 2523143 2698972Printing and Stationery 1364516 1820048Conference, Training and Recruitment 611187 520051Freight and Clearing 10646356 12196238Sales Commission 21395178 19604021Rebate & Discount Expenses - 1793878Deduction from bills 11602685 5349873Advertisement and Promotion 1250370 1325297Payment to Auditors 177511 239401Wealth Tax 65863 48796Miscellaneous 1937001 1314210Donation & Charity 1272781 1040894Theft Loss 591201 -Loss on Sale of Fixed Assets 350862 402026Bad Debts Written Off 128635 2381360Share Capital Expenses Written-off 10000 10000Study Programme Expenses Written-off - 190350Product Development Expenses Written-off 41712 90468Loss on Insurance Claim - _ 79094180 800201 75499744

79094180 75499744

SCHEDULE : V

INTEREST AND FINANCIAL CHARGES

Interest :On Working Capital Loans 35511005 33003389On Term Loans 11749703 13478122On Others __1028020 48288728 _1085899 47567410

Less : Interest Receivedfrom Bankers 94913 265260from Others 696609 791522 __370265 635525

47497206 46931885Bank Charges 4928206 4642491

52425412 51574376

27

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

SCHEDULE FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH 2010 AND THE PROFIT AND LOSS ACCOUNT FOR THEYEAR ENDED.

SCHEDULE : W

SIGNIFICANT ACCOUNTING POLICIES

1. Basis of preparation of Financial Statements

The financial statements have been prepared to comply with the Accounting Standards referred to in the Companies (AccountingStandards) Rule 2006 issued by the Central Government in exercise of the power conferred under sub-section (II) (a) of Section 642 andthe relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention onaccrual basis. The accounting policies have been consistently applied except where a newly issued accounting standard, if initiallyadopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Managementevaluates all recently issued or revised accounting standards on an ongoing basis.

2. Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect thereported amounts of assets and liabilities disclosure of contingent liabilities on the date of the financial statements and the reportedamounts of revenues and expense during the reporting period. Example of such estimates includes estimated provision for doubtfuldebts. Actual results could differ from these estimates. Any revision to accounting estimates is recognised prospectively in current andfuture periods.

3. Fixed Assets

(a) Tangible Assets

Fixed Assets are carried at cost of acquisition or construction less accumulated Depreciation. Cost is inclusive of inward freight, dutiesand taxes net of CENVAT/UP-VAT, technical fee for their drawing/design and development, borrowing costs and other directly attributablecosts to bring the assets to their working condition for intended use. However assets acquired upto 2nd April, 1993 are stated at their netreplacement value, less accumulated depreciation.

(b) Intangible Assets

Intangible assets are stated at the cost of acquisition.

4. Depreciation

(a) Tangible Assets

(I) Depreciation on fixed assets is provided on Straight Line Method at the rates prescribed in Schedule XIV to the Companies Act,1956.

(II) Leasehold land is written off over the period of lease.

(III) Additional depreciation consequent to revaluation is charged to Profit and Loss Account and the corresponding amount isrecouped from the Revaluation Reserve.

(b) Intangible Assets

(I) Computer software is amortized on Straight Line Method at the rates prescribed in Schedule XIV to the Companies Act, 1956.(II) Cost of Licence is amortized over a period of five years, which is the tenure of licence agreement.

NAME OF ASSETS METHOD OF DEPRECIATION RATE

TANGIBLEFree Hold Land Straight Line N.A.Lease Hold Land Straight Line Lease PeriodFactory Building Straight Line 3.34%Plant & Machinery Straight Line 7.42% (Plant-1) 4.75%(Other Plants)Plant & Machinery Straight Line 7.42%Computer Straight Line 16.21%Mould, Boxes Straight Line 11.31%Vehicles Straight Line 9.50%Furniture & Fixtures Straight Line 6.33%Office Equipments Straight Line 4.75%Misc. Fixed Assets Straight Line 4.75%

INTANGIBLESof tware Straight Line 16.21%Licences Straight Line 5 years

28

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

5. Investments

Long Term Investments are carried at cost. Provision for diminution, other than temporary, in the value of long-term investments isrecognized. Current Investments are carried at lower of cost or fair value.

6. Inventories

Inventories are valued at lower of cost or net realizable value. Cost comprises of cost of purchase or conversion and other costsincurred in bringing the inventories to their present location and condition. Finished goods are stated net of excise duty. Raw Material,Indirect Material, Stores and Spares etc. are valued on FIFO basis net of CENVAT/UP-VAT benefits availed or to be availed.

7. Employee Benefits

(a) Defined Benefit Plans

The Company's gratuity plan is a defined benefit plan. The present value of gratuity obligation under such defined benefit plan isdetermined based on an actuarial valuation carried out by an independent actuary using the Projected Unit Credit Method, whichrecognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unitseparately to build up the final obligation. Actuarial gains and losses are recognised immediately in the Profit and Loss Account.

(b) Defined contribution Plans

The Company deposits the contributions for provident fund and Pension Fund to the appropriate government authorities of India andthese contribution are recognised in the Profit and Loss Account in the financial year to which they relate. The Company makesmonthly contribution and has no further obligation under the plan beyond its contributions.

The Company also has a defined contribution superannuation plan in respect of eligible employees under a scheme of LifeInsurance Corporation of India; contributions in respect of such scheme are recognized in the Profit and Loss Account.

(c) Other long term employee benefits

Other long term employee benefits comprise of leave encashment which is provided for based on the actuarial valuation inaccordance with revised AS 15 as at the end of the year. Actuarial gains and losses are recognised immediately in the Profit andLoss Account.

(d) Short Term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employ-ees is recognised during the period when the employee renders the service.

8. Research & Development Costs

Revenue expenditure is charged to Profit & Loss Account under respective heads of account in the year in which it is incurred. Capitalexpenditure is included in fixed assets and depreciated as per the depreciation policy of the Company.

