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A Oneindia Venture

Nifty 25,966.40 +0.58%

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Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of PTL Enterprises Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 64^th Annual Report on the business and operations of the PTL Enterprises Ltd (âthe Companyâ), together with the audited financial statements for the financial year ended 31^st March 2025.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended 31^st March 2025 is summarised below:

('' in Lakhs)
Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Total Income	7,109.77	6,991.59
Profit Before Tax and Depreciation	5,991.81	5,576.48
Depreciation	208.23	209.87
Profit Before Exceptional Item & Tax	5,783.58	5,366.61
Profit Before Tax	5,783.58	5,366.61
Provision for Tax - Current	1,522.05	1,436.88
Provision for Tax - Deferred	(28.25)	(26.30)
Income tax charge/(credit) for earlier years	660.27	1,600.00
Net Profit after Tax	3,629.51	2356.03

OPERATIONS AND THE STATE OF COMPANY''S AFFAIR

The total income of your Company for the year ended 31^st March 2025, amounted to Rs. 7,109.77 Lakhs as against Rs. 6,991.59 Lakhs during the previous year. It includes a rental lease of Rs. 6,111.96 Lakhs received from Apollo Tyres Ltd. (ATL), in accordance with the terms of the Lease Agreement executed with ATL. After providing for depreciation, exceptional item and tax, net profit for the year under review amounted to Rs. 3,629.51 Lakhs as against Rs. 2,356.03 Lakhs in the previous year. Accounts for the current year have been prepared on the basis of Companies (Indian Accounting Standard) Rules, 2015 (IND AS).

DIVIDEND

Your Company has a consistent track record of dividend payment. The Directors are pleased to recommend final dividend of Rs. 1.75 per equity share of face value of Re. 1/- each (175 %) for the financial year 2024-2025. The payment of Dividend shall be subject to approval of shareholders at the ensuing Annual General Meeting (âAGMâ) of the Company and shall be subject to the deduction of Income tax at source. The dividend, if approved, shall be payable to the members holding shares as on record date i.e 11^th July 2025.

TRANSFER TO RESERVE

As permitted under the provisions of the Companies Act, 2013, the Board does not propose to transfer any amount to general reserve during the period under review.

CHANGE IN SHARE CAPITAL STRUCTURE

During the year under review, the issued, subscribed and paid-up Equity Share Capital of the Company was 13,23,77,000 equity share of Re. 1 each. There was no change in the Capital Structure of the Company.

a. Issue of equity shares with differential rights

Your Company has not issued any equity shares with differential rights during the year under review.

b. Issue of sweat equity shares

Your Company has not issued any sweat equity shares during the year under review.

c. Issue of employee stock options

Your Company has not issued any employee stock options during the year under review.

d. Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

Your Company has not made any provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees during the year under review.

CORPORATE GOVERNANCE

The Company is making best efforts to achieve the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (âSEBIâ). The Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organization''s Corporate Governance philosophy is directly linked to high performance.

The Company is committed to adopting and adhering to established world-class Corporate Governance practices. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large, and strives to serve their interests, resulting in the creation of value and wealth for all stakeholders.

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The compliance report on Corporate Governance and a certificate from M/s. SCV & LLP, Chartered Accountants, (Firm Registration No. 000235N) Statutory Auditors of the Company, regarding compliance of the conditions of Corporate Governance, as stipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as Annexure-1 which forms part of this Integrated Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, has mandated the top 1000 Listed Companies by market capitalization to include Business Responsibility and Sustainability Report (''BRS Report'') in their Annual Report. Although PTL is not among the top 1000 listed Companies on basis of market capitalization as on 31^st December 2024 (latest list as on date of this report), as per the list issued by Stock Exchanges. However, for better corporate governance your Company has constituted a Business Responsibility Committee comprising of Mr. B.K. Singh (Chairman) Non-Executive Independent Director, Mr. Harish Bahadur (Member), NonExecutive Non-Independent Director and Mr. Sunil Tandon (Member) Non-Executive Independent Director.

The Business Responsibility Committee voluntarily adopted and has approved a BRSR format covering the major area of BRSR in the format prescribed by SEBI and mentioned in business principles laid down in the National Guidelines for Responsible Business Conduct.

The copy of the report is available on the Company''s website and can be accessed at https://www.ptlenterprise.com. BOARD OF DIRECTORS

(A) Changes in Directors and Key Managerial Personnel

During the year under review and between and the period end of the financial year and date of this report, the following are the changes in Directors and Key Managerial Personnel of the Company: -

Pursuant to the provisions of Section 152(6) of the Companies Act 2013, (âThe Actâ) Rules made thereunder and other applicable provisions, if any, and the Articles of Association of the Company, Mr. Neeraj Singh Kanwar (DIN: 00058951), Director of the Company, being in the office for the longest term, will retire by rotation at the ensuing 64^thAnnual General Meeting, and being eligible, offers himself for re- appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee (âNRCâ) has recommended his re- appointment at the 64^th Annual General Meeting of the Company.

The Board of Directors on the recommendation of the NRC has re- appointed Mrs. Sonali Sen (DIN: 08736062), Independent Woman Director for a consecutive term of 5 years subject to the approval of the Shareholders.

None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

Mr. U.S. Anand (DIN: 02055913) had ceased as Independent Directors of the Company with effect from the closure of business hours on 21^st September 2024 consequent to completion of his second term as Independent Director.

The Members of the Company at their 63^rd Annual General Meeting held on 24^th July 2024 had approved the fixation of tenure of Mr. Onkar Kanwar (DIN: 00058921) Chairman, as Non-Executive Director of the Company for a period of five years with effect from 14^th May 2024 till 13^th May 2029.

The Members of the Company, at their 63^rd Annual General Meeting held on 24^th July 2024, approved the appointment of Mr. Ranganayakulu Jagarlamudi (DIN-08153627) as Independent Director, not liable to retire by rotation, for a term of 5 consecutive years with effect from 7^th February 2024 till 6^th February 2029.

Mr. S. Sujith, appointed Manager under the Companies Act, 2013, retired from the services of the Company w.e.f. 28^th February 2025. The NRC has recommended to the Board for the appointment of Mr. Anil Kumar Sriwastawa, as a Manager and Key Managerial Personnel, under Companies Act, 2013 and for a period of 5 years starting from 15^thMay 2025 to 14^th May 2030, subject to the approval of shareholder in the ensuing Annual General Meeting.

Mr. Pradeep Kumar, Company Secretary, ceased as Company Secretary and Compliance Officer w.e.f. 31^st August 2024, in his place Ms. Jyoti Upmanyu was appointed as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company w.e.f. 1^st September 2024.

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel and they have complied with all the requirements mentioned in the aforesaid code. In the opinion of the Board, the Independent Directors appointed during the year possess requisite integrity, expertise, experience and proficiency.

The following are the KMP''s of the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Amarjeet Kumar - Chief Financial Officer

Mr. Anil Kumar Sriwastawa - Manager (under Companies Act, 2013)

(Subject to approval of shareholders in ensuing AGM)

Ms. Jyoti Upmanyu - Company Secretary and Compliance officer

(B) Declaration by Independent Directors

In terms with Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors of the Company have submitted declarations that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and also Regulation 16(I)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Companies Act, 2013. All our Independent Directors are registered on the Independent Directors Databank.

Pursuant to the provisions of the Companies Act, 2013 and applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board is required to carry out annual evaluation of its own performance and that of its Committees and individual Directors. The Nomination and Remuneration Committee (NRC) of the Board also carries out an evaluation of every Director''s performance. Accordingly, the Board, Independent Directors and NRC of your Company have carried out the performance evaluation during the year under review.

For annual performance evaluation of the Board as a whole, it''s Committee(s) and individual Directors including the Chairman of the Board, the Company has formulated a questionnaire to assist in evaluation of the performance. Every Director has to fill the questionnaire related to the performance of the Board, its Committees and individual Directors except himself by rating the performance on each question on the scale of 1 to 5, 1 being Unacceptable and 5 being Exceptionally Good.

On the basis of the response to the questionnaire, a matrix reflecting the ratings was formulated and placed before the Board for formal annual evaluation by the Board of its own performance and that of its Committees and individual Directors. The Board was satisfied with the evaluation results.

(D) Separate Meeting of Independent Directors

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on 26^th March 2025.

The Independent Directors at the meeting, inter alia, reviewed the following: -

> Performance of Non-Independent Directors and Board as a whole.

> Performance of the Chairman of the Company, taking into account the views of Executive Directors and NonExecutive Directors.

> Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

(E) A Statement regarding Opinion of the Board with regard to Integrity, Expertise and Experience (Including the Proficiency) of the Independent Directors Appointed during the Year:

In the opinion of the Board, Independent Directors of the Company possess required integrity, expertise and experience necessary for administrative working in the industry.

(F) Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, laid down a Nomination & Remuneration Policy pursuant to sub section (3) of section 178 of the Companies Act, 2013 for selection and appointment of the Directors, Key Managerial Personnel and Senior Management and their remuneration. The extract of the Nomination and Remuneration Policy covering the salient features are provided in the Corporate Governance Report forming part of Board''s Report.

The Nomination & Remuneration Policy of the Company is available on the website of the Company and the web link is: https://ptlenterprise.com/codes-and-policies.html

(G) Code of Conduct for Directors and Senior Management

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel and has complied with all the requirements mentioned in the aforesaid code. For further details, please refer the Corporate Governance Report.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

In the Finance Act 2024, the Government had announced Direct Tax Vivad se Vishwas Scheme (the scheme), whereby option was given to settle Income Tax litigations.

Under this scheme, the Company had applied for tax litigation resolution to resolve income tax disputes for FY 2009-10 to 2013-14, FY 2017-18 & FY 2019-20. As per the settlement order passed by Income tax department, the Company has made a payment of Rs. 9.30 crores in accordance with the calculations specified in the scheme to settle income tax litigations related to these years.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the nature of business of your Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, none of the Company have become or ceased to be subsidiaries, joint ventures or Associate Companies.

