Your Directors have pleasure in sharing with you the 56th Annual Report onthe business and operations of the Company alongwith the audited financial accounts forthe financial year ended March 31 2017.
(Rs. in lacs)
|Particulars ||Year ended 31.03.2017 ||Year ended 31.03.2016 |
|Total Revenue (Other Income) ||5213.79 ||4723.06 |
|Profit Before Depreciation ||4748.56 ||3825.57 |
|Depreciation ||87.70 ||64.27 |
|Profit Before Tax ||4660.86 ||3761.30 |
|Provision for Tax Current ||1668.01 ||1356.00 |
|Provision for Tax Deferred ||(69.13) ||(18.53) |
|Net Profit after Tax ||3061.98 ||2423.83 |
|Balance brought forward from previous year ||7384.25 ||5757.05 |
|Demerger Adjustment ||(84.85) ||- |
|Profit Available for Appropriation:- ||10361.38 ||8180.88 |
|- Dividend to Equity Shareholders ||827.36 ||661.89 |
|- Dividend Tax ||168.43 ||134.74 |
|- Balance Carried Forward ||9365.60 ||7384.25 |
The turnover of your Company for the year ended March 31 2017 amounted to Rs. 5213.79lacs as against Rs. 4723.06 lacs during the previous year. It includes lease rental of Rs.5000 lacs received from Apollo Tyres Ltd. (ATL) in accordance with the terms of the LeaseAgreement executed with ATL. After providing for depreciation and tax net profit for theyear under review amounted to Rs. 3061.98 lacs as against Rs. 2423.86 lacs in the previousyear.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of your Companyhave occurred between the end of the financial year of the Company to which the financialstatements relate and on the date of this report.
Your Directors are proposing to extend the Lease arrangement of Company's plant atKalamassary with Apollo Tyres Ltd till 2030 on the increased Lease rent from Rs.50 Cr. toRs.60 Cr. per annum on the terms and conditions as may be mutually agreed with ApolloTyres Ltd. This would be subject to your approval in the ensuing Annual General Meeting.
SCHEME OF ARRANGEMENT/DEMERGER OF SUBSIDIARY
The Scheme of Demerger/Arrangement between your company and Artemis Global LifeSciences Ltd (AGLSL) approved by the Kerala High Court and National Company Law TribunalNew Delhi become operative w.e.f 01st April 2016 being appointed date in termof the Demerger Scheme. Therefore your company has ceased to be holding company of ArtemisHealth Sciences Ltd Artemis Medicare Services Ltd Artemis Global Life Sciences Ltd(Formerly PTL Projects Ltd) and Athena Eduspark Ltd. w.e.f 01st April 2016. Inview of the above accounts have been prepared on Standalone basis. In consideration of thedemerger of the Medicare and Healthcare Undertaking AGLSL has issued and allotted equityshares to the shareholders of PTL Enterprises Ltd. in the share entitlement ratio of 1:1i.e. one (1) equity share of Rs. 2/- (Indian Rupees Two only) each in AGLSL for every one(1) equity share of Rs. 2/- (Indian Rupees Two only) each in PTL Enterprises Ltd held byeach shareholder as on record date of 29th March2017.
Consequent to the demerger the existing share capital of AGLSL (held by PTLEnterprises Ltd) has been cancelled. The AGLSL has made necessary application to both BSE(designated stock exchange) and NSE for Listing of Equity Shares.
Your Company is regularly paying dividend to shareholders. Your Directors recommendpayment of dividend of Rs.1.25 ( One Rupee Twenty Five paisa) per equity share for the FY2016-17 for your approval. Your Company will have to pay dividend distribution taxamounting to Rs.168.43 lacs inclusive of surcharge. The total outgo on account ofDividend would be Rs 995.79 Lacs.
The dividend if approved shall be payable to the shareholders registered in the booksof the Company and the beneficial owners as per details furnished by the depositoriesdetermined with reference to the book closure from 25th June 2017 to 5thJuly 2017.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to Corporate Governance requirements set out by the SEBI (ListingObligations &Disclosure Requirements) Regulations 2015. The Corporate Governance Report forms part ofthis Annual Report.
The Certificate on Corporate Governance dated 04th May 2017 received fromthe statutory auditors M/s. H. N. Mehta Associates is enclosed as Annexure- 1.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 (3) of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 a detailed Management Discussion and Analysis Report hasbeen given separately forming part of the Annual Report.
During the year Mr. Sanjay M Kaul IAS (DIN- 01260911)Special Secretary IndustriesGovernment of Kerela was nominated by the Government of Kerala as a director in place ofMr. P.H. Kurien.
Pursuant to Sections 149 152 and other applicable provisions if any of the CompaniesAct 2013 Mr.Sanjay M Kaul Nominee Director of Govt. of Kerala will retire by rotationat the ensuing Annual General Meeting and being eligible offers himself forre-appointment.