9. Impairment

The carrying amounts of the assets are reviewed at each balance sheet date to determine whether there is any indication of impairment.If any such indication exists, the recoverable amount of the asset is estimated. For assets that are not yet available for use, therecoverable amount is estimated at each balance sheet date. An impairment loss is recognised whenever the carrying amount of an assetor its cash generating unit exceeds its recoverable amount. Impairment losses are recognised in the profit and loss account. Animpairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment lossis reversed only to the extent that the assets' carrying amount does not exceed the carrying amount that would have been determinednet of depreciation or amortisation, if no impairment loss had been recognised.

10. Foreign currency transactions

Foreign exchange transactions are recorded at the rates prevailing at the date of transaction. Realised gains and losses on foreignexchange transactions during the year are recognised in the Profit and Loss Account. Exchange differences arising on foreign exchangetransactions settled during the year are recognised in the Profit and Loss Account of the year.

Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date are translated at the exchange rates offorward covers and in other cases at the exchange rate as at the Balance Sheet date.

The Company generally uses foreign exchange forward contracts and options to hedge its exposure for movement in foreign exchangerates. The use of these foreign exchange forward contracts and options reduces the risk or cost to the Company and the Company doesnot use the foreign exchange forward contracts or options for trading or speculation purpose.

Foreign exchange forward contracts where there is an underlying are accounted in accordance with AS 11-"The Effects of changes inForeign Exchange Rates" i.e.,

(a) the premium or discount on all such contracts arising at the inception of each contract is amortised as income or expenditureover the life of contract.

(b) the exchange difference is calculated as the difference between the foreign currency amount of the contract translated at theexchange rate at the reporting date, or the settlement date where the transaction is settled during the reporting period, and thecorresponding foreign currency amount translated at the later of the date of inception of the forward exchange contract and

29

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

the last reporting date. Such exchange differences is recognised in the Profit and Loss Account in the reporting period inwhich the exchange rates change.

(c) any profit or loss arising on the cancellation or renewal of such contracts is recognised as income or as expense for the year.

11. Taxation

Income tax liability is ascertained on the basis of assessable profits computed in accordance with the provisions of the Income Tax Act,1961.

The differences that result between the profit offered for income taxes and the profit as per the financial statements are identified andthereafter a deferred tax asset or a deferred tax liability is recorded for timing differences, namely the differences that originate in oneaccounting period and reverse in another, based on the tax effect of the aggregate amount being considered. The tax effect is calculatedon the accumulated timing differences at the end of an accounting period based on prevailing enacted or substantially enactedregulations. Where there are unabsorbed depreciation and carry forward losses under tax laws, deferred tax assets are recognisedonly if there is virtual certainly supported by convincing evidence that such deferred tax assets can be realised in future. Such assetsare reviewed at each Balance Sheet date and written down or written up to reflect the amount that is reasonably/virtually certain (asthe case may be) to be realised.

12. Revenue Recognition

(a) Revenue from sales is recognised on transfer of all significant risks and rewards of ownership which is generally as and whengoods are cleared from factory premises.

(b) Domestic sales (net) are stated net of returns, sales tax and excise duty. Export sales are stated net of returns at F.O.B. valueand include export incentives.

(c) Revenue generated from Windmill located in district Kutch, Gujarat is adjusted against the consumption of power at the manu-facturing unit of the Company located in Mehsana, Gujarat. The monetary value of the unit so adjusted, calculated at theprevailing Gujarat Energy Transmission Corporation Limited (GETCO) rate net of wheeling charge is included in the Power andFuel Account. The value of the unadjusted units as at the balance sheet date has been included under Sundry Debtors.

13. Export benefits/incentives

Export entitlements under the Duty Entitlement Pass Book (DEPB) Scheme are recognized in the profit and loss account on accrual basiswhen Export Sales are recognised in Books of Accounts

14. Leases

Lease rental in respect of assets taken on operating lease are charged to the Profit and Loss account on a straight line basis over thelease term.

15. Provisions and Contingent Liabilities

The Company recognises a provision when there is a present obligation as a result of a past event and it is probable that it would involvean outflow of resources and a reliable estimate can be made of the amount of obligation. Provisions are not discounted to its presentvalue, and are determined based on the management's estimation of the obligation required to settle the obligation at the balance sheetdate. These are reviewed at each balance sheet date and adjusted to reflected current management estimates.

A disclosure for a contingent liability is made where it is more likely than not that a present obligation or possible obligation would resultin or involve an outflow of resources. When no present obligation or possibility exists and the possibility of an outflow of resourcesis remote, no disclosure or provision is made.

16. Miscellaneous Expenditure

Miscellaneous Expenditure is stated to the extent not written off or adjusted.

(a) Expenses on increase in share capital are amortised over a period of ten years.(b) Product Development Expenses are written-off over a period of three years on straight line basis commencing from the year in

which confirmed sale orders are received. However in case the product is not accepted, the entire expenditure incurred is writtenoff in the year of rejection.

(c) Expenditure incurred on Development Studies is written off over a period of three years on straight line basis.(d) Hire purchase interest and other expenses thereon are amortized over the period of the underlying agreement.

17. Contingent Liabilities

Contingent Liabilities are stated by way of notes.

18. Borrowing Costs :

Borrowing Costs that are directly attributable to the acquisition, construction or production of any qualifying asset have been capitalisedas part of the cost of such assets. A qualifying assets is one that takes substantial period of time to get ready for its use or in intendedsale.

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PTC INDUSTRIES LIMITED

Annual Report 2009-2010

SCHEDULE FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2010 AND THE PROFIT AND LOSS ACCOUNT FORTHE YEAR ENDED.

SCHEDULE : X

NOTES ON ACCOUNTS

1. Share Capital includes 27,60,000 Equity shares of Rs. 10 each allotted as fully paid bonus shares by capitalisation of General Reserveand Revaluation Reserve.

2. Aggregate market value of quoted investments as at the end of the year was Rs. 413680 (previous year Rs 165874).

3. Fixed deposit with Bank (Schedule 'I') is “Under Bankers lien” as margin money for non-fund based facilities.

4. Advance payment of tax as at the end of the year represents advance payment of Tax and Tax deducted at source for and during theyear under review. Advance payment of Income Tax less provision for tax for earlier years, if any, has been included in Balance withIncome Tax/ Excise/Sales Tax department (Schedule 'J').