MATERIAL SUBSIDIARIES

Your Company has no material subsidiary as per Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits in terms of Chapter V of the Act and no amount of principal or interest was outstanding in respect of deposits from the public as on the date of Balance Sheet.

AUDITORS

M/s SCV & Co. LLP (Firm Registration No 000235N/N500089), Chartered Accountants, were appointed as Statutory Auditors of the Company, for a period of five years till the conclusion of 66th Annual General Meeting, in the Annual General Meeting of the Company held on 14^th July 2022, on the expiry of their previous term of appointment.

AUDITORSâ REPORT

The report furnished by M/s SCV & Co. LLP, Chartered Accountants, Statutory Auditors on financial statements of the Company for F.Y 2024-2025 is part of the Annual Report. The comments on statement of accounts referred to in the report of the Auditors are self-explanatory. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s RSMV & Co., Company Secretaries as Secretarial Auditor of the Company undertake Secretarial Audit of the Company for F.Y. 2024-2025.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Secretarial Audit Report given by the Secretarial Auditor is attached as Annexure - 2 and forms part of this Integrated Annual Report.

Pursuant to the requirement of Regulation 24(A)(1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and on the basis of recommendation of Audit Committee, the Board recommends to appoint M/s RSMV & Co., as Secretarial Auditors of the Company, for a term of five (5) consecutive years, to hold office of the Secretarial Auditor for the FY 2025-26 to the FY 2029-30 (subject to approval of shareholders in ensuing AGM). They have confirmed that they are eligible for the said appointment.

COST AUDIT

Your Company does not have its own production as its facility has been leased out to Apollo Tyres Ltd. Under the Companies (Cost Records and Audit) Rules, 2014 and further amendment thereto, Company leased income is not classified under the aforesaid Rules, hence cost audit is not applicable in respect of your Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under section 143(12) of the Act, any instances of fraud committed against the Company by its officer or its employees, the details of which would need to be mentioned in the Board''s Report. Therefore, no detail is required to be disclosed under the Companies Act, 2013.

DISCLOSURE ON VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in order to ensure that the activities of the Director(s) and employee(s) are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has established a robust Vigil Mechanism and a Whistle-Blower Policy to deal with unethical behavior, actual or suspected, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct without fear of reprisal. The details of the policy are explained in Corporate Governance Report and also posted on the website of the Company.

NUMBER OF MEETINGS OF THE BOARD

During the year, 4 (Four) Board meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of all Board/ Committee meetings held during FY 2024-25 are given in the Corporate Governance Report which forms an integral part of this report.

COMMITTEES OF BOARD

As on 31^st March 2025, pursuant to the requirement of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has various Committees of Board such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee, Business Responsibility Committee and Committee of Directors (Investments/Loans). The details of composition and terms of reference of these Committees are mentioned in the Corporate Governance Report, forms part of the Integrated Annual Report.

AUDIT COMMITTEE

As per Section 177(2) and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Your Company has in place an Audit Committee comprising of Mr. Sunil Tandon (Chairman) Non-Executive Independent Director, Mr. B.K. Singh, (Member) Non-Executive Independent Director, Mr. Harish Bahadur, (Member) Non-Executive Non- Independent Director, Mr. Neeraj Singh Kanwar, (Member) Non-Executive Non- Independent Director, and Mr. Tapan Mitra (Member), Non- Executive Independent Director and Mrs. Sonali Sen, (Member), Non-Executive Independent Director.

There was no instance when the recommendation of the Audit Committee was not accepted by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

As per Section 178 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Company has in place a Nomination and Remuneration Committee comprising of Mr. Tapan Mitra (Chairman), Non-Executive Independent Director, Mr. B.K. Singh, (Member) Non-Executive Independent Director, Mr. Harish Bahadur, (Member) Non-Executive Non-Independent Director, Mr. Onkar Kanwar, (Member) Non-Executive NonIndependent Director, Mr. Sunil Tandon (Member) Non-Executive Independent Director and Mr. Ranganayakulu Jagarlamudi, (Member), Non-Executive Independent Director.

There was no instance when the recommendation of the Nomination and Remuneration Committee was not accepted by the Board of Directors.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As per Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Company has in place a Stakeholders Relationship Committee comprising of Mr. Onkar Kanwar (Chairman) Non-Executive NonIndependent Director, Mr. Harish Bahadur (Member) Non-Executive Non-Independent Director, Mr. Neeraj Singh Kanwar, (Member) Non-Executive Non-Independent Director and Mr. Sunil Tandon (Member) Non-Executive Independent Director.

There was no instance when the recommendation of the Stakeholders Relationship Committee was not accepted by the Board of Directors.

RISK MANAGEMENT

As per Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Company has in place a Risk Management Committee comprising of Mr. Onkar Kanwar (Chairman) Non-Executive Non-Independent Director, Mr. Harish Bahadur (Member) Non-Executive Non-Independent Director and Mr. Tapan Mitra (Member) NonExecutive Independent Director.

The Risk Management Committee (RMC) was constituted to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The RMC on timely basis informed members of Board of Directors about risk assessment and minimization procedures. In the opinion of the RMC, there are no such risks, which may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE AND INITIATIVES

The Company has a well-defined CSR policy which is made as per the requirement of section 135 of the Companies'' Act 2013. All the CSR activities are linked with National Development Goals and globally with the Sustainable Development Goals [SDGs]. All the CSR activities of the company are routed through a registered trust (Apollo Tyres Foundation) and functions with close monitoring and guidance of the CSR committee.

Additionally, under local initiatives the Company continued its support for the watershed management initiatives (Eco restoration of Ponds). Corporate Social responsibility Report, pursuant to clause (o) of sub section (3) of Section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 forms part of this Report as Annexure- 3.

PARTICULARS W.R.T. RATIO OF REMUNERATION OF DIRECTORS AND KMP

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and is set out as Annexure - 4 which forms part of this Integrated Annual Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Pursuant to the requirements under Section 134(3) (e) and 178 (3) of the Act, the brief policy on Directors'' selection, appointment and remuneration is attached as Annexure-5 which forms part of this Integrated Annual Report and the detailed policy can be referred on the website of the Company i.e. www.ptlenterprise.com. The Nomination &

Remuneration Policy for Directors, Key Managerial Personnel and other employees sets out the guiding principles for the NRC Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. There has been no change in the policy during the current year.

PARTICULARS OF EMPLOYEES

None of the Employee was drawing remuneration in excess of the limits laid by the Companies Act, 2013 as specified under Rule 5(2) and Rule 5 (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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 is not carrying out any manufacturing activity of its own, no information is required to be furnished under Section 134 (3) of the Act. During the reporting period, there was no foreign exchange earnings and outgo.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Controls are an integrated part of the risk management process, addressing the financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

The Company has in place adequate Internal Financial Controls with reference to financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding its assets prevention and detection of fraud accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee evaluates the Internal Financial Control system periodically.

INDUSTRIAL RELATIONS

During the year, your Company maintained harmonious and cordial industrial relations.

EXTRACT OF ANNUAL RETURN

As per Section 134(3)(a) of the Companies Act, 2013, the Annual Return referred to in Section 92(3) of the Companies Act, 2013 has been placed on the under the investors section of website of the Company i.e. https://www.ptlenterprise.com/ announcement.html.

PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OF THEACT

During the year under review, your Company has not given any loan or guarantee which is covered under the provisions of Section 186 of the Companies Act, 2013. However, details of investments made during the year are given under notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE ACT

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. During the year, the Company did not enter into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Suitable disclosures as required by the Indian Accounting Standards have been made in the notes to the financial statements. The policy on related party transactions as approved by the Board is uploaded on the Company''s website.

However, there is one existing lease agreement with Apollo Tyres Ltd .The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2, forms part of this Integrated Annual Report as Annexure-6. Members may refer notes to the financial statements which set out related party disclosures pursuant to IND AS-24.

STATUS OF LISTING

The Company''s shares are listed at BSE Limited & National Stock Exchange of India Ltd. The Company has paid the listing fees to the Stock Exchange, for the F.Y. 2024-25 and F.Y.2025-26.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the year under review, No significant and material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company''s operations in future.

LEGAL COMPLIANCE REPORTING

The Board of Directors reviews in detail, on quarterly basis, the reports of compliance with all applicable laws and regulations. Any non-compliance is seriously taken up by the Board, with fixation of accountability and reporting of steps taken for rectification of non-compliance.

In the opinion of the Board, there has been no identification of elements of risk that may threaten the existence of the Company. The Company has complied with all the Secretarial Standards issued by Institute of Company Secretaries of India.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Actâ) and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted an Internal Committee(s) (ICs) to redress and resolve any complaints arising under the POSH Act. Training / awareness programs are conducted throughout the year to create sensitivity towards ensuring.

SECRETARIAL STANDARDS

During the year under review, your Company had complied with all the applicable Secretarial Standards as prescribed by the Institute of Companies Secretaries of India and as per Section 118 (10) of the Companies Act, 2013.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Details of funds transferred by the Company to the Investor Education and Protection Fund in accordance with the provisions of Section 125 of the Companies Act, 2013 and Rules made thereunder are given in the Corporate Governance Report which forms an integral part of this report.

DIRECTORSâ RESPONSIBILITY STATEMENT

As required by Section 134(3)Â© of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts for the financial year ended 31^st March 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) the Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at the end of financial year and of the profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors had prepared the Annual Accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY DISCLOSURES

Neither any application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 nor any settlement has been done with banks or financial institutions, during the year under review.

ACKNOWLEDGEMENTS

Your Company''s organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as optimum utilization of the Company''s resources for sustainable and profitable growth.

Your Directors extend sincere gratitude to the Central Government, State Government of Kerala and all other governmental bodies for their continued co-operation, assistance and encouragement. We wish to place on record our appreciation to business partners, members, bankers and other stakeholders for their continued support during the year review. We place on record our appreciation to all employees for their hard work, dedication, and contributions to the ongoing growth of the Company.

Mar 31, 2024

The Directors have pleasure in presenting the Company''s 63^rd Annual Report on the Business, Finance and Operations of the Company, together with the Audited Financial Accounts for the financial year ended March 31,2024.

