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PTL Enterprises Ltd.

BSE: 509220 Sector: Auto
NSE: PTL ISIN Code: INE034D01031
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VOLUME 2540
52-Week high 81.60
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P/E 6.48
Mkt Cap.(Rs cr) 318
Buy Price 0.00
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OPEN 48.00
CLOSE 48.30
VOLUME 2540
52-Week high 81.60
52-Week low 38.20
P/E 6.48
Mkt Cap.(Rs cr) 318
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

PTL Enterprises Ltd. (PTL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 57th Annual Report onthe business and operations of the Company

alongwith the audited financial accounts for the financial year endedMarch 31 2018.

FINANCIAL RESULTS

Particulars Year ended 31.03.2018 Year ended 31.03.2017
Total Income 7146.72 5560.37
Profit Before Depreciation 6175.93 4760.16
Depreciation 118.53 94.18
Profit Before Tax 6057.40 4665.98
Provision for Tax – Current 1574.39 1668.01
Provision for Tax – Deferred (100.38) (31.05)
Net Profit after Tax 4583.39 3029.01
Balance brought forward from previous year 10927.36 8711.27
Profit available for appropriation 15510.75 1740.28

OPERATIONS AND THE STATE OF COMPANY'S AFFAIR

The turnover of your Company for the year ended March 31 2018 amountedto Rs. 7146.72 lakhs as against Rs. 5560.37 lakhs during the previous year. It includeslease rental of Rs. 5667 lakhs received from Apollo Tyres Ltd. (ATL) in accordance withthe terms of the Lease Agreement executed with ATL. After providing for depreciation andtax net profit for the year under review amounted to Rs. 4583.39 lakhs as against Rs.3029.01 lakhs in the previous year. Accounts for the current year have been prepared onthe basis of Companies (Indian Accounting Standard) Rules 2015 (IND AS). Previous Yearfigure have been rearranged accordingly.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position ofyour Company have occurred between the end of the financial year of the Company to whichthe financial statements relate and on the date of this report. There has been no changein the nature of the business of the Company.

DIVIDEND

Your Company is consistently paying dividend to shareholders. YourBoard of Director has recommend payment of dividend of Rs.2.00 (Two Rupees) per equityshare of Rs.2/- each for the FY 2017-18 for your approval. Your Company will have to paydividend distribution tax amounting to Rs.272.11 Lakhs inclusive of surcharge. The totaloutgo on account of Dividend would be Rs. 1595.88 Lakhs.

The dividend if approved shall be payable to the shareholdersregistered in the books of the Company and the beneficial owners as per details furnishedby the depositories determined with reference to the dates of book closure viz. fromJuly 20 2018 (Friday) to July 31 2018 (Tuesday) (Both days are inclusive).

CORPORATE GOVERNANCE

The Company is maintaining highest standards of Corporate Governanceand adhere to Corporate Governance requirements set out by the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015. The Corporate Governance Report ispresented in the separate section forming part of this Annual Report.

The Certificate on Corporate Governance dated May 10 2018 receivedfrom the statutory auditors M/s. SCV & Co. LLP

Chartered Accountants (Firm Registration No.000235N) StatutoryAuditor is enclosed as Annexure- I.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 (3) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a detailed Management Discussion andAnalysis Report is presented in the separate section forming part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Sections 152 and other applicable provisions of theCompanies Act 2013 Mr. Harish Bahadur Director of the Company will retire by rotationat the ensuing Annual General Meeting and being eligible offers himself forreappointment. Your Board of Directors recommend his re-appointment.

The Board hereby confirms that all the independent directors of theCompany have given a declaration and have confirmed that they meet the criteria ofindependence as provided in the said section 149(6).

Formalisation programme for independent directors was completed by thecompany during the year 2017-18.

During the year Mr. Amit Gautam Chief Financial Officer resigned fromthe Company w.e.f. 9th September 2017 and Mr. Anil Kumar Sriwastawa Chartered Accountantby profession was appointed as Chief Financial Officer of the Company w.e.f 1st April2018.

Mr. Balakrishan G. Manager appointed under Companies Act 2013 retiredfrom services of the Company w.e.f. 31st March 2018 and Mr. Syamkumar P. has beenappointed as a Manager of the Company w.e.f. 10th May 2018 under Section 196197 &203 read with Schedule V of the Companies Act 2013.