Pursuant to the requirement under Section 134(3) (d) of the Companies Act 2013 withrespect to statement on declaration given by independent directors under section 149(6) ofthe Act the Board hereby confirms that all the independent directors of the Company havegiven a declaration and have confirmed that they meet the criterion of independence asprovided in the said section 149(6).
Familiarisation programme for independent directors was completed by the company duringthe year 2016-17.
KEY MANAGERIAL PERSONNEL
During the year there was no change in the office of Key Managerial Personnels (KMPs)-
At present KMP in the Company as per Section 2(51) and 203 of the Companies Act 2013are as follows:
|Mr. Balakrishnan G. ||Manager |
|Mr. Amit Gautam ||Chief Financial Officer (CFO) |
|Mr. Pradeep Kumar ||Company Secretary (CS) |
PARTICULARS W.R.T. RATIO OF REMUNERATION OF DIRECTORS AND KMP
In terms of the provisions of Section 197 of the Companies Act 2013 includingCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the requiredinformation with respect to ratio of remuneration of directors key managerial personneland employees is set out as Annexure II which forms part of this report. There wereno employees during the year under review drawing remuneration specified under Section197 of the Companies Act 2013 read with applicable rules.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement the Directors confirm: i) That in thepreparation of the annual accounts for the year ended 31st March 2017 theapplicable accounting standards have been followed and no material departures have beenmade from the same; ii) That they had selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31.03.2017 and ofthe profit and loss of the Company for that period; iii) That they had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; iv) That they had prepared theannual accounts on a going concern basis; and v) That they had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively. vi) That they had devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
COMMITTEES OF BOARD
Pursuant to requirement under Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors has constituted variouscommittees of Board such as Audit Committee Nomination & Remuneration CommitteeStake Holders Relationship Committee Risk Management Committee and Corporate SocialResponsibility Committee. The details of composition and terms of reference of thesecommittees are mentioned in the Corporate Governance Report.
DISCLOSURE ON COMPOSITION OF AUDIT COMMITTEE & NON ACCEPTANCE OF ITS RECOMMENDATION
The composition of Audit Committee of the Company as on 31.03.2017 is as under:
|Name of the Member ||Category ||Status |
|Mr. U.S. Anand ||Independent Director ||Chairman |
|Mr. Neeraj Kanwar ||Non Executive Director ||Member |
|Mr. B.K. Singh ||Independent Director ||Member |
There was no instance when the recommendation of Audit Committee was not accepted bythe Board of directors.
NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2016-17 4 (four) Board meetings were held. For detailsthereof refer to the section `Board of Directors`- Number of Board Meetings in CorporateGovernance Report which forms integral part of this report.
M/s. H. N. Mehta Associates Chartered Accountants Statutory Auditors of your Companywill retire at the conclusion of the ensuing Annual General Meeting. Since M/s H N MehtaAssociates has completed a term of 10 years they would not be eligible for re appointmentunder the provisions of Section 139 of the Companies Act2013.
Based on the recommendations of the Audit Committee and as per the provisions ofSection 139 (1) the Board of Directors of your Company proposes to appoint M/s S.P Puri& Co. Chartered Accountants Statutory Auditors of your Company for a period of fiveconsecutive years i.e. till the conclusion of the sixth consecutive AGM (2022) who haveconfirmed their willingness as well. Pursuant to Section 141 of the Companies Act 2013and relevant Rules prescribed there under the Company has received certificate dated May03 2017 from the proposed Auditors to the effect inter-alia that their appointment ifmade would be within the limits laid down by the Act shall be as per the term providedunder the Act that they are not disqualified for such appointment under the provisions ofapplicable laws and also that there is no proceeding against them or any of their partnerspending with respect to professional matter of conduct.This apppointment will be subjectto approval of the shareholders in the ensuing Annual Genaeral Meeting of the Company.
The Audit Report does not contain any qualification reservation or adverse remarksrequiring any comment or explanation from the company.
No fraud has been reported by the Auditors to the Audit Committee or the Board.
SECRETARIAL AUDITORS AND THEIR REPORT
M/s RSMV & Co. Practising Company Secretaries were appointed as SecretarialAuditors of the Company for the Financial year 2016-17 pursuant to Section 204 of theCompanies Act 2013. The Secretarial Audit Report submitted by them for the Financial Year2016-17 in the prescribed form MR- 3 is attached as Annexure - III and forms part of thisreport.
There are no qualifications or observations or other remarks of the SecretarialAuditors in the Report issued by them for the financial year 2016-17 which call for anyexplanation from the Board of Directors.
During the year under review your Company has neither accepted nor renewed anydeposits during the Financial Year 2016-17 in terms of Chapter V of the Companies Act2013 and no amount of principal or interest was outstanding in respect of deposits fromthe public as on the date of balance sheet.
Your Company does not have its own production and its facility has been leased out toApollo Tyres Ltd. Under the Companies (Cost Records and Audit) Rules as prescribed underthe new Companies Act 2013 company's lease income is not classified under the aforesaidRules; hence Cost Audit is not applicable in respect of your company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
As the Company's facility has been leased out to Apollo Tyres Ltd. and the Company isnot carrying out any manufacturing activity of its own no information is required to befurnished under section 134 (3) (m) of the Companies Act 2013.