5. Tax Deducted at Source/ Tax Collected at Source on receipt of: ( In Rs.)

2009-2010 2008-2009

Interest 46019 78442Others - _ 45513

46019 123955

6. Scientific Research & Development Expenditure pertaining to the Company's Research & Development Division aggregated to Rs.5297541 as Capital Expenditure and Rs. 4905284 as revenue expenditure (previous year Rs. 5001019 as capital expenditure and Rs.59850 as revenue expenditure) charged in respective heads.

7. As per method of accounting consistently followed by the Company, excise duty payable on finished goods, other than those meantfor exports, is accounted for on clearance of such goods from the factory. The amount of excise duty on such finished goods notcleared from the factory as at 31st March 2010, estimated on the basis of sales price of goods/excise rates prevailing on the said date,at Rs 95313 (previous year Rs. 198235) has not been provided for in the accounts and hence not included in the valuation of suchgoods. Non-provision of this liability has no affect on the profit for the year.

8. During the year, the Company has been permitted by the Central Excise Department to clear export shipments without payment ofexcise duty amounting to Rs. 8828743 (previous year Rs. 34871870) against bond in favour of the department. The Company hascleared deemed export to EOU against FORM C.T.3, certificate for removal of excisable goods under bond & Form CT-1, certificate forprocurement of excisable goods for export without payment of duty amounting 4189969 (previous year 967938). A few exportshipments have been cleared against payment of Excise Duty amounting to Rs. 10943339 (previous year Rs. 14749611), refund claimsfor which have been lodged in process of lodgement with the appropriate authorities. The Company has received Rs. 13582152, duringthe financial year 2009-2010 (Rs. 19122076 during the previous year).

9. Amount due from officers of the Company as at the end of the year was Rs. Nil (previous year Rs. Nil). Maximum amount due at anytime during the year was Rs. 1420610 (previous year Rs. 2682838).

10. Payment to Statutory Auditors:( In Rs. )

2009-2010 2008-2009

Audit Fees 132360 110300Certification 10500 12500Outlays 47011 126901

189871 249701

11. (a) Directors’ Remuneration ( In Rs.)2009-2010 2008-2009

Salary 5137350 6306596Contribution to Provident Fund and other Schemes 513366 586780Commission 498416 450429Sitting Fees 25000 30500Perquisites _634150 _670500

6808282 8044805

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Annual Report 2009-2010

(b) Computation of Net Profit in accordance with section 198 of the Companies Act, 1956 and commission paid.

(In Rs.)2009-2010 2008-2009

Profit before tax as per Profit and Loss Accountfor the year ended 31.03.2009. 41796757 39223366Add: Directors' Remuneration (including commission

charged in Accounts) _8044805 _5819552NET PROFIT 49841562 45042918Commission paid to Chairman (being 1% of thenet profit, restricted to 50% of the Annual Salary) 498416 450429

12. Term Loans & Working Capital Loans

1. Working Capital Loans (Fund/Non Fund based) from State Bank of India & Punjab National Bank are secured by way of :- First charge ranking pari-pasu on the whole of the present and future current assets of the Company.- Personal guarantee of five directors. Pari-pasu charge on the entire fixed assets of the Company.- Secured by the additional security of residential house at Lucknow owned by a director (Mortgaged with SBI).

2. Term Loans from State Bank of India & Punjab National Bank is Secured by way of :- First charge ranking pari-pasu on the whole of the present and future fixed assets of the Company.- Personal guarantee of five directors. Pari-pasu charge on the whole of the present and future current assets of the Company.- Secured by the additional security of residential house at Lucknow owned by a director (Mortgaged with SBI).

3. Vehicle Loans from ICICI Bank Limited, The Federal Bank Limited, HDFC Bank & Tata Capital Ltd. are secured by way of hypotheca-tion of vehicles & assets financed.

13. (a) Sessions Court, Faridabad has given a decision against the Company on a case filed by a supplier amounting to Rs.107680(Previous Year Rs. 107680) against this complainant has claimed Rs. 150000 (previous year 150000) alongwith the interest @ 12%p.a. from the date of the suit i.e. 09/01/1997. Interest from 09/01/1997 to 31/03/2009 comes to Rs.171240. The Company is exploringthe avenues to settle the issue, out of court.

(b) In respect of non fund-based working capital facilities from State Bank of India:(In Rs.)

2009-2010 2008-2009Counter guarantees furnished by the Companyagainst various guarantees given by the Bank 7273081 5983643Letter of Credit (Inland/ Foreign) opened by the Bank 11878290 7268188

(c) Estimated amount of contracts remaining to be executed on capital account and not provided for, net of advances (as certified bya Director) was Rs. 8155553 at the end of year (previous year Rs. 12027419).

(d) Contingent Liability in respect of factoring of receivables with IFCI Factors Limited Rs. 26898344 (previous year with HSBC Rs.9134797).

14. The Income Tax assessment for A.Y. 2007-2008 has been completed during the year with demand of Rs. 69307 and companyrequested to adjust the same demand with our refund of interest on refund Rs. 113050 Company has also filed an appeal againstsaid demand before the CIT (appeal-II). The Income Tax department had ordered Special Audit u/s 142(2A) of the Income Tax Act,1961 for the Assessment Year 2004-05. Pursuant to the audit, the department has issued demand notice for Rs. 1460700.Against the said order, the Company has deposited Rs. 1000000 and balance amount has been adjusted from the refund of theA.Y. 2006-2007, however an appeal with CIT(A) has been decided but the effect of appeal is still pending at Income TaxDepartment. The Income Tax assessments of erstwhile Ashman Tool Engineers Private Limited (ATEPL) and Sunika AlloysPrivate Limited (SAPL) has been completed upto the pre-amalgamation period i.e. A.Y. 1997-98. Further an order under section154 of the Income Tax Act, 1961 was passed on 25-06-2004 for the assessment year 1997-98 in case of erstwhile M/s AshmanTool Engineers Private Limited subsequently merged with the Company. A demand of Rs. 23592 towards the charge of interestwas raised against the Company. The Company has deposited Rs. 15028 in compliance to notice of demand.