At present the following are the Key Managerial Personnel (KMP) of theCompany as per Section 2(51) and 203 of the

Companies Act 2013 are as follows:

Mr. Syamkumar P. Manager
Mr. Anil Kumar Sriwastawa 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 2013including Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the required information with respect to ratio of remuneration of directors keymanagerial personnel and employees is set out at Annexure – II which forms part ofthis report. There was no employee during the year under review drawing remunerationspecified under Section 197 of the Companies Act 2013 read with applicable rules.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act2013 with respect to Directors' Responsibility

Statement the Directors confirm:

i) That in the preparation of the annual accounts for the year ended31st March 2018 the applicable accounting standards have been followed and no materialdepartures have been made 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 31.03.2018 and ofthe profit and loss of the Company for that period;

iii) That they had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities; iv) That they had prepared the annual accounts on a goingconcern basis; and

v) That they had laid down internal financial controls to be followedby the company and that such internal financial controls are adequate and were operatingeffectively.

vi) That they had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

COMMITTEES OF BOARD

Pursuant to requirement under Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors hasvarious committees of Board such as Audit Committee Nomination & RemunerationCommittee Stake Holders Relationship Committee Risk Management Committee and CorporateSocial Responsibility Committee. The details of composition and terms of reference ofthese committees are mentioned in the Corporate Governance Report. which forms integralpart of this report.

AUDIT COMMITTEE

The composition of Audit Committee of the Company as on 31.03.2018 isas 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 wasnot accepted by the Board of directors.

DISCLOSURE ON VIGIL MECHANISM

The Company has formulated a vigil mechanism through which Directorsemployees and business associates may report unethical behavior malpractices wrongfulconduct fraud violation of Company's code of conduct without fear of reprisal. Thedetails of the policy can be referred to in section `Disclosures` - Whistle-Blower Policy/ Vigil Mechanism of the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITIES (CSR) INITIATIVES

Your company has constituted a CSR Committee which Comprises of Mr.Onkar S Kanwar Chairman Mr. U.S. Anand

Independent Director and Mr. Harish Bahadur Non-Executive Director.

The CSR Committee has formulated and recommended to the Boardcorporate Social Responsibility Policy (CSR Policy) indicating the activities to beundertaken by the Company which had been approved by the Board. The CSR policy may beaccessed on the company's website at any time www.ptlenterprise.com. During theFinancial Year under review your company has spent Rs. 71.64 Lakhs on its CSR activities.

The annual report on CSR activities is furnished in Annexure - IIIwhich forms integral part of this report.

POLICY ON DIRECTORS' APPOINTMENT REMUNERATION AND INDEPENDENTDIRECTOR

Pursuant to the requirement under Section 134(3) (e) and 178 (3) of theCompanies Act 2013 the brief policy on directors' Selection appointment andremuneration is attached as Annexure - IV which forms part of this report and the detailedpolicy can be referred on the website of the Company i.e. www.ptlenterprise.com.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2017-18 4 (four) Board meetings were held.For details thereof refer to the section `Board of

Directors`- Number of Board Meetings in Corporate Governance Reportwhich forms integral part of this report.

AUDITORS AND AUDITOR'S REPORT

STATUTORY AUDITORS

M/s S.P Puri & Co. Chartered Accountants were appointed asStatutory Auditors of your Company for a period of five years from 2017-18 to 2021-22 atthe Annual General Meeting held on July 05 2017.

M/s S.P Puri & Co. Chartered Accountants Statutory Auditor and M/sS. C. Vasudeva & Co. Chartered Accountants have merged to a single entity w.e.f. 1stApril 2018 with change in name as M/s SCV & Co. Chartered Accountant Consequent tomerger M/s S.P. Puri & Co. Chartered Accountant has ceased to exist w.e.f. 1st April2018 and therefore a causal vacancy has arisen in the office of Statutory Auditors whichwas filled by Board of Director in terms of Section 139 of the Companies Act 2013 onApril 28 2018.

M/s SCV & Co. informed that their firm has converted into LLP andits name would be SCV & Co. LLP (Firm Registration No. 000235N/N500089).

The Board of Directors of your Company proposes for ratification oftheir appointment for the financial year 2017-18 and to appoint M/s SCV & Co. LLPChartered Accountants Statutory Auditors of your Company for a period of four years from2018-19 to 2021-22 who have confirmed their willingness as well. Pursuant to Section 141of the Companies Act 2013 and relevant Rules prescribed there under the Company hasreceived certificate from the proposed Auditors to the effect inter-alia that theirappointment if made would be within the limits laid down by the Act shall be as per theterm provided under the Act and that they are not disqualified for such appointment underthe provisions of applicable laws and also that there is no proceeding against them or anyof their partners pending with respect to professional matter of conduct.In view of thismembers are requested to approve the proposed resolutions in this regard.

AUDITORS' REPORT

The Auditors' Report does not contain any qualification reservation oradverse remarks requiring any comment or explanation from the company. The notes onfinancial statements referred in the Auditor's Report are self explanatory. No fraudhas been reported by the Auditors to the Audit Committee or the Board.