(Rs. in Lakhs]
Particulars	Year ended 31.03.2024	Year ended 31.03.2023
Total Income	6,991.59	6,853.09
Profit Before Tax and Depreciation	5,576.48	5,539.01
Depreciation	209.87	205.20
Profit Before Exceptional Item & Tax	5,366.61	5,333.81
Profit Before Tax	5,366.61	5,333.81
Provision for Tax - Current	1,436.88	1,433.51
Provision for Tax - Deferred	(26.30)	(27.33)
Income tax charge/(credit) for earlier years	1,600.00	1,600.00
Net Profit after Tax	2356.03	2,327.63

OPERATIONS AND THE STATE OF COMPANY''S AFFAIR

The total income of your Company for the year ended March 31,2024 amounted to ''6,991.59 Lakhs as against '' 6,853.09 Lakhs during the previous year. It includes a lease rental of '' 6,111.96 Lakhs received from Apollo Tyres Ltd. (ATL), in accordance with the terms of the Lease Agreement executed with ATL. After providing for depreciation, exceptional item and tax, net profit for the year under review amounted to '' 2,356.03 Lakhs as against '' 2,327.63 Lakhs in the previous year and no amount has been transferred to general reserve during the FY 2023-24. Accounts for the current year have been prepared on the basis of Companies (Indian Accounting Standard) Rules, 2015 (IND AS).

CHANGE IN SHARE CAPITAL STRUCTURE

There has been no increase / decrease in the Authorized Share Capital of your Company during the year under review. TRANSFER TO RESERVE

As permitted under the provisions of the Companies Act, 2013, the Board does not propose to transfer any amount to general reserve.

MATERIAL CHANGES AND COMMITMENTS

There has been no change in the nature of the business of the Company.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, none of the Company have become or ceased to be subsidiaries, joint ventures or Associate Companies.

DIVIDEND

Your Directors are pleased to recommend a final dividend of '' 1.75 per equity share of face value of '' 1/- each (175 %) for the financial year 2023-2024. The payment of Dividend shall be subject to approval of shareholders at the

ensuing Annual General Meeting (âAGMâ) of the Company and shall be subject to the deduction of Income tax at source. The dividend, if approved, shall be payable to the members holding shares as on record date i.e. Friday, July 12,2024. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. The compliance report on Corporate Governance and a certificate from M/s. SCV & LLP, Chartered Accountants, (Firm Registration No. 000235N) Statutory Auditors of the Company, regarding compliance of the conditions of Corporate Governance, as stipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is attached herewith as Annexure I which forms part of this integrated Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of SEBI Listing Regulations, 2015 top 1000 Companies are required to file Business Responsibility Sustainability Report (BRSR). PTL is not among the top 1000 listed Companies on basis of market capitalization as on March 31,2024, as per the list issued by Stock Exchanges. However, for better corporate governance your Company has constituted a Business Responsibility Committee comprising of Mr. B.K. Singh, Non-Executive Independent Director, (Chairman), Mr. Harish Bahadur, Non-Executive Non-Independent Director and Mr. Sunil Tandon, Non-Executive Independent Director as (Members).

The Business Responsibility Committee voluntary adopted and has approved a BRSR format covering the major area of BRSR in the format prescribed by SEBI and mentioned in business principles laid down in the National Guidelines for Responsible Business Conduct.

The Copy of the report is available on the Company''s website and can be accessed at https://www.ptlenterprise.com. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 (3) of the Listing Regulations, a detailed Management Discussion and Analysis Report is presented in the separate section forming part of this integrated Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (âKMPâ)

Pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Rules made thereunder (âThe Actâ) and the Articles of Association of the Company, Mr. Harish Bahadur, Director of the Company, being in the office for the longest term, will retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for reappointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee (âNRCâ) has recommended his re- appointment.

Pursuant to section 161 of the companies Act, 2013, Mr. Ranganayakulu Jagarlamudi (DIN: 08153627) was appointed as an Additional Director (Independent) of the Company w.e.f. 7^th February, 2024 to hold office till the date of ensuing Annual General Meeting (AGM). The Company has received requisite notice, as provided under section 160 of the Companies Act, 2013 from a member, proposing the appointment of Mr. Ranganayakulu Jagarlamudi as an Independent Director not liable to retire by rotation.

Pursuant to Regulation 17(1A) and 17(1D) in SEBI Listing Regulation, 2015, The Board of Directors on the recommendation of the Nomination and Remuneration Committee (âNRCâ) has recommended the re- appointment of Mr.

Onkar Kanwar (DIN: 00058921), Chairman and Non-Executive Director of the Company, not liable to retire by rotation, for a period of 5 (five) years w.e.f. May 14, 2024 in the ensuing Annual General Meeting.

The Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of Independence as prescribed under the Act and the Listing Regulations. They have registered their names in the Independent Director''s Databank.

In compliance with the requirements of the Listing Regulations, your Company has conducted a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities and changes in impact of SEBI Regulations/Corporate Laws as Directors, working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the Company and can be accessed at www.ptlenterprise.com.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold the highest standards of integrity.

None of the Directors are disqualified under Section 164(2) of the Act. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel and they have complied with all the requirements mentioned in the aforesaid code. In the opinion of the Board, the independent Directors appointed during the year possess requisite integrity, expertise, experience and proficiency.

The following are the KMP''s of the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Pradeep Kumar - Company Secretary and Compliance officer

Mr. Amarjeet Kumar - Chief Financial Officer

Mr. S. Sujith - Manager under Companies Act, 2013

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2023-24, 4 (four) Board meetings were held. For details thereof, refer to the section ''Board of Directors'', Number of Board Meetings, in Corporate Governance Report which forms an integral part of this report.

PARTICULARS W.R.T. RATIO OF REMUNERATION OF DIRECTORS AND KMP

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and is set out as Annexure - II which forms part of this integrated Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors'' Responsibility Statement, the Board of Directors, to the best of their information and knowledge confirm:

i) That in the preparation of the annual accounts, for the year ended March 31, 2024, the applicable accounting standards have been followed and no material departures have been made from the same;

ii) That they had selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31,2024, and of the profit and loss of the Company for the year ended on that date;

iii) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That they had prepared the annual accounts on a going concern basis;

v) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

vi) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

As on 31st March, 2024, pursuant to requirement of the Act and Listing Regulations, the Board of Directors has various Committees of Board such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee, Business Responsibility Committee and Committee of Directors (Investments/Loans). The details of composition and terms of reference of these Committees are mentioned in the Corporate Governance Report attached as Annexure and forms part of the integrated Annual Report.

AUDIT COMMITTEE

Your Company has in place an Audit Committee comprising of Mr. Sunil Tandon (Chairman) Non-Executive Independent Director, Mr. B.K. Singh, (Member) Non-Executive Independent Director, Mr. Harish Bahadur, (Member) Non-Executive Non- Independent Director, Mr. Neeraj Singh Kanwar, (Member) Non-Executive Non- Independent Director, and Mr. Tapan Mitra (Member), Non-Executive Independent Director and Mr. U.S. Anand, (Member), Non-Executive Independent Director.

The Audit Committee was reconstituted in the Board Meeting held on 7^th February, 2024.

There was no instance when the recommendation of Audit Committee was not accepted by the Board of Directors. NOMINATION AND REMUNERATION COMMITTEE

Your Company has in place a Nomination and Remuneration Committee comprising of Mr. Tapan Mitra (Chairman) NonExecutive Independent Director, Mr. B.K. Singh, (Member) Non- Executive Independent Director, Mr. Harish Bahadur, (Member) Non-Executive Non- Independent Director, Mr. Onkar Kanwar, (Member) Non-Executive Non-Independent Director, Mr. Sunil Tandon (Member) Non-Executive Independent Director and Mr. U.S. Anand, (Member), Non-Executive Independent Director.

The Nomination and Remuneration Committee was reconstituted in the Board Meeting held on 7th February, 2024.

There was no instance when the recommendation of the Nomination and Remuneration Committee was not accepted by the Board of Directors.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company has in place a Stakeholders Relationship Committee comprising of Mr. Onkar Kanwar (Chairman) NonExecutive Non-Independent Director, Mr. Harish Bahadur (Member) Non-Executive Non - Independent Director, Mr. Neeraj Singh Kanwar, (Member) Non-Executive Non-Independent Director, Mr. Sunil Tandon (Member) Non-Executive Independent Director and Mr. U.S. Anand, (Member), Non-Executive Independent Director.

The Stakeholders Relationship Committee was reconstituted in the Board Meeting held on 7^th February, 2024.

There was no instance when the recommendation of the Stakeholders Relationship Committee was not accepted by the Board of Directors.

DISCLOSURE ON VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and a Whistle-Blower Policy in accordance with the provisions of the Act and Listing Regulations. The Company has formulated a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct without fear of reprisal. The details of the policy can be referred to in section ''Disclosures''- Whistle-Blower Policy/ Vigil Mechanism of the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE AND INITIATIVES

Your Company is committed to work towards the development of society since its inception, even before it became mandatory for corporates under Companies Act 2013. The Company''s CSR policy is aligned with National Development Goals as well as Sustainable Development Goals (SDG) to benefit the larger population. All the CSR work is being implemented through Apollo Tyres Foundation (ATF) with close monitoring and guidance of the CSR committee. The CSR team work dedicatedly at ground to achieve the overall goals and set targets.

In the reporting year, the company has undertaken various initiatives via Apollo Tyres Foundation (ATF) related to Solid Waste Management and Sanitation Programme for Communities, Livelihood for Underprivileged Rural Women and Biodiversity Conservation. Additionally, under local initiatives the Company continued its support for the watershed management related projects (potable drinking water solution and pond conservation). Corporate Social responsibility Report, pursuant to clause (o) of sub section (3) of Section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 forms part of this Report as Annexure III.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Pursuant to the requirements under Section 134(3) (e) and 178 (3) of the Act, the brief policy on Directors'' Selection, appointment and remuneration is attached as Annexure IV which forms part of this integrated report and the detailed policy can be referred on the website of the Company i.e. www.ptlenterprise.com. The Remuneration Policy for Directors, Key Managerial Personnel and other employees sets out the guiding principles for the NRC Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. There has been no change in the policy during the current year.