15. (a) The Sales Tax assessments of the Lucknow Plant -1 have been completed upto the year 2007-2008 with demand of Rs. 112694and notice under VAT has not been received till 31/03/2010 and appeal has been filed against the same.

(b) Sales Tax Assessment of Bhiwadi Plant has been completed upto the year 2007-2008.

(c) The Sales Tax assessments of the Lucknow Plant-2 have been completed upto the year 2007-2008.

(d) Sales Tax Assessment of Mehsana Plant has been completed upto the year 2006-2007.

16. The Wealth Tax assessment of the Company has been filed upto the assessment year 2009-2010.

17. (a) In the case of Lucknow Plant-1, Show-cause notices against CENVAT credit of Rs.115935 (previous year Rs. 115935) andRs.14158 (Previous year Rs. 14158) relating to Service Tax were issued by the Central Excise Department for the year underreview and earlier years. The Company has given replies to all the show cause notice/demands to the department and the appealsare pending with Appellate authorities.

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Annual Report 2009-2010

(b) Show Cause Notices/Demands of Rs. 58921 (previous year Rs. 58921) has been raised by the Central Excise Departmentagainst CENVAT credits claimed by the Bhiwadi Plant on inputs and capital goods up to 31st March, 2010. The Company has givenits replies to all Show Cause Notices to the Department and the same are under consideration.

18. The Company's recognition as an EXPORT HOUSE was valid upto 31.03.2014.

19. The Company has taken residential accommodation for its employees on operating lease, with an option of renewal at the end of thelease term. Minimum lease payments charged during the year to the Profit and Loss Account aggregate to Rs. 2410601 (previous yearRs. 2240075).

20. The Company has no amounts payable to micro, small and medium enterprises as defined in section 7(1) of The Micro, Small and MediumEnterprises Development Act, 2006 to the extent such party have been identified from the available information.

21. The Company has been permitted by the Gujarat Energy development Agency (GEDA) to set up a Wind Farm of 0.75 M W in districtKutch, Gujarat in accordance with the provisions of the Wind Power Generation Policy, 2002 issued under the Resolution No. videG.R. EDA-10-2001-3054-BC Part- (II) of the Government of Gujarat dated 20 June, 2002. Consequently a tripartite `Wheeling and BankingAgreement' has been executed between the Company, GEDA and Gujarat Energy Transmission Corporation Limited (GETCO) wherebythe Company has opted to wheel the energy generated at the Wind Farm to its own other manufacturing unit at Mehsana, North Gujarat.During the year income of Rs. 4838492 (previous Rs. 4992185) accrued through electricity generation at the wind form which will beadjusted in terms of the aforesaid tripartite agreement.

22. Employee Benefit ObligationsDefined Contribution Plan

An amount of Rs. 3349598.20 for the year ended 31/03/2010 has been recognised as an expense in respect of contribution forProvident Fund and Employee State Insurance Fund deposited with the Government Authorities.

Defined Benefit Plan

The Company operates gratuity plan wherein every employee is entitled to the benefit equivalent to 15 days of total basic salary lastdrawn for each completed year of services. Gratuity is payable to all eligible employees of the Company on retirement, separation, deathor permanent disablement, in terms of the provisions of the payment of Gratuity Act, 1972.

The following table sets forth the status of the Gratuity Plan of the Company and the amounts recognised in the Balance Sheet and theProfit and Loss Account.

As on As onDescription 31st March, 2010 31st March, 2009Reconciliation of opening and closing balances of the presentvalue of defined benefit obligationsPresent value of the obligation at the beginning of the period 20285841 17457410Current service cost 1802645 994180Interest cost 1618421 1396432Benefits paid (if any) (780419) (445040)Actuarial (gain)/loss on obligation 1499802 (1762518)Present value of the obligation at the end of the period 24426290 17640464

Change in Plan Assets:

Fair value of plan assets at the beginning of the period 17304813 14940639Expected return on plan assets 1643733 1362549Contributions 3841424 1446665Benefits paid (780419) (445040)

Actuarial gain/(loss) on Plan Assets:Fair value of Plan Asset at the end of the period 22009551 17304813

Amount of the obligation recognised in the Balance Sheet

Present value of the obligation at the end of the period 24426290 17640464Fair value of plan assets at end of period 22009551 17304813Net Liability/(Asset) recognised in Balance Sheet 2416739 335651

Amount of Gratuity expense recognised in the Profit and Loss A/c 2009-2010 2008-2009

Current service cost 1802645 994180Interest cost 1618421 1396432Expected return on plan asset (1643733) (1362549)Net actuarial (Gain)/Loss recognised in the period 1499802 (1762518)Total 3277135 (734455)

AssumptionsEconomic assumptions 2009-2010 2008-2009Discount Rate 8.00% 8.00%Salary Escalation Rate 6.50% 4.00%

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Annual Report 2009-2010

Discount Rate:The Discount rate is based on the prevailing market yields of Indian Government Securities as at the Balance Sheet date for the estimatedterm of the obligations.

Salary Escalation Rate:The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

Investment details of Plan Assets:The Plan Assets are maintained with Life Insurance Corporation - Group Gratuity Scheme. The details of Investment maintained by LifeInsurance Corporation are not available with the Company and have not been disclosed.

23. During the year 2009-2010 Company has captively consumed 3.226 M.T. (Previous year 16.771 M.T.) of Castings for AssemblyProduction.