SECRETARIAL AUDITORS

M/s RSMV & Co. Practising Company Secretaries were appointed asSecretarial Auditors of the Company for the financial year 2017-18 pursuant to Section 204of the Companies Act 2013. The Secretarial Audit Report submitted by them for theFinancial Year 2017-18 in the prescribed form MR- 3 is attached as Annexure - V and formspart of this report.

There are no qualifications or observations or other remarks of theSecretarial Auditors in the Report issued by them for the financial year 2017-18 whichcall for any explanation from the Board of Directors.

DEPOSITS

During the year under review your Company has neither accepted norrenewed any deposits in terms of Chapter V of the Companies Act 2013 and no amount ofprincipal or interest was outstanding in respect of deposits from the public as on thedate of balance sheet.

COST AUDIT

Your Company does not have its own production and its facility has beenleased out to Apollo Tyres Ltd. Under the Companies (Cost Records and Audit) Rules 2014and further amendment thereto as prescribed under the new Companies Act 2013company's lease income is not classified under the aforesaid Rules; hence Cost Auditis not applicable in respect of your company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

As the Company's facility has been leased out to Apollo Tyres Ltd.and the Company is not carrying out any manufacturing activity of its own no informationis required to be furnished under section 134 (3) (m) of the Companies Act 2013. Therewas no foreign exchange earnings and outflow during the financial year 2017-18.

ADEQUACY OF INTERNAL FINACIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS

The Company has in place adequate internal Financial Control withreference to Financial Statement.

The policies and procedures adopted by the company ensures orderly andefficient conduct of the business including adherence to company's policiessafeguarding the assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on 31.03.2018 in the prescribed formMGT.9 pursuant to section 92(3) of the Companies Act 2013 read with Rule 12 (1) of theCompanies (Management and Administration) Rules 2014 is attached herewith as Annexure– VI.

PARTICULARS OF LOANS GIVEN GUARANTEES GIVEN OR INVESTMENTS MADE UNDERSECTION 186 OF

THE COMPANIES ACT 2013

Pursuant to the requirement under Section 134(3) (g) of the CompaniesAct 2013 the particulars of loans guarantees or investments under Section 186 of the Actas at end of the Financial Year 2017-18 are attached as Annexure - VII which forms part ofthis report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERREDTO IN SECTION

188(1) OF THE COMPANIES ACT 2013

The Policy on related party transactions as approved by the Board hasbeen uploaded on the Company's Website at www.ptlenterprise.com. Pursuant to therequirement under Section 134(3) (h) of the Companies Act 2013 the particulars ofcontracts or arrangements with related parties referred to in section 188(1) of the Actare attached as Annexure - VIII which forms part of this report.

The policy on materially related party transaction and on dealing withrelated party transaction as approved by the Board and the detail policy can be referredon the website of the Company i.e. www.ptlenterprise.com.

ANNUAL PERFORMANCE EVALUATION

Pursuant to applicable provisions of the Companies Act 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board inconsultation with its Nomination & Remuneration Committee has formulated a frameworkcontaining inter alia the criteria for performance evaluation of the entire Board of theCompany its committees and individual directors including independent Directors.

For annual performance evaluation of the Board as a whole itsCommittee(s) and individual Directors including the Chairman of the Board the Company hasformulated a questionnaire to asst in evaluation of the performance. The tool takes theform of a series of assertions/questions which should be awarded a rating on a scale of 1to 5 by all individual Directors. Every Director has to fill the questionnaire related tothe performance of the Board its Committees and individual Directors except himself. Onthe basis of the questionnaire a format annual evaluation has been made by the Board ofits own performance and that of its Committees and individual Directors.

The independent directors had met separately without the presence ofNon-Independent directors and the members of management and discussed inter alia theperformance of Non-Independent directors and Board as a whole and the performance of theChairman of the Company.

The Nomination and Remuneration committee has also carried outevaluation of every director`s performance.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

IMPACTING THE GOING CONCERNS STATUS AND COMPANY`S OPERATIONS IN FUTURE

No significant and material orders has been passed by any regulatoryauthority court or tribunal which shall impact the going concern status and company`soperations in future.

RISK MANAGEMENT POLICY

Your Company has laid down a comprehensive risk assessment andminimization procedures which are reviewed by the

Audit Committee/ Board periodically.

LEGAL COMPLIANCE REPORTING

The Board of directors reviews in detail on a quarterly basis thereports of compliance to all applicable laws and regulations. Any non-compliance isseriously taken up by the Board with fixation of accountability and reporting of stepstaken for rectification of non-compliance.