AUDITORS AND AUDITOR''S REPORT - STATUTORY AUDITORS

The Members of the Company re-appointed M/s SCV & Co. LLP, Chartered Accountants, Statutory Auditors of your Company for a period of five years from 2022-23 to 2026-27 in the Annual General Meeting of the Company held on July 14, 2022, on the expiration of their previous term of appointment.

The comment on statements of accounts referred in the Auditor''s Report are self-explanatory. The Audit Report does not contain any qualification, reservation or adverse remarks requiring any comment or explanation from the Company. The Report is enclosed with the financial statements in this integrated Annual Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had re-appointed M/s RSMV & Co., Company Secretaries as Secretarial Auditor of the Company for financial year 2023-2024 to undertake secretarial audit of the Company.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Secretarial Audit Report given by Secretarial Auditor is attached as Annexure - V and forms part of this integrated Annual Report.

M/s RSMV & Co., Company Secretaries have been re-appointed to conduct the Secretarial Audit of the Company for financial year 2024-2025. They have confirmed that they are eligible for the said appointment.

REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under section 143(12) of the Act, any instances of fraud committed against the Company by its officer or its employees, the details of which would need to be mentioned in the Board''s report. Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

DEPOSITS

COST AUDIT

Your Company does not have its own production as its facility has been leased out to Apollo Tyres Ltd. Under the Companies (Cost Records and Audit) Rules 2014 and further amendment thereto, Company leased income is not classified under the aforesaid Rules, hence cost audit is not applicable in respect of your Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Controls are an integrated part of the risk management process, addressing the financials and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

The Audit Committee evaluates the Internal Financial Control system periodically.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31,2024, is available on the website of the Company at the link https://www.ptlenterprise.com.

PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OF THEACT

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided is proposed to be utilised by the recipient are provided in the Financial Statement. For details, please refer Notes on Account No B-2 and B-9 and to the Financial Statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE ACT

During the year no material related party transactions, exceeding Rupees one thousand crore or 10% of the annual consolidated turnover, as per the last audited Financial Statements of your Company whichever is lower, were entered by your Company, except the existing lease agreement with Apollo Tyres Limited. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2, forms part of this integrated Annual Report as Annexure VI. Members may refer to Note no. C 13 (B) to the Financial Statements which sets out related party disclosures pursuant to IND AS-24.

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, your Company has formulated a revised ''Policy on Related Party Transactions'', which is also available on the Company''s website at https:// www.ptlenterprise.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

ANNUAL PERFORMANCE EVALUATION

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the Board of the Company, its Committees and the individual Directors, including Independent Directors.

In compliance with Regulation 17 (10) of Listing Regulations, the performance evaluations of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated.

On the basis of the performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

For annual performance evaluation of the Board as a whole, it''s Committee(s) and individual Directors including the Chairman of the Board, the Company has formulated a questionnaire to assist in evaluation of the performance. The tool takes the form of a series of assertions/questions which should be awarded a rating on a scale of 1 to 5 by all individual Directors. Every Director has to fill in the questionnaire related to the performance of the Board, its Committees and individual Directors except himself. On the basis of the questionnaire, a format of annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.

The Nomination and Remuneration committee has also carried out evaluation of every Director performance.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of Listing Regulations, a separate meeting of the Independent Directors was held on March 26, 2024. The Independent Directors at the meeting, inter alia, reviewed the following: -

â¢ Performance of Non- Independent Directors and Board as a whole.

â¢ Performance of the Chairman of the Company, taking into account the views of Executive Directors and NonExecutive Directors.

â¢ Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY''S OPERATIONS IN FUTURE

No significant and material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company''s operations in future.

RISK MANAGEMENT POLICY

Your Company has in place a Risk Management Committee comprising of Mr. Onkar Kanwar (Chairman) Non- Executive Non-Independent Director, Mr. Harish Bahadur (Member) Non-Executive Non - Independent Director, Mr. Tapan Mitra (Member) Non-Executive Independent Director and Mr. U.S. Anand, (Member), Non-Executive Independent Director.

The Risk Management Committee was reconstituted in the Board Meeting held on 7th February, 2024.

LEGAL COMPLIANCE REPORTING

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

SECRETARIAL STANDARDS

During the year under review, your Company complied with all the applicable Secretarial Standards.

KEY FINANCIAL RATIOS

The Key financial ratios for the financial year ended March 31,2024, forms part of the Financials. ACKNOWLEDGEMENTS

Your Directors are thankful to the Central Government, State Government of Kerala, bankers, business partners, stakeholders and employers for their continued support during the year under review. We place on record our appreciation for their contribution.

General Disclosures

During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:

> Issue of shares with differential rights as to dividend, voting or otherwise;

> Issue of shares including (sweat equity shares) to employees of the Company under any scheme;

> Any Scheme to fund its employees to purchase the shares of the Company;

> Pendency of any proceedings under the Insolvency and Bankruptcy Code, 2016;.

> Maintaining Cost Records in accordance with Section 148(1) of the Act read with the Rules made thereunder due to non-applicability;

> There are no instances of one-time settlement during the financial year.

Mar 31, 2018

BOARD''S REPORT

Dear Members,

The Directors have pleasure in presenting the 57th Annual Report on the business and operations of the Company, along with the audited financial accounts for the financial year ended March 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 COMPANYâS AFFAIR

The turnover of your Company for the year ended March 31, 2018 amounted to Rs. 7146.72 lakhs as against Rs. 5560.37 lakhs during the previous year. It includes lease rental of Rs. 5667 lakhs received from Apollo Tires Ltd. (ATL), in accordance with the terms of the Lease Agreement executed with ATL. After providing for depreciation and tax, 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 on the basis of Companies (Indian Accounting Standard) Rules, 2015 (IND AS). Previous Year figure have been rearranged accordingly.

MATERIAL CHANGES AND COMMITMENTS

DIVIDEND

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

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

CORPORATE GOVERNANCE

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

The Certificate on Corporate Governance dated May 10, 2018 received from the statutory auditors, M/s. SCV & Co. LLP, Chartered Accountants (Firm Registration No.000235N), Statutory Auditor, is enclosed as Annexure- I.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis 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 the Companies Act, 2013, Mr. Harish Bahadur, Director of the Company, will retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for reappointment. Your Board of Directors recommend his re-appointment.

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

Formalization programme for independent directors was completed by the company during the year 2017-18.

During the year, Mr. Amit Gautama Chief Financial Officer resigned from the Company i.e. 9th September, 2017 and Mr. Anil Kumar Sriwastawa, Chartered Accountant by profession was appointed as Chief Financial Officer of the Company i.e. 1st April, 2018.

Mr. Balakrishan G., Manager appointed under Companies Act, 2013 retired from services of the Company i.e. 31st March, 2018 and Mr. Syamkumar P. has been appointed as a Manager of the Company i.e. 10th May, 2018 under Section 196,197 & 203 read with Schedule V of the Companies Act, 2013.

At present, the following are the Key Managerial Personnel (KMP) of the Company 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, 2013 including Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required information with respect to ratio of remuneration of directors, key managerial personnel and employees is set out at Annexure - II which forms part of this report. There was no employee during the year under review, drawing remuneration specified under Section 197 of the Companies Act, 2013 read with applicable rules.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, the Directors confirm:

i) That in the preparation of the annual accounts, for the year ended 31st March, 2018, the applicable accounting standards have been followed and no material departures have been made from the same;

ii) That they had selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31.03.2018 and of the profit and loss of the Company for that period;

iii) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That they had prepared the annual accounts on a going concern basis; and

v) That they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has various committees of Board such as Audit Committee, Nomination & Remuneration Committee, Stake Holders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee. The details of composition and terms of reference of these committees are mentioned in the Corporate Governance Report. which forms integral part of this report.

AUDIT COMMITTEE

The composition of Audit Committee of the Company as on 31.03.2018 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 by the Board of directors. DISCLOSURE ON VIGIL MECHANISM

The Company has formulated a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct without fear of reprisal. The details 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 Board, corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company which had been approved by the Board. The CSR policy, may be accessed on the company''s website at any time www.ptlenterprise.com. During the Financial 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 - III which forms integral part of this report.

POLICY ON DIRECTORSâ APPOINTMENT, REMUNERATION AND INDEPENDENT DIRECTOR

Pursuant to the requirement under Section 134(3) (e) and 178 (3) of the Companies Act, 2013, the brief policy on directors'' Selection, appointment and remuneration is attached as Annexure - IV which forms part of this report and the detailed policy 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 Report which forms integral part of this report.

AUDITORS AND AUDITORâS REPORT STATUTORY AUDITORS

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

M/s S.P Puri & Co,. Chartered Accountants Statutory Auditor and M/s S. C. Vasudeva & Co. , Chartered Accountants have merged to a single entity i.e. 1st April, 2018 with change in name as M/s SCV & Co., Chartered Accountant Consequent to merger M/s S.P. Puri & Co., Chartered Accountant has ceased to exist i.e. 1st April, 2018 and therefore a causal vacancy has arisen in the office of Statutory Auditors which was filled by Board of Director in terms of Section 139 of the Companies Act,, 2013 on April 28, 2018.

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

The Board of Directors of your Company proposes for ratification of their appointment for the financial year 2017-18 and to appoint M/s SCV & Co. LLP, Chartered Accountants, Statutory Auditors of your Company for a period of four years from 2018-19 to 2021-22, who have confirmed their willingness as well. Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate from the proposed Auditors to the effect, inter-alia, that their appointment, if made, would be within the limits laid down by the Act, shall be as per the term provided under the Act and that they are not disqualified for such appointment under the provisions of applicable laws and also that there is no proceeding against them or any of their partners pending with respect to professional matter of conduct. In view of this, members are requested to approve the proposed resolutions in this regard.