24. Capital work in Progress For : (In Rs.)

<----------------------2009-2010-----------------> <-------------------2008-2009--------------------->Land & Plant & Others Total Land & Plant & Others TotalBuilding Machinery Building Machinery

Lucknow Plant -1 298960 8845575 261332 9405867 - 825250 517582 1342832Lucknow Plant - 2 - - - - - - - -Bhiwadi Plant - 1729125 - 1729125 - 22925 - 22925Mehsana Plant 1536237 _ _- __ _ _-__ 1536237 402090 6848 ___-___ 408938Total 1835197 10574700 261332 12671229 402090 855023 517582 1774695

25. Indirect Raw Materials, stores, spares and other consumables are included in the following heads of account.

(In Rs.)2009-2010 2008-2009

Foundry/Machine-shop Consumables & Expenses 94424120 96306883Power & Fuel 23320652 21844674Repair & Maintenance Mechanical 10798302 8411615 Electrical 1644835 1514983 Packing and General Consumables 6909258 _7359934

137097167 135438089

26. Particulars of Sales and Stock of Finished Goods.

<-----------------------2009-2010---------------------> <-------------------- 2008-2009 ------------------->Opening Sales Captive Closing Opening Sales Captive Closing

Stock Consum- Stock Stock Consum- Stockption ption-

CASTINGS (Stainless Steel)

Quantity (in MT) - 480.981 2.260 0.417 - 531.490 2.474 -Value (In Rs.) - 407901213 - 372690 - 453687575 - -

CASTINGS (Alloy and Non-Alloy Steel)

Quantity (in MT) 20.400 1479.496 0.966 11.882 16.778 1742.930 14.296 20.400Value (In Rs.) 2405760 205321857 - 925371 1237389 271027083 - 2405760

STRUCTURES/FORGINGS

Quantity (in MT) - 134.827 - - 0.012 502.481 - -Value (In Rs.) - 26266040 - - 68400 32917180 - -

ASSEMBLY ITEMS

Quantity (in MT) - 477.983 - - - 380.123 - -Value (In Rs.) - 87952994 - - - 60751415 - -

PATTERN DEVELOPMENT& JOB WORK (In Rs.) - 1769999 - - - 343499 - -

PACKING (In Rs.) - 2262616 - - - 1473942 - -Income from Job-work - - - - - - - -Un-usable M. S. Scrap (In Rs.) - 429165 - - - 1858047 - -

Export Incentive (In Rs.) - 13661212 - - - 26028928 - -

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PTC INDUSTRIES LIMITED

Annual Report 2009-2010

27. Foreign exchange fluctuation gain of Rs. 4758806 (Previous Year profit Rs. 9363071) on account of recognition of exchange differenceon foreign currency transactions.

28. Consumption of Direct Raw Materials, Indirect Materials, Stores and Spares and other Consumables.

2009-2010 2008-2009Description Quantity Value Quantity Value

(in MT) (Lac Rs.) (in MT) (Lac Rs.)DIRECT RAW MATERIALSScraps and Metals

Stainless Steel Scrap 510.809 54945605 559.658 106424249Iron & Steel Scrap 1802.569 45169167 1810.018 47671731Ferrous & Non-ferrous Alloys 178.516 66345749 180.417 78340626Structures/Fabrication 467.975 24323771 296.147 47758123Raw Castings (including assembly) 226.974 32864243 334.585 48853340Less:Raw Material consumed for

Research & Development - (307061) (84.534) (1660449)

INDIRECT RAW MATERIALS, STORES,SPARES AND OTHER CONSUMABLES - 137097167 - 135438089

29. Value and percentage to total consumption of Imported/Indigenous Direct Raw Materials, Indirect Raw Materials, Stores, Spares and otherConsumables consumed.

DESCRIPTION 2009-2010 2008-2009 IMPORTED INDIGENOUS IMPORTED INDIGENOUS

Direct Raw MaterialsValue (In Rs.) 9333704 214007770 14638602 312749018Percentage 4.18% 95.82% 4.47% 95.53%

Indirect Raw Materials, Stores,Spares & Other Consumables

Value (In Rs.) 18967119 118130048 15644719 119793370Percentage 13.83% 86.17% 11.55% 88.45%

30. The plant-wise installed capacity is recognised on the basis of melting capacity of Induction Melting Furnaces on single shift basis.Subject being of technical nature representation of the management has been relied upon by the auditors.

Lucknow Plant-1 1850.000 MTPABhiwadi Plant 1800.000 MTPAMehsana Plant 900.000 MTPA

During the year Lucknow Plant-1 has been operated at double shift basis while other plants have operated on single shift basis.

2009-2010 2008-2009(Quantity in M.T.)

PRODUCTIONLucknow Plant-1

Castings (Stainless Steel) 446.933 444.489Castings (Alloy and Non-Alloy Steel) 218.006 245.989Structures/Forgings 134.827 502.469Assembly Items _477.983 380.123Total 1277.749 1573.070

Bhiwadi PlantCastings (Alloy and Non-Alloy Steel) 1481.067 1765.831

Mehsana PlantCastings (Stainless Steel) 105.604 217.775Castings (Alloy and Non-Alloy Steel) 41.932 91.290

147.536 309.065(Quantity in Units)Windmill 1038303 1120045

The activities of the Lucknow Plant-2 are basically of tool-room and job-work on different machines and equipment are done on the goodssupplied by the Lucknow Plant-1. Hence, due to practical difficulties and large number of items, it is not possible to give quantitativeinformation pursuant to para 3, 4C and 4D of Part-II of Schedule VI of the Companies Act, 1956.

(a) Inter-Plant transactions relating to sales, purchases, job-work, sundry debtors and sundry creditors have been squared-off.However, the quantitative details as given hereunder with respect to production of castings includes 337.94 M.T. (previous year470.561 M.T.) transferred inter-plant for further processing.

(b) Bhiwadi Plant has exported castings 137.066 M.T. (Previous year 104.347 M.T.) on behalf of Lucknow Plant-1

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Annual Report 2009-2010

31. C.I.F. Value of Imports.(In Rs.)

2009-2010 2008-2009

DIRECT HIGH SEAS DIRECT HIGH SEASIMPORTS IMPORTS

Direct Raw Materials 4526075 5545600 14870738 6972939Indirect Materials 20470623 1230390 14784066 403600Capital Goods 1000220 ___ -___ 31056476 __ - __

25996918 6775990 60711280 7376539

32. No unclaimed dividend is lying in Unclaimed Dividend account with the Company's bankers State Bank of India, Commercial Branch,Lucknow as on 31/03/2010, since the entire unpaid / unclaimed amount has been transferred to Investor Education & Protection Fund asper provision of section 205C of the Companies Act, 1956.