In the opinion of the Board there has been no identification ofelements of risk that may threaten the existence of the company.

The Board of directors states that applicable Secretarial Standardsi.e. SS-1 & SS-2 relating to Meeting of the Board of Directors and General Meetingrespectively have been duly followed by the Company.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT

2013

Your Company has formulated policy for prevention of sexual harassmentof its women 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 theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

ACKNOWLEDGEMENTS

Your Directors are thankful to the Central Government StateGovernments of Kerala bankers business partners stakeholders and employers for theirvaluable support during the year under review.

For and on behalf of the Board of Directors

Sd/-

(ONKAR S KANWAR)

CHAIRMAN

Place : Gurugram

Dated: 10th May 2018

INDEPENDENT AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

1. This certificate is issued in accordance with the terms of ourengagement letter.

2. We SCV & Co. Chartered Accountants the statutory Auditors ofPTL Enterprises Ltd. ("the Company") have examined the compliance of conditionsof Corporate Governance by the company for the year ended on 31st March 2018 asstipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para Cand D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)regulations 2015 (the Listing Regulations).

Managements Responsibility

3. The compliance of conditions of Corporate Governance is theresponsibility of the Management. This responsibility includes the design implementationand maintenance of internal control and procedures to ensure the compliance with theconditions of the Corporate Governance stipulated in Listing Regulations.

Auditor's Responsibility

4. Our responsibility is limited to examining the procedure andimplementation thereof adopted by the company for ensuring compliance with the conditionsof the Corporate Governance. It is neither an audit nor an expression of opinion on thefinancial statements of the company.

5. We have examined the books of account and other relevant records anddocuments maintained by the company for the purposes of providing reasonable assurance onthe compliance with Corporate Governance requirements by the company.

6. We have carried out an examination of the relevant records of thecompany in accordance with the Guidance Note on Certification of Corporate Governanceissued by the Institute of the Chartered Accountants of India (The ICAI) the Standards onAuditing specified under Section 143(10) of the Companies Act 2013 in so far asapplicable for the purpose of this certificate and as per the Guidance Note on Reports orCertificates for Special Purposes issued by the ICAI which requires that we comply withethical requirements of the code of Ethics issued by the ICAI.

7. We have complied with the relevant applicable requirements of theStandard on Quality Control (SQC) 1 Quality Control for Firms that Perform Audits andReviews of Historical Financial Information and Other Assurance and Related ServicesEngagements.

Opinion

8. Based on our examination of the relevant records and according tothe information and explanations provided to us and the representations provided by theManagement we certify that the Company has complied with the conditions

Branches: • 4/18 Asaf Ali Road New Delhi – 110002 Tel.:23274888 23277410 Fax 91-1141749444

• B-XIX-220 Rani Jhansi Road Ghumar Mandi Ludhiana – 141001 (Punjab) Tel.:2774527 Fax: 91-161-2771618

• D-62 Panchsheel Enclave New Delhi-110 017 Tel.: 2649762926497630 Fax: 91-11-41749444

• C-20 Panchsheel Enclave New Delhi-110 017 Tel.: 41200800 Fax:91-11-41749444 of Corporate Governance as stipulated in regulations 17 to 27 and clauses(b) to (i) of regulation 46(2) and para C and

D of Schedule V of the Listing Regulations during the year ended March31 2018.

9. We state that such compliance is neither an assurance as to thefuture viability of the company nor the efficiency or effectiveness with which theManagement has conducted the affairs of the company.

For SCV & CO.
Chartered Accountants
Firm registration No. 000235N
Sd/-
(RAJIV PURI)
PARTNER
Membership No.84318
Place : Gurugram
Dated: 10th May 2018

Details under section 197 of the Companies Act 2013 and Rule 5 of remuneration ofManagerial personnel) Rules 2014

Annexure – II the Companies (Appointment and
Rule Particulars Details of Remuneration
5.1 The Ratio of the remuneration of each a All the directors have not received any remuneration except the sitting fees during the F.Y. 2017-18
Director to the median remuneration of the employees of the company for the financial year.
5.2 The percentage increase in remuneration of each director Chief Financial Officer Chief a For Mr. Balakrishnan G. (10 %)
b For Mr. Pradeep Kumar (5%)
Executive Officer Company Secretary. c. For Mr. Amit Gautam (10%)*
5.3 The percentage increase in the median remuneration of employees in the financial year. 4.94%
5.4 The number of permanent employees on the rolls of the company 743
5.5 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof. The average % managerial increase has been 10 % while for others it is about 4.94 %.This is based on our Remuneration policy that rewards people differentially based on their contribution to the success of the company and also ensures that external market competitiveness and internal relativities are taken care of.

* Resigned w.e.f. 09-09-2017