AUDITORS'' REPORT

The Auditors'' Report does not contain any qualification, reservation or adverse remarks requiring any comment or explanation from the company. The notes on financial statements referred in the Auditor''s Report are self explanatory.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

SECRETARIAL AUDITORS

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

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

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits in terms of Chapter V of the Companies Act, 2013 and no amount of principal or interest was outstanding in respect of deposits from the public as on the date of balance sheet.

COST AUDIT

Your Company does not have its own production and its facility has been leased out to Apollo Tires Ltd. Under the Companies (Cost Records and Audit) Rules 2014 and further amendment thereto, as prescribed under the new Companies Act, 2013, company''s lease income is not classified under the aforesaid Rules; 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 Tires Ltd. and the Company is not carrying out any manufacturing activity of its own, no information is required to be furnished under section 134 (3) (m) of the Companies Act, 2013. There was no foreign exchange earnings and outflow during the financial year 2017-18.

ADEQUACY OF INTERNAL FINACIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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

The policies and procedures adopted by the company ensures orderly and efficient conduct of the business, including adherence to company''s policies, safeguarding the assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

EXTRACT OF ANNUAL RETURN

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

PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

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

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

ANNUAL PERFORMANCE EVALUATION

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter alia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual directors, including independent Directors.

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

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

The Nomination and Remuneration committee has also carried out evaluation of every director''s performance.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY''S OPERATIONS IN FUTURE

No significant and material orders has been passed by any regulatory authority, court or tribunal which shall impact the going concern status and company''s operations in future.

RISK MANAGEMENT POLICY

Your Company has laid down a comprehensive risk assessment and minimization procedures, which are reviewed by the Audit Committee/ Board periodically.

LEGAL COMPLIANCE REPORTING

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

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

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has formulated policy for prevention of sexual harassment of its women employees in line with âThe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013.

ACKNOWLEDGEMENTS

Your Directors are thankful to the Central Government, State Governments of Kerala, bankers, business partners, stakeholders and employers for their valuable support during the year under review.

For and on behalf of the Board of Directors

Sad/-

Place : Guru gram (ONKAR S KANWAR)

Dated: 10th May, 2018 ^CHAIRMAN

Mar 31, 2017

Dear Members,

The Directors have pleasure in sharing with you the 56^th Annual Report on the business and operations of the Company, along with the audited financial accounts for the financial year ended March 31, 2017.

FINANCIAL RESULTS

(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

OPERATIONS

The turnover of your Company for the year ended March 31, 2017 amounted to Rs. 5213.79 lacs 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 Lease Agreement executed with ATL. After providing for depreciation and tax, net profit for the year under review amounted to Rs. 3061.98 lacs as against Rs. 2423.86 lacs in the previous year.

MATERIAL CHANGES AND COMMITMENTS

Your Directors are proposing to extend the Lease arrangement of Company''s plant at Kalamassary, with Apollo Tyres Ltd till 2030 on the increased Lease rent from Rs.50 Cr. to Rs.60 Cr. per annum on the terms and conditions as may be mutually agreed with Apollo Tyres 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 Life Sciences Ltd (AGLSL) approved by the Kerala High Court and National Company Law Tribunal, New Delhi become operative w.e.f 01^st April 2016, being appointed date in term of the Demerger Scheme. Therefore your company has ceased to be holding company of Artemis Health Sciences Ltd, Artemis Medicare Services Ltd, Artemis Global Life Sciences Ltd (Formerly PTL Projects Ltd) and Athena Eduspark Ltd. w.e.f 01^st April 2016. In view of the above accounts have been prepared on Standalone basis.

In consideration of the demerger of the Medicare and Healthcare Undertaking, AGLSL has issued and allotted equity shares to the shareholders of PTL Enterprises Ltd. in the share entitlement ratio of 1:1 i.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 by each shareholder as on record date of 29 ^th March,2017.

Consequent to the demerger, the existing share capital of AGLSL (held by PTL Enterprises Ltd) has been cancelled. The AGLSL has made necessary application to both BSE (designated stock exchange) and NSE for Listing of Equity Shares.

DIVIDEND

Your Company is regularly paying dividend to shareholders. Your Directors recommend payment of dividend of Rs.1.25 ( One Rupee Twenty Five paisa) per equity share for the FY 2016-17, for your approval. Your Company will have to pay dividend distribution tax amounting to Rs.168.43 lacs, inclusive of surcharge. The total outgo on account of Dividend would be Rs 995.79 Lacs.

The dividend, if approved, shall be payable to the shareholders registered in the books of the Company and the beneficial owners as per details furnished by the depositories, determined with reference to the book closure, from 25^th June 2017 to 5^th July 2017.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to Corporate Governance requirements set out by the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Corporate Governance Report forms part of this Annual Report.

The Certificate on Corporate Governance dated 04^th May, 2017 received from the 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 Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report has been given separately forming part of the Annual Report.

DIRECTORS

During the year, Mr. Sanjay M Kaul IAS , (DIN- 01260911),Special Secretary Industries Government of Kerela, was nominated by the Government of Kerala as a director in place of Mr. P.H. Kurien.

Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, Mr.Sanjay M Kaul , Nominee Director of Govt. of Kerala will retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

Pursuant to the requirement under Section 134(3) (d) of the Companies Act, 2013, with respect to statement on declaration given by independent directors under section 149(6) of the Act, the Board hereby confirms that all the independent directors of the Company have given a declaration and have confirmed that they meet the criterion of independence as provided in the said section 149(6).

Familiarization programme for independent directors was completed by the company during the year 2016-17.

KEY MANAGERIAL PERSONNEL

During the year, there was no change in the office of Key Managerial Personnelâs (KMPs)-

At present, KMP in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are 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 including Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required information with respect to ratio of remuneration of directors, key managerial personnel and employees is set out as Annexure - II which forms part of this report. There were no employees during the year under review, drawing remuneration specified 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 Act, 2013, with respect to Directors'' Responsibility Statement, the Directors confirm:

i) That in the preparation of the annual accounts, for the year ended 31^st March, 2017, the applicable accounting standards have been followed and no material departures have been made from the same;

31.03.2017 and of the profit and loss of the Company for that period;

iv) That they had prepared the annual accounts on a going concern basis; and

v) That they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted various committees of Board such as Audit Committee, Nomination & Remuneration Committee, Stake Holders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee. The details of composition and terms of reference of these committees 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 by the Board of directors.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2016-17, 4 (four) Board meetings were held. For details thereof, refer to the section ''Board of Directors'' - Number of Board Meetings, in Corporate Governance Report which forms integral part of this report.

STATUTORY AUDITORS

M/s. H. N. Mehta Associates, Chartered Accountants, Statutory Auditors of your Company, will retire at the conclusion of the ensuing Annual General Meeting. Since M/s H N Mehta Associates has completed a term of 10 years they would not be eligible for re appointment under the provisions of Section 139 of the Companies Act,2013.

Based on the recommendations of the Audit Committee and as per the provisions of Section 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 five consecutive years i.e. till the conclusion of the sixth consecutive AGM (2022), who have confirmed their willingness as well. Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate dated May, 03, 2017 from the proposed Auditors to the effect, inter-alia, that their appointment, if made, would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such appointment under the provisions of applicable laws and also that there is no proceeding against them or any of their partners pending with respect to professional matter of conduct. This appointment will be subject to approval of the shareholders in the ensuing Annual General Meeting of the Company.

AUDITORS'' REPORT

The Audit Report does not contain any qualification, reservation or adverse remarks requiring 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., Practicing Company Secretaries, were appointed as Secretarial Auditors of the Company for the Financial year 2016-17 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them for the Financial Year 2016-17 in the prescribed form MR- 3 is attached as Annexure - III and forms part of this report.

There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2016-17 which call for any explanation from the Board of Directors.

FIXED DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits during the Financial Year 2016-17 in terms of Chapter V of the Companies Act, 2013 and no amount of principal or interest was outstanding in respect of deposits from the public as on the date of balance sheet.

COST AUDIT

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

ADEQUACY OF INTERNAL FINACIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on 31.03.2017 in the prescribed form MGT.9, pursuant to section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) 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 Act, 2013, the policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, KMP and other employees is attached as Annexure - V which forms part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to the requirement under Section 134(3) (g) of the Companies Act, 2013 the particulars of loans, guarantees or investments under Section 186 of the Act as at end of the 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 SECTION 188(1) OF THE COMPANIES ACT, 2013

The Policy on Related Party Transactions as approved by the Board has been uploaded on the Companyâs Website at www. ptlenterprise.com. Pursuant to the requirement under Section 134(3) (h) of the Companies Act, 2013, the particulars of contracts or arrangements with related parties referred to in section 188(1) of the Act, are attached as Annexure - VII which forms part of this report.

DISCLOSURE ON VIGIL MECHANISM

FORMAL ANNUAL EVALUATION

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter alia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual directors, including independent Directors.

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

The Nomination and Remuneration committee has also carried out evaluation of every director''s performance.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY''S OPERATIONS IN FUTURE

No significant and material orders has been passed by any regulatory authority, court or tribunal which shall impact the going concern status and company''s operations in future.

CORPORATE SOCIAL RESPONSIBILITIES (CSR) INITIATIVES

Your company has constituted a CSR Committee which functions under direct supervision of 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 Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company which had been approved by the Board. The CSR policy, may be accessed on the company''s website at any time www.ptlenterprise.com . During the Financial Year under review your company has spent Rs. 108.56 Cr. on its CSR activities, which includes amount to 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 the Annual Report on CSR activities for FY 2016-17 which annexed and form part of this Report as Annexure .

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

RISK MANAGEMENT POLICY

Your Company has laid down a comprehensive risk assessment and minimization procedures, which are reviewed by the Audit Committee/ Board periodically.

LEGAL COMPLIANCE REPORTING

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a formal policy for prevention of sexual harassment of 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 the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

Your Directors record their appreciation for continued support received from the Central Government, State Governments of Kerala and Haryana. We also thank our bankers, business partners, stakeholders and employers for their co-operation during the year under review.