33. Expenditure in foreign currency during the year. (In Rs.)

2009-2010 2008-2009

Travelling 1647773 2076369Testing, Radiography & Rectification charges 1849079 -Legal & Professional charges 968002 631576Technical Support Expenses 3901315 10565539Freight & Export Warehousing Charges 4212383 4145867Others 298688 _ 510750Total 12877240 17930101

34. Earnings in foreign currency. (In Rs.)

2009-2010 2008-2009

From Export of Castings & Forgings/Structures 253221074 454309665

35. Calculation of E.P.S. (In Rs.)

2009-2010 2008-2009

(a) Profit before Taxation before exceptional items (Rs.) 42160171 41973928(b) Tax (including tax effect on exceptional items) (Rs.) 12747387 20562545(c) Profit after Taxation before exceptional items (Rs.) 29412784 21411383(d) Exceptional items (net of tax saving) (Rs.) - 177171(e) Profit after Taxation (Rs.) 29412784 21234212(f ) Weighted average number of Ordinary Shares outstanding 4191250 4191250(g) Earning per share on Profit after Taxation before exceptional

items (Face Value Rs. 10/- per share) Basic [(c)/(f)] 7.02 5.11(h) Earning per share on Profit after Taxation

(Face Value Rs. 10/- per share) Basic [(c)/(f)] 7.02 5.07

36. Segment Reporting :

Accounting Standard 17-"Segment Reporting" issued by the Institute of Chartered Accountants of India which requires disclosure ofinformation on the basis of reportable segment. The Company recognizes manufacturing of Stainless Steel Castings, Alloy Steel Castings,Non Alloy Steel Castings and Steel Structure as its primary segment while the Company has presented secondary segmental reporting onthe basis of geographical location of customers.

Business Segment :Performance of Business Segment is as follows :

(In Rs.) _______________Year ended on 31st March, 2010_____________________

Lucknow Bhiwadi Lucknow Mehsana Wind ConsolidatedPlant-1 Plant Plant-2 Plant Mill Total

Total RevenueSales to External Customers 571599950 110451442 - 63513704 - 745565096

(548197706) (137716542) ( - ) (162173422) ( - ) (848087670)Inter segment sales 18359071 34026012 5951219 42137221 - 100473523

(68295560) (29821807) (4385721) (22408959) ( - ) (124912047)Income from Power Generation - - - - 4838492 4838492

( - ) ( - ) ( - ) ( - ) (4992185) (4992185)Other Income (467814) 21783 - (2116970) - (2563001)

(6846122) (1056) ( - ) (2692806) ( - ) (9539984)Total Sales 589491207 144499237 5951219 103533955 4838492 848314110

(623339388) (167539405) (4385721) (187275187) (4992185) (987531886)

36

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

Dividend, Interest Income 6350 38555 - - - 44905(750) ( - ) ( - ) ( - ) ( - ) (750)

Total Revenue 589497557 144537792 5951219 103533955 4838492 848359015(623340138) (167539405) (4385721) (187275187) (4992185) (987532636)

Segment ResultsSegment results - Profit/(Loss) beforeinterest, extraordinary items and Tax 78221784 7621075 98966 6306528 2337230 94585583

(57956529) (6345932) (-2690730) (29450863) (2485706) (93548300)Less : Interest 43638414 3203015 - 3958547 1625436 52425412

(40819796) (2734225) ( - ) (5646897) (2373458) (51574377)Less : Extraordinary Items - - - - - -

(177171) ( - ) ( - ) ( - ) ( - ) (177171)Profit before tax 34583370 4418060 98966 2347981 711794 42160171

(16959562) (3611707) (-2690730) (23803966) (112248) (41796753)Provision for Taxation:For Earlier Years (reverted back) -

(-21840)For Current Tax 8046433

(8041147)For Deferred Tax 4700954

(11517254)For Fringe Benefit Tax - - - - - -

(613304) (159254) (7532) (224054) ( - ) (1004144)Profit after tax 34583370 4418060 98966 2347981 711794 29412784

(16346258) (3452453) (-2698262) (23579912) (112248) (21256048)Segment Assets and Liabilities:Segment Assets 848718036 113195118 9741986 167484245 30658663 1169798048

(858161653) (116769498) (9971584) (212493028) (32520101) (1229915864)Less : Inter Segment Assets 146475631 6546866 - - - 153022497

(192990489) ( - ) ( - ) ( - ) ( - ) (192990489)Total Segment Assets 702242405 106648252 9741986 167484245 30658663 1016775551

(665171164) (116769498) (9971584) (212493028) (32520101) (1036925375)Investment 78100 - 8000 - - 86100

(78100) ( - ) (8000) ( - ) ( - ) (86100)Add:Unallocable Assets 7266408 22311 - 7300 - 7296019

(7208042) (74371) ( - ) (16542) ( - ) (7298955)Net Segment Assets 709586913 106670563 9749986 167491545 30658663 1024157670

(672457306) (116843869) (9979584) (212509570) (32520101) (1044310430)Segment Liabilities 89371034 49788593 2588827 132518238 18861857 293128549

(81980297) (62558151) (2917391) (181962654) (16175625) (345594118)Add : Loans 391350560 6835176 - 1748432 11119497 411053665

(437225084) (7594953) ( - ) (-329978) (16378961) (460869020)Less : Inter Segment Liabilities 6546867 17125490 1939429 108562685 18848026 153022497

( - ) (22097917) (658363) (154348319) (15885891) (192990490)Total Segment Liabilities 474174727 39498279 649398 25703985 11133328 551159717

(519205381) (48055187) (2259028) (27284357) (16668695) (613472648)Add : Unallocable Liabilities 61159963

(48412576)Net Segment Liabilities 474174727 39498279 649398 25703985 11133328 612319680

(519205381) (48055187) (2259028) (27284357) (16668695) (661885224)Capital Expenditure incurred 40365356 3822594 20230 4804562 - 49012742

(79263663) (5164949) (1020246) (12117212) ( - ) (97566070)Depreciation and Amortisation 18858334 2799454 436873 5864155 1881158 29839974

(14671412) (2427693) (438340) (5117233) (1881158) (24535836)Non Cash Expenses included inSegment Expenses - 116382 12252 - - 128634

(2381360) ( - ) ( - ) ( - ) ( - ) (2381360)

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PTC INDUSTRIES LIMITED

Annual Report 2009-2010

Geographic Segment :The revenues attributable to countries based on location of customers are as follows :

Year ended Year ended31st March, 2010 31st March, 2009

United States of America 77447362 191193702India 478682810 367749076Finland 117707904 195096174United Kingdom 723364 1793535Spain 202727 8945498Germany 3301489 1649688Switzerland 1432752 28445779France 1555550 2829294Netherland 3293117 -Austria 109392 333322Canada 75215 485590UAE - 15369Italy - 683798Norway 21725421 3456256Denmark 1012097 -China 24634684 731903884 19381660 822058741Export Incentive 13661212 26028928Total 745565096 848087669

38. Related Party Disclosure :As per Accounting Standard (AS-18) on related party disclosure issued by the Institute of Chartered Accountants of India, the disclosureof transactions with the related party as defined in the Accounting Standard are given below:

Note: Related party relationship is as identified by the Company and relied upon by the Auditors.