ADEQUACY OF INTERNAL FINACIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal Financial Control with reference toFinancial Statement.
The policies and procedures adopted by the company ensures orderly and efficientconduct of the business including adherence to company's policies safeguarding theassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and timely preparation of reliable financial information.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as on 31.03.2017 in the prescribed form MGT.9 pursuant tosection 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies (Management andAdministration) Rules 2014 is attached herewith as Annexure IV.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Pursuant to the requirement under Section 134(3) (e) and 178 (3) of the Companies Act2013 the policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and the policyon remuneration of directors KMP and other employees is attached as Annexure - V whichforms part of this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
Pursuant to the requirement under Section 134(3) (g) of the Companies Act 2013 theparticulars of loans guarantees or investments under Section 186 of the Act as at end ofthe Financial Year 2016-17 are attached as Annexure - VI which forms part of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013
The Policy on Related Party Transactions as approved by the Board has been uploaded onthe Companies Website at www. ptlenterprise.com. Pursuant to the requirement under Section134(3) (h) of the Companies Act 2013 the particulars of contracts or arrangements withrelated parties referred to in section 188(1) of the Act are attached as Annexure - VIIwhich forms part of this report.
DISCLOSURE ON VIGIL MECHANISM
The Company has formulated a vigil mechanism through which Directors employees andbusiness associates may report unethical behavior malpractices wrongful conduct fraudviolation of Company's code of conduct without fear of reprisal. The details of the policycan be referred to in section `Disclosures` - Whistle-Blower Policy / Vigil Mechanism ofthe Corporate Governance Report.
FORMAL ANNUAL EVALUATION
Pursuant to applicable provisions of the Companies Act 2013 and the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 the Board in consultation withits Nomination & Remuneration Committee has formulated a framework containing interalia the criteria for performance evaluation of the entire Board of the Company itscommittees and individual directors including independent Directors.
For annual performance evaluation of the Board as a whole its Committee(s) andindividual Directors including the Chairman of the Board the Company has formulated aquestionnaire to assist in evaluation of the performance. The tool takes the form of aseries of assertions/questions which should be awarded a rating on a scale of 1to 5 by allindividual Directors. Every Director has to fill the questionnaire related to theperformance of the Board its Committees and individual Directors except himself. On thebasis of the questionnaire a format annula evaluation has been made by the Board of itsown performance and that of its Committes and individual Directors.
The independent directors had met separately without the presence of Non-Independentdirectors and the members of management and discussed inter alia the performance ofNon-Independent directors and Board as a whole and the performance of the Chairman of theCompany.
The Nomination and Remuneration committee has also carried out evaluation of everydirector`s performance.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERNS STATUS AND COMPANY`S OPERATIONS IN FUTURE
No significant and material orders has been passed by any regulatory authority courtor tribunal which shall impact the going concern status and company`s operations infuture.
CORPORATE SOCIAL RESPONSIBILITIES (CSR) INITIATIVES
Your company has constituted a CSR Committee which functions under direct supervisionof Mr. Onkar S Kanwar Chairman. Other members of the Committee are Mr. U.S. Anand and Mr.Harish Bahadur.
The CSR Committee has formulated and recommended to the Board corporate SocialResponsibility Policy (CSR Policy) indicating the activities to be undertaken by theCompany which had been approved by the Board. The CSR policy may be accessed on thecompany's website at any time www.ptlenterprise.com . During the Financial Year underreview your company has spent Rs. 108.56 Cr. on its CSR activities which includes amountto Rs.50.08 Lacs carried over from the financial year 2015-16.
CSR initiative undertaken by your company along with other details form part of theAnnual Report on CSR activities for FY 2016-17 which annexed and form part of this Reportas Annexure .
The annual report on CSR activities is furnished in Annexure - VIII which forms part ofthis report.
RISK MANAGEMENT POLICY
Your Company has laid down a comprehensive risk assessment and minimization procedureswhich are reviewed by the Audit Committee/ Board periodically.
LEGAL COMPLIANCE REPORTING
The Board of directors reviews in detail on a quarterly basis the reports ofcompliance to all applicable laws and regulations. Any non-compliance is seriously takenup by the Board with fixation of accountability and reporting of steps taken forrectification of non-compliance.
In the opinion of the Board there has been no identification of elements of risk thatmay threaten the existence of the company.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013
Your Company has in place a formal policy for prevention of sexual harassment of itswomen employees in line with "The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
Your Directors record their appreciation for continued support received from theCentral Government State Governments of Kerala and Haryana. We also thank our bankersbusiness partners stakeholders and employers for their co-operation during the year underreview.
| ||For and on behalf of the Board of Directors |
|Place : Gurgaon ||(ONKAR S KANWAR) |
|Dated : 4th May 2017 ||CHAIRMAN |