For and on behalf of the Board of Directors

Place : Gurgaon (ONKAR S KANWAR)

Dated : 4^th May, 2017 CHAIRMAN

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 54th Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended March 31, 2015.

FINANCIAL RESULTS

(Rs. in lacs)

Particulars Year ended Year ended 31.03.2015 31.03.2014

Total Revenue 4,153.37 4,114.22

Profit Before Depreciation 2,415.69 2,746.71

Depreciation 92.11 60.09

Profit Before Tax 2,323.58 2,686.62

Provision for Tax - Current 986.71 949.61

Provision for Tax-Deferred (167.86) (24.56)

Net Profit after Tax 1,504.73 1,761.57

Balance brought forward from previous year 5,248.95 4,461.76

Profit Available for Appropriation 6,753.68 6,223.33

Appropriations

Dividend to Equity Shareholders 661.89 661.89

Dividend Tax 134.74 112.49

Transfer to General Reserve 200.00 200.00

Balance Carried Forward 5757.05 5,248.95

OPERATIONS

The gross total income of your Company for the year ended March 31, 2015 amounted to Rs. 4,153.37 lacs as against Rs. 4,114.22 lacs during the previous year. It includes lease rental of Rs. 4,000 lacs received from Apollo Tyres Ltd. (ATL), in accordance with the terms of the Lease Agreement executed with ATL. After providing for depreciation and tax, net profit amounted to Rs. 1,504.73 lacs as against Rs. 1,761.57 lacs in the previous year.

During the year under review, the gross revenue of the subsidiary company Artemis Medicare Services Ltd. increased to Rs. 37,085.80 lacs as compared to Rs. 26,257.04 lacs in the previous year.

Consolidated Turnover grew by 35.57% to Rs. 41,464.11 lacs as compared to Rs. 30,585.39 lacs in the previous year. Net Profit after Tax and after Minority Interest for the year is Rs. 3,352.56 lacs which is higher by 38.18% as compared to Rs. 2,426.18 lacs in the previous year.

DIVIDEND

Your Directors recommend dividend of Rs. 1 /- per equity share for the FY 2014-15, for your approval. There will be no tax deduction at source on dividend payments, but your Company will have to pay dividend distribution tax amounting to Rs. 134.74 lacs, inclusive of surcharge.

The dividend, if approved, shall be payable to the shareholders registered in the books of the Company and the beneficial owners as per details furnished by the depositories, determined with reference to the book closure.

COMPLIANCE

The Certificate dated May 12, 2015 obtained from the statutory auditors, M/s. H. N. Mehta Associates, forms part of this Annual Report and the same is enclosed as Annexure I.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by clause 49 of the Listing Agreement with the Stock Exchanges, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.

SUBSIDIARIES

Pursuant to Section 129 (3) of the Companies Act, 2013 and Accounting Standard- 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries.

Further, a separate statement containing the salient features of the financial statements of subsidiaries of the company in the prescribed form AOC-I has been disclosed in the Consolidated Financial Statements.

In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separate audited accounts of the subsidiary companies on its website at www.ptlenterprise.com. The Company will make available physical copies of these documents upon request by any shareholder of the Company/ subsidiary interested in obtaining the same. These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of ensuing Annual General Meeting.

Report on the performance and financial position of Subsidiary Companies..

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on performance and financial position of the subsidiary companies included in the consolidated financial statement is presented as under:

SI. Name of the Subsidiary Report No. Subsidiary

1 Artemis Health Subsidiary AHSL is the holding Sciences company of AMSL. It is Limited (AHSL) engaged in healthcare business through its subsidiary AMSL.

2 Artemis Medicare Step -Subsidiary AMSL is running a Services Limited super specialty hospital with 300 bedded category (AMSL)in Gurgaon.

3 PTL Projects Subsidiary PPL is the holding Limited(PPL) company of AEL.

4 Athena Eduspark Step -Subsidiary AEL is providing Limited(AEL) trained manpower to the educational institutions.

The performance and financial position of subsidiary companies included in the consolidated financial statement can also be referred to in form AOC-I which has been disclosed in the Consolidated Financial Statements..

FIXED DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits during the FY 2014-15 in terms of Chapter V of the Companies Act, 2013 and no amount of principal or interest was outstanding in respect of deposits from the public as on the date of balance sheet.

COST AUDIT

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

DIRECTORS

During the year, Mr K Jacob Thomas(DIN-00015603), Ms. Pallavi Shroff (DIN-00013580) and Mr U S Anand (DIN-02055913) were appointed as the Independent Directors w.e.f. 22.09.2014 for a period of 5 years i.e., up to 21.09.2019.

Ms Pallavi Shroff had resigned from the Directorship of the Company w.e.f. 13.10.2014 owing to her inability to devote sufficient time to perform her duties as a Board member on account of her various professional commitments.

Mr. K. Jacob Thomas had resigned from the Directorship of the Company w.e.f. 06.05.2015 due to his personal reasons. The Board also placed on record its appreciation for the services rendered by Mr. K. Jacob Thomas, during the tenure of his directorship.

The Board of Directors in their meeting held on 06.02.2015 has appointed Mr B K Singh (DIN-05329739) and Ms Shivi Mohan Rastogi (DIN-01619307), as the additional Independent Directors of the Company, within the meaning of Section 149 and 152 of the Companies Act, 2013 read with Schedule IV attached thereto and Rules made there under, not subject to retirement by rotation.

The Company has also received the notice in writing from the members proposing the appointment of ; Mr B K Singh & Ms Shivi Mohan Rastogi for the office of director along with a deposit of Rupees One Lac each.

Pursuant to Sections 149,152 and other applicable provisions, if any, of the Companies Act, 2013, one- third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every annual general meeting. Consequently, Mr Harish Bahadur, Director will retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

The brief resume of the Directors being appointed/ re-appointed, the nature of their expertise in specific functional areas, names of companies in which they have held directorships, committee memberships/ chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Pursuant to the requirement under Section 134(3) (d) of the Companies Act, 2013, with respect to statement on declaration given by independent directors under section 149(6) of the Act, the Board hereby confirms that all the independent directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said section 149(7).

KEY MANAGERIAL PERSONNEL

During the year, following are the changes in the office of KMPs -

Name Change Date Designation

Mr C Thomas Matthew Resignation 24.07.2014 Manager

Mr Balakrishnan G Appointment 25.07.2014 Manager

Mr K Jacob Koshy Resignation 24.07.2014 CFO

Mr V M Anil Kumar Appointment 25.07.2014 CFO

Mr V M Anil Kumar Resignation 05.02.2015 CFO

Mr Amit Gautam Appointment 06.02.2015 CFO

Ms Seema Thapar Resignation 06.02.2015 CS

Mr Pradeep Kumar Appointment 06.02.2015 CS

At present, the Key managerial personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are 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 including Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required information with respect to ratio of remuneration of directors, key managerial personnel and employees is set out as Annexure - II which forms part of this report. There were no employees during the year under review, drawing remuneration specified 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 Act, 2013, with respect to Director''s Responsibility Statement, the Directors confirm:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii) That they had selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, and of the profit and loss of the Company for that period;

iii) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That they had prepared the annual accounts on a going concern basis; and

v) That they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS

M/s H N Mehta Associates, Chartered Accountants, Statutory Auditors of your Company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment as Statutory Auditors for the FY 2015-2016.

Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate dated 24th April, 2015 from the Auditors to the effect, inter-alia, that their re-appointment, if made, would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such re-appointment under the provisions of applicable laws and also that there is no proceeding against them or any of their partners pending with respect to professional matter of conduct.

Based on the recommendations of the Audit Committee and as per the provisions of Section 139 (1), the Board of Directors of your Company proposes to ratify the appointment of Mr H N Mehta Associates, : Chartered Accountants, Statutory Auditors of your Company for FY16.

AUDITORS'' REPORT

The observations of the Auditors (including any qualification, reservation, adverse remark or disclaimer) together with the notes to accounts referred to in the Auditors'' Report, are self-explanatory and do not call for any further explanation from the Directors.

COMMITTEES OF BOARD

Pursuant to requirement under Companies Act, 2013 and Listing Agreement, the Board of Directors has constituted various committees of Board such as Audit Committee, Nomination & Remuneration Committee, Stake holders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee. The details of composition and terms of reference of these committees are mentioned in the Corporate Governance Report.

SECRETARIAL AUDITORS AND THEIR REPORT

M/s PI & Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the Financial year 2014-15 pursuant to Section 204 of the Companies Act, 2015. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as Annexure - III and forms part of this report.

There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2014-15 which call for any explanation from the Board of Directors.

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 is not carrying out any manufacturing activity of its own, no information is required to be furnished under section 134 (3) (m) of the Companies Act, 2013.

ADEQUACY OF INTERNAL FINACIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The policies and procedures adopted by the company ensures orderly and efficient conduct of the busi- ness, including adherence to company''s policies, safeguarding the assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reli- able financial information.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on 31.03.2015 in the prescribed form MGT.9, pursuant to section 92(3) of the Companies Act, 2015 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as Annexure - IV and forms part of this Report.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2014-15, 5 (five) Board meetings were held. For details thereof kindly refer to the section ''Board of Directors- Number of Board Meetings, in Corporate Governance Report.

POLICY ON DIRECTORS'' APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3) (e) and 178 (3) of the Companies Act, 2013, the policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, KMP and other employees is attached as Annexure - V which forms part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to the requirement under Section 134(3) (g) of the Companies Act, 2013 the particulars of loans, guarantees or investments under Section 186 of the Act as at end of the Financial Year 2014-15 are attached as Annexure - VI which forms part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

Pursuant to the requirement under Section 134(3) (h) of the Companies Act, 2013, the particulars of contracts or arrangements with related parties referred to in section 188(1) of the Act, are attached as Annexure - VII which forms part of this report.

DISCLOSURE ON COMPOSITION OF AUDIT COMMITTEE & NON ACCEPTANCE OF ITS RECOMMENDATION

Pursuant to Section 177(8) of the Companies Act, 2013 the composition of Audit Committee of the Company as on 31.03.2015 was as under:-

Name of the Member Category Status

Mr K Jacob Thomas Independent Director Chairman

Mr U S Anand Independent Director Member

Mr Neeraj Kanwar Non - Independent Director Member

There was no instance when the recommendation of Audit Committee was not accepted by the Board of directors.

DISCLOSURE ON VIGIL MECHANISM

The Company has established a vigil mechanism through which directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct without fear of reprisal. Further information on the subject can be referred to in section ''Disclosures'' - Whistle-Blower Policy / Vigil Mechanism of the Corporate Governance Report.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter alia, the criteria for performance evaluation of the entire Board of theCompany, its committees and individual directors, including independent directors.

A structured questionnaire has been prepared, covering various aspects of the functioning of the board and its Committee, such as adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board''s focus, regulatory compliances and corporate governance, etc. Similarly, for evaluation of individual director''s performance, the questionnaire covers various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

Board members had submitted their response on a scale of 5 (Exceptionally Good) -1 (Unacceptable) for evaluating the entire Board, respective committees of which they are members and of their peer Board members, including Chairman of the Board.

The independent directors had met separately without the presence of Non-Independent directors and the members of management and discussed, inter alia, the performance of Non-Independent directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.

The Nomination and Remuneration committee has also carried out evaluation of every director''s performance.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the director being evaluated. On the basis of the performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

The Directors expressed their satisfaction with the evaluation process.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY''S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and company''s operations in future.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED ON CORPORATE SOCIAL RESPONSIBILITIES (CSR) INITIATIVES

The Company has in place a CSR policy in line with schedule VII of the Companies Act, 2013. As per the policy the CSR activities are focused not just around the plants and offices of the company, but also in other geographies based on the needs of the communities. Following are the CSR projects -

1. Specialised gynaecology camp 7th Ward of Kalamassery Municipality

2. World AIDS day celebration activity

3. Skill building and livelihood generation programme for women -Kalamassery

4. Biodiversity enhancement project

5. Organic Farming

6. Study on the employees of the grading centre & the tappers in three rubber grading centres in Pathanad, Aimkombu & Vazhoor regions

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

DEVELOPMENT AND IMPLEMENTATION OFRISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Audit Committee/ Board periodically. During the year, as per the requirements of Listing agreement with the stock exchanges, a Risk Management Committee was constituted by the Board of directors on 02.05.2014 with responsibility of preparation of Risk Management Plan and, reviewing and monitoring the same on regular basis, to identify and review critical risks on regular basis, to update Risk Register on quarterly basis, to report key changes in critical risks to the Board on ongoing basis, to report critical risks to Audit Committee in detail on yearly basis and such other functions as may be prescribed by the Board.

LEGAL COMPLIANCE REPORTING

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

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a formal policy for prevention of sexual harassment of 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 the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for assistance received from the Central Government, State Governments of Kerala and Haryana, bankers, consumers, business partners and stakeholders for their valuable support and patronage during the year under review. The Board further wishes to extend its appreciation of the contributions made by employees towards growth of the business.

For and on behalf of the Board of Directors

Place: Gurgaon (ONKAR S KANWAR) Dated: May 12, 2015 CHAIRMAN

Mar 31, 2014

Dear Member,

The Directors take pleasure in presenting the Annual Report and Audited Accounts of your Company for the financial year ended March 31, 2014.

FINANCIAL RESULTS Year Ended (Rs./lacs) 31.03.2014 31.03.2013

Total Revenue 4,114.22 4,248.74

Profit Before Depreciation 2,746.71 2,552.27 * Depreciation 60.09 50.99

Profit Before Tax 2,686.62 2,501.28 * Provision for Tax - Current 949.61 804.19 * Provision for Tax - Deferred (24.56) 8.95

Net Profit After Tax 1,761.57 1,688.14

Balance brought forward from Previous Year 4,461.76 3,748.00

Profit Available for Appropriations 6,223.33 5,436.14

Appropriations * Dividend to Equity Shareholders 661.89 661.89 * Dividend Tax 112.49 112.49 * Transfer to General Reserve 200.00 200.00

Balance Carried Forward 5,248.95 4,461.76

OPERATIONS

The gross total income of your Company for the year ended March 31, 2014 amounted to Rs. 4,114.22 lacs as against Rs. 4,248.74 lacs during the previous year. It includes lease rental of Rs. 4,000 lacs received from Apollo Tyres Ltd. (ATL), in accordance with the terms of the Lease Agreement executed with ATL. After providing for depreciation and tax, net profit amounted to Rs. 1,761.57 lacs as against Rs. 1,688.14 lacs in the previous year.

During the year under review, the gross revenue of the subsidiary company Artemis Medicare Services Ltd. increased to Rs. 26,257.04 lacs as compared to Rs. 21,930.53 lacs in the previous year.

DIVIDEND

Your Directors recommend dividend of Rs. 1 per equity share for the FY14, for your approval. There will be no tax deduction at source on dividend payments, but your Company will have to pay dividend distribution tax amounting to Rs. 112.49 lacs, inclusive of surcharge.

The dividend, if approved, shall be payable to the shareholders registered in the books of the Company and the beneficial owners as per details furnished by the depositories, determined with reference to the book closure.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by clause 49 of the Listing Agreement with the Stock Exchanges, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

SUBSIDIARY COMPANIES

As on March 31, 2014, your Company had 4 subsidiaries including indirect subsidiaries.

As per the provisions of section 212 of the Companies Act, 1956 your Company is required to attach the Directors'' Report, Balance Sheet, Profit & Loss Account and other information of the subsidiary companies to its Balance Sheet. However, the Ministry of Corporate Affairs, Government of India has, vide its General Circular No. 2 and 3 dated February 8, 2011 and February 21, 2011 respectively, granted a general exemption from compliance with section 212(8) of the Companies Act, 1956 from attaching the Annual Accounts of subsidiaries in the annual published accounts of the Company subject to fulfillment of conditions stipulated in the said circulars. Your Company meets all the conditions stated in the aforesaid circular and therefore the standalone financial statements of each subsidiary are not annexed with the Annual Report for the financial year ended March 31, 2014.

The consolidated financial statements of the Company and its subsidiaries are attached in the Annual Report. A statement containing brief financial details of all the subsidiaries of the Company for the year ended March 31, 2014 forms part of the Annual Report. As required, pursuant to the provisions of section 212 of the Companies Act, 1956, a statement of the holding Company''s interest in the subsidiary companies forms part of the Annual Report. The annual accounts of the subsidiary companies will be made available to shareholders on request and will also be kept for inspection by any shareholder at the Registered Office of your Company, and its subsidiaries.

FIXED DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public pursuant to the provisions of section 58A of the Companies Act, 1956 and no amount of principal or interest was outstanding in respect of deposits from the public as on the date of balance sheet.

COST AUDIT

Your Company has made an application to the Central Government for availing exemption from the requirements of cost audit as your Company does not have its own production and its facility has been leased out to Apollo Tyres Ltd.

AUDITORS

M/s. H N Mehta Associates, Chartered Accountants, Statutory Auditors of your Company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment as Statutory Auditors for the FY15.

AUDITORS'' REPORT

The comments on the statement of accounts referred to in the Report of the Auditors are self explanatory.

BOARD OF DIRECTORS

The Government of Kerala withdrew the nomination of Dr V P Joy w.e.f. November 11, 2013 and nominated Mr P H Kurian in place of Mr K S Srinivas on the Board of the Company w.e.f. December 05, 2013. The Board places on record its appreciation for the contribution made by Dr V P Joy and Mr K S Srinivas during their tenure of directorship.

Pursuant to the provisions of section 152 of the Companies Act, 2013 and in accordance with the provisions of Articles of Association of the Company, Mr U S Oberoi, Director of the Company, is liable to retire be rotation and being eligible, offers himself for re-appointment.

None of the Directors are disqualified under section 164 (2) of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS 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 information is required to be furnished under section 217 (1) (e) of the Companies Act, 1956.

REPORT ON CORPORATE GOVERNANCE

The company is committed to adopting and adhering to the best corporate governance practices. The compliance report on Corporate Governance and a certificate from M/s. H N Mehta Associates, Chartered Accountants, Statutory Auditors of the Company, regarding compliance of the conditions of Corporate Governance, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, is attached herewith as Annexure- A and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

There were no employees during the year under review, drawing remuneration specified under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975. As such, no particulars are required to be furnished.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms that:

i) in preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed and there has been no material departure;

ii) the selected accounting policies were applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2014 and of the profit of the Company for the year ended as on date;

iii) appropriate care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the annual accounts have been prepared on a ''going concern'' basis.

Your Directors place on record their appreciation for assistance received from the Central Government, State Governments of Kerala and Haryana, bankers, consumers, business partners and stakeholders for their valuable support and patronage during the year under review. The Board further wishes to extend its appreciation of the contributions made by employees towards growth of the business.

For and on behalf of the Board of Directors

Place: Gurgaon (ONKAR S KANWAR) Dated: May 02, 2014 CHAIRMAN

Mar 31, 2013

Dear Member,

The Directors take pleasure in presenting the Annual Report and Audited Accounts of your Company for the financial year ended March 31, 2013.

FINANCIAL RESULTS Year Ended (Rs./lacs)

31.03.2013 31.03.20.12

Total Revenue 4,248.74 4,077.14

Profit Before Depreciation 2,552.27 2,671.55

- Depreciation 50.99 15.95

Profit Before Tax 2,501.28 2,655.60

- Provision for Tax-Current 804.19 874.53

- Provision for Tax - Deferred 8.95 31.73

Net Profit After Tax 1,688.14 1,749.34

Balance brought forward from Previous Year 3,748.00 2,967.93

Profit Available for Appropriations 5,436.14 4,717,27

Appropriations

- Dividend to Equity Shareholders 661.89 661.89

-Dividend Tax 112.49 107.38

- Transfer to General Reserve 200.00 200.00

Balance Carried Forward 4,461.76 3,748.00

OPERATIONS

The gross total income of your Company for the year ended March 31, 2013 amounted to Rs.4248.74 lacs as against Rs. 4077.14 lacs during the previous year. It includes lease rental of Rs.4000 lacs received from Apollo Tyres Ltd. (ATL), in accordance with the terms of the Lease Agreement executed with ATL. After providing for depreciation and tax, net profit amounted to Rs.1688.14 lacs as against Rs. 1749.34 lacs in the previous year.

HEALTHCARE

During the year under review, the gross revenue of your super-specialty hospital in Gurgaon by the name of "Artemis Health Institute" owned by subsidiary company "Artemis Medicare Services Ltd" increased to Rs. 21,930.53 lacs as compared to Rs. 19,128.77 lacs in the previous year, registering an impressive growth of 14.65 %. Cash profit stood at Rs. 976.61 lacs against previous year cash profit of Rs. 901.47 lacs. The profit after tax for the year was Rs. 37.27 lacs against a profit after tax of Rs. 19.02 lacs of the previous year.

Your Directors feel proud that Artemis Health Institute has successfully received accreditation from the Joint Commission International (JCI) & National Accreditation Board for Testing and Calibration Laboratories (NABL) during the year and also received re-accreditation from National Accreditation Board for Hospitals (NABH). Also, Artemis Health Institute has also been awarded as ''Best Super Specialty Hospital in Gurgaon'' for the year 2012 by Big Research group.

Your directors are confident of scaling new heights in the healthcare operations of the Company in the coming years.

DIVIDEND

Your Directors recommend dividend of Rs.1.00 per equity share for the FY13, for your approval. There will be no tax deduction at source on dividend payments, but your Company will have to pay dividend distribution tax amounting to Rs.112.49 lacs inclusive of surcharge.

The Dividend, if approved, shall be payable to the shareholders registered in the books of the Company and the beneficial owners as per details furnished by the depositories, determined with reference to the book closure from July 22, 2013 to August 6, 2013 (both days inclusive).

EXPANSION/DIVERSIFICATION/FUTURE OUTLOOK

During the year under review, a new 47 bedded Hospital unit in the name and style of "Artemis Hospital" at Dwarka, New Delhi have commenced operations in September 2012. The hospital has advanced clinical programmes and provides super-specialized care in Cardiology, Orthopaedics, Mother & child care, Endocrinology and Pulmonology. It offers 24 hour emergency services, diagnostic services and critical care units.

Your Directors are confident that their market strategy will yield favorable growth and that ''Brand Artemis'' shall remain a most trusted Brand in the healthcare sector not only in Gurgaon but globally as one of the most preferred medical tourism destination in India.

India has emerged as a strong potential market for investments in training and education sector, due to its favourable demographics (young population) and being a services-driven economy. With a view to be a part of this sunrise sector, during the year under review PTL Projects Ltd., a wholly owned subsidiary of the Company, has acquired 100% shareholding in Athena Eduspark Ltd. for expanding its activities into medical, management, professional and technical education etc.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

SUBSIDIARY COMPANIES

Driven by prudent operational stratagem and aimed at facilitating ease of functioning, your Company has put in place a network of subsidiaries. As on March 31, 2013, your Company had 4 subsidiaries including indirect subsidiaries.

As per the provisions of Section 212 of the Companies Act, 1956 (Act) your Company is required to attach the Directors'' Report, Balance Sheet, Profit & Loss Account and other information of the subsidiary companies to its Balance Sheet. However, the Ministry of Corporate Affairs, Government of India has, vide its General Circular No. 2 and 3 dated February 8, 2011 and February 21, 2011 respectively, granted a general exemption from compliance with section 212(8) of the Companies Act 1956, from attaching the Annual Accounts of subsidiaries in the annual published accounts of the Company subject to fulfillment of conditions stipulated in the said circulars. Your Company meets all the conditions stated in the aforesaid circular and therefore the standalone financial statements of each subsidiary are not annexed with the Annual Report for the financial year ended March 31, 2013.

The consolidated financial statements of the Company and its subsidiaries are attached in the Annual Report. A statement containing brief financial details of all the subsidiaries of the Company for the year ended March 31, 2013 forms part of the Annual Report. As required, pursuant to the provisions of Section 212 of the Act, a statement of the holding Company''s interest in the subsidiary companies forms part of the Annual Report. The annual accounts of the subsidiary companies will be made available to shareholders on request and will also be kept for inspection by any shareholder at the Registered Office and Corporate Headquarters of your Company, and its subsidiaries.

FIXED DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public pursuant to the provisions of Section 58A of the Companies Act 1956, and no amount of principal or interest was outstanding in respect of deposits from the public as on the date of balance sheet.

COST AUDIT

Your Company has made an application to the Central Government for availing exemption from the requirements of cost audit as your Company does not have its own production and its facility has been leased out to Apollo Tyres Ltd.

AUDITORS

M/s. H. N. Mehta Associates, Chartered Accountants, Statutory Auditors of your Company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as Statutory Auditors for the FY14.

AUDITORS'' REPORT

The comments on the statement of accounts referred to in the Report of the Auditors are self explanatory.

BOARD OF DIRECTORS

The Government of Kerala nominated Mr.K.S. Srinivas in place of Mr. Alkesh Kumar Sharma on the Board of the Company w.e.f. February 6, 2013. The Board places on record its appreciation for the contribution made by Mr. Alkesh Kumar Sharma during the tenure of his Directorship.

Mr. U.S. Anand and Mr, K. Jacob Thomas, Directors will retire by rotation at the forthcoming annual general meeting and being eligible, offer themselves for re-appointment. The brief resumes of the Directors who are to be re-appointed, the nature of their expertise in specific functional areas, names of companies in which they hold directorships, committee memberships/chairmanships, their shareholding, etc. are furnished as part of the notice of the ensuing annual general meeting.

None of the Directors are disqualified under Section 274 (1) (g) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS 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 information is required to be furnished under Section 217 (1) (e) of the Companies Act, 1956.

REPORT ON CORPORATE GOVERNANCE

The Company is committed to adopting and adhering to the best corporate governance practices. The compliance report on Corporate Governance and a certificate from M/s. H. N. Mehta Associates, Chartered Accountants, Statutory Auditors of the Company, regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached herewith as Annexure- A and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

There were no employees during the year under review, drawing remuneration specified under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975. As such, no particulars are required to be furnished.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms that:

i) in preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed and there has been no material departure;

ii) the selected accounting policies were applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2013 and of the profit of the Company for the year ended as on date;

iii) appropriate care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the annual accounts have been prepared on a''going concern''basis.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for assistance received from the Central Government, State Governments of Kerala and Haryana, bankers, consumers, business partners and stakeholders for their valuable support and patronage during the year under review. The Board further wishes to extend its appreciation of the contributions made by employees towards growth of the business.

For and on behalf of the Board of Directors

Place: Gurgaon (ONKAR S. KANWAR)

Dated: May 10, 2013 CHAIRMAN

Mar 31, 2012

The Directors take pleasure in presenting the Annual Report and Audited Accounts of your Company for the financial year ended March 31, 2012.

FINANCIAL RESULTS Year Ended (Rs./lacs)

31.03.2012 31.03.2011

Total Revenue 4,077.14 4,266.17

Profit Before Depreciation 2,671.55 2,992.09

- Depreciation 15.95 13.72

Profit Before Tax 2,655.60 2,978.37

- Provision for Tax - Current 874.53 1,099.50

- Provision for Tax - Deferred 31.73 (104.83)

Net Profit After Tax 1,749.34 1,983.70

Extra Ordinary Items - -

Net Profit After Extra Ordinary Items 1,749.34 1,983.70

Balance brought forward from Previous Year 2,967.93 1,953.50

Profit Available for Appropriations 4,717.27 3,937.20 Appropriations

- Dividend to Equity Shareholders 661.89 661.89

- Dividend Tax 107.38 107.38

- Transfer to General Reserve 200.00 200.00

Balance Carried Forward 3,748.00 2,967.93

OPERATIONS

The gross total income of your Company for the year ended March 31, 2012 amounted to Rs.4,077.14 lacs as against Rs.4,266.17 lacs during the previous year. It includes lease rental of Rs.4,000 lacs received from Apollo Tyres Ltd. (ATL), in accordance with the terms of the Lease Agreement executed with ATL. After providing for depreciation and tax, net profit amounted to Rs.1,749.34 lacs as against Rs.1,983.70 lacs in the previous year.

DIVIDEND

Your directors recommend dividend of Rs. 1.00 per equity share for the FY12, for your approval. There will be no tax deduction at source on dividend payments, but your Company will have to pay dividend distribution tax amounting to Rs. 107.38 lacs inclusive of surcharge.

The dividend, if approved, shall be payable to the shareholders registered in the books of the Company and the beneficial owners as per details furnished by the depositories, determined with reference to the book closure from August 1, 2012 to August 8, 2012 (both days inclusive).

EXPANSION/DIVERSIFICATION/FUTURE OUTLOOK

During the year under review, your super-specialty hospital in Gurgaon, by the name of Artemis Health Institute, owned by subsidiary company-Artemis Medicare Services Ltd., continued to scale new heights in terms of service excellence and customer satisfaction. Your healthcare operations remained smooth during the year under review. All efforts were made by the facility to provide super-specialty services, of international standards, primarily related to cancer, cardiology, orthopedics, renal transplant, endoscopy and in-vitro fertilization. It continues to serve several national and international patients in varied segments.

Artemis is in the process to expand and set up an approximate 50 bedded hospital at New Delhi enabling the Company's healthcare operations to raise its total bed strength to approximate 350 beds.Artemis also intends to launch its "Bone Marrow Transplant Centre during the current financial year and shall aim to enhance its customer base manifold in all segments of super-specialty healthcare needs.

Your directors are confident that the market strategy of Artemis will yield favorable growth by creating a niche "Artemis Brand' in the coming years. Your Company looks forward to a sustained healthy growth by nurturing long term committed relationship with the doctors, staff while ensuring good clinical outcomes coupled with customer delight and greater satisfaction.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

SUBSIDIARY COMPANIES