Enterprises controlled by directors/relatives 1. Mapple Commerce Pvt. Ltd.2. Precision Overseas Pvt. Ltd.3. Homelike Motels & Resorts Pvt. Ltd.4. e-Soft Technologies Ltd.5. PTC Energas Flow Pvt. Ltd.

Key Management Personnel of the Company 1. Mr. S.C. Agarwal2. Mr. Sachin Agarwal3. Mr. A. K. Agarwal4. Mr. P. R. Agarwal5. Mr. Alok Agarwal6. Mr. Arun Prasad7. Mr. R. K. Pandey8. Mr. Ajay Kashyap9. Dr. R. C. Katiyar

10. Mr. K. D. Gupta

Relatives of Key Management Personnel 1. Mrs. Saroj Agarwal2. Mrs. Kiran Prasad3. Ms. Kanchan Agarwal4. Mr. Nawal Kishore Agarwal5. Mrs. Pratima Agarwal6. Mrs. Vidya Agarwal7. Mrs. Suman Agarwal8. Mrs. Gyan Devi9. Mrs. Smita Agarwal

10. Mrs. Anshoo Agarwal11. Mrs. Reena Agarwal12. Mrs. Anita Agarwal

The following transactions were carried out with the related parties :

Enterprises Key Management Relatives ofControlled by Personnel (KMP) KMP's

directors/relatives(In Rs.) (In Rs.) (In Rs.)

1. Interest paid in Inter-corporate loans 340274 - -2. Service charges 463260 - -3. Managerial remuneration - 6808282 -4. Salary & Allowances - - 31467825. Rent Paid - - 3300006. Loan made to PTC Energas Flow Pvt. Ltd. - - 906573

38

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

39. Deferred Tax Liability :

As per Accounting Standard (AS-22) on Accounting for Taxes on Income issued by the Institute of Chartered Accountants of India. (ICAI)the deferred tax liability (DTL) as at 31st March, 2010.

(In Rs.)As at As at

31st March 2010 31st March 2009A. Deferred Tax Liabilities

Depreciation 48096518 40393995B. Deferred Tax Assets

(I) Provision for Employees Benefit - Add/(Less) (2280962) 720606(II) Transitional Obligation as per AS-15 (Revised 2005) (1339315) (1339315)

Net Deferred Tax Liability (A-B) 44476241 39775286

40. Figures have been rounded-off to the nearest Rupee and previous year's f igures have been recasted and regrouped, wherevernecessary, to conform to this year's presentation.

41. Comparative financial information in the respect to preceding year is included as an integral part of the current year's financial statementsand is to be read in relation to the amounts and other disclosure relating to the current year.

42. Borrowing costs capitalised during the year Rs. 427245 (Previous year Rs. 757310) in compliance with AS-16.

39

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010 (In Rs.)

Year ended Year ended 31st March, 2010 31st March, 2009

I CASH FLOW FROM OPERATING ACTIVITIES :Net Profit before Tax 42160171 41796757Adjustment for :Depreciation 29788261 24245018Loss on fixed assets (net) 336442 716178Miscellaneous expenses written-off 51712 290818Unrealised foreign exchange fluctuation 2255644 (6195970)Provisions for doubtful debts/loans and advances 128635 2381360Expenses treated as deferred (75932) (20404)Interest & financing charges 48288727 47567410Interest on deposit (791522) (635525)Dividend & other income (44905) _ (750)Operating Profit Before Working Capital Changes 122097233 110144892

Adjustment for :Decrease/(Increase) sundry debtors 49522045 (23144313)Decrease/(Increase) in inventories (7684023) 35121027Decrease/(Increase) loans and advances (119929) (2128313)(Decrease)/Increase in current liabilities and provisions (9746039) (27343178)Cash Generated from Operation 154069287 92650115

Fringe benefit tax paid - (875000)Direct taxes paid (7250000) (6300000)Income Tax Refund Received 4522070 -Provision revert back - _ 21839Net Cash Flow from Operating Activities (A) 151341357 85496954

II CASH FLOW FROM INVESTMENT ACTIVITIES :Purchase of Fixed Assets (61421855) (91858672)Sale of Fixed Assets 1937727 893000Interest on Deposit 731837 635525Dividend & Other Income 44905 750Net Cash from/(used) Investing Activities (B) (58707386) (90329397)

III CASH FLOW FROM FINANCING ACTIVITIES :Proceeds from Long Term Borrowings (net of repayment) (12025676) 26488405Proceeds from Short Term Borrowings (38998251) 31763361Interest & Financing charges (48261141) (47567410)Net Cash from/(used) Financing Activities (C) (99285068) _10684356

Net Increase in Cash and Cash Equivalents (A+B+C) (6651097) _ 5851913

Cash and Cash Equivalents at the beginning of the year 9842621 3990708Cash and Cash Equivalents at the end of the year 3191524 9842621

Notes:1. The above cash flow statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard-3 on Cash Flow

Statements as notified under Section 211(3C) of the Companies Act, 1956.2. Previous year's figures have been regrouped and reclassified to conform to those of the current year.

As per our separate report On behalf of theof even date Board of Directors

Sd/- Sd/- Sd/-

For R. M. LALL & CO. (S.C. AGARWAL) (SACHIN AGARWAL)Chartered Accountants Chairman Managing Director(Registration No. 000932C)

Sd/- Sd/-

(SUJAYA KAPOOR) (A. K. GUPTA)Partner G. M. (Finance) & Company Secretary

Membership No. 400464Place: LucknowDate : July 17, 2010

40

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

I. Registration DetailsRegistration No. State Code

Balance Sheet DateDate Month Year

II. Capital raised during the year (Amount in Rs. Thousand)Public Issue Right Issue

Bonus Issue Private Placement

III. Position of Mobilisation and Development of Funds(Amount in Rs. Thousand)

Total Liabilities Total Assets

Sources of Funds Paid-up Capital Reserves & Surplus

Secured Loans Unsecured Loans

Deferred Tax Liability

Application of Funds Net Fixed Assets Investments

Net Current Assets Misc. Expenditure

Accumulated Losses

IV. Performance of the Company (Amount in Rs. Thousand)

Turnover Total Expenditure

+ - Profit/Loss before tax + - Profit/Loss after tax

(Please tick Appropriate box + for Profit, - for Loss.)

Earning per Share (in Rs.) Dividend Rate %

V. Generic Names of Three Principal Products/Services of the Company.(as per monetary terms)Item Code No.(ITC Code)ProductDescription

Item Code No.(ITC Code)ProductDescription

Item Code No.(ITC Code)ProductDescription

2 9 3 1 2 0

2 0 1 0 3 1 0 3

N I L

S T R U C T U R E S O F I R O N

7 3 0 8 9 0 0 3

A N D S T E E L

N I L

N I L

N I L

C A S T A R T I C L E S O F

7 3 2 5 9 9 0 9

I R O N A N D S T E E L

F O R G E D A N D S T E E L

7 3 2 6 1 9 0 0

8 6 7 3 6 8

0 0

4 1 9 1 3

4 0 7 7 5 2

4 2 2 5 0 5

4 4 4 7 4 3

N I L

7 3 5 8 8 0

4 2 1 6 0

7 . 0 2

8 6 7 3 6 8

3 6 9 9 2 5

3 3 0 2

8 6

3 4

6 9 3 7 2 0

2 9 4 1 3

I R O N A N D S T E E L

4 4 4 7 6

41

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

FINANCIAL HIGHLIGHTS(FIVE YEARS AT A GLANCE)

(Rs. in Lacs)

2009-10 2008-09 2007-2008 2006-2007 2005-2006

NET SALES 7319.04 8220.59 7546.52 6435.24 4835.08

EXPORTS (FOB VALUE) 2532.21 4543.10 4247.30 3972.69 2670.30

DEEMED EXPORT 443.83 104.80 - - -

DOMESTIC (NET OF TAXES/DUTIES) 4343.00 3572.69 3299.21 2462.55 2164.78

EARNINGS BEFORE INTEREST PAID/DEPRECIATION & TAXES 1202.37 1136.09 974.85 663.05 530.83

INTEREST PAID 482.89 475.67 373.80 228.21 186.25

DEPRECIATION 297.88 242.45 208.82 171.65 181.83

TAXES 127.47 205.41 115.31 112.23 59.71

NET PROFIT 294.13 212.56 276.92 150.96 103.04

DIVIDEND(%) - - - - -

SHARE CAPITAL 419.13 419.13 419.13 419.13 419.13

RESERVE & SURPLUS 3699.25 3405.13 3192.57 2941.66 2790.69

NET WORTH 4118.38 3824.26 3611.70 3360.79 3209.82

EARNINGS PER SHARE (Rs.) 7.02 5.07 6.61 3.60 2.46

BOOK VALUE (Rs.) 98.26 91.24 86.17 80.18 76.58

TOTAL OUTSIDE LIABILITIES/TANGIBLE 1.49 1.73 1.69 1.47 1.26

NET WORTHCURRENT ASSETS/CURRENT LIABILITIES 1.21 1.20 1.25 1.28 1.34

OPERATING PROFIT MARGIN 16.43% 13.82% 12.92% 10.30% 10.98%

NET PROFIT MARGIN 4.02% 2.59% 3.67% 2.35% 2.13%

RETURN ON NET WORTH 7.14% 5.56% 7.67% 4.49% 3.21%

AVERAGE REALISATION

(i) 1 U S DOLLOR=Rs. 47.25 45.07 40.46 45.06 44.10

(ii) 1 EURO= Rs. 66.57 64.92 57.36 58.38 53.85

42

PTC INDUSTRIES LIMITED

Annual Report 2009-2010

PTC INDUSTRIES LIMITEDRegd.Office : MALVIYA NAGAR, AISHBAGH, LUCKNOW

ATTENDANCE SLIP

Mr./Mrs.............................................................................Regd. Folio ......................................................I certify that I am the registered shareholder/proxy for the registered shareholders of the Company.I hereby record my presence at the FORTY-SEVENTH ANNUAL GENERAL MEETING of theCompany held on Saturday, the 25th September, 2010 at 3:00 P.M. at Registered Office at MALVIYANAGAR, AISHBAGH , LUCKNOW 226004.

Member's /Proxy's name in block letters :...............................................................................................

Member's/Proxy's signature :..............................................................................................

Note : Please fill in this attendance slip and hand it cover at the entrance.

-------------------------------------------------------------TEAR HERE------------------------------------------------------------

PTC INDUSTRIES LIMITEDRegd.Office : MALVIYA NAGAR, AISHBAGH, LUCKNOW

ATTENDANCE SLIP

Mr./Mrs. .......................................................................Regd. Folio. .......................................................I/We...........................................................................of....................................................................................................................................................................being a member/members of the above namedCompany, hereby appoint.......................................................of.................................................................in the district of ............................................................or failing him .........................................................of................................................................in the district of .......................................as my/our proxy toattend and vote for me/us and on my/our behalf at the Forty-Seventh Annual General Meeting of theCompany, to be held on Saturday, the 25th September, 2010 or at any adjournment thereof.

Signed this ....................................................day of ...............................................2010.

Signature

Note : The proxy must be returned so as to reach the Registered office of the Company, at MALVIYA NAGAR, AISHBAGH,LUCKNOW 226004 not less than FOURTY EIGHT HOURS before the time for holding the aforesaid meeting.

StampRe. 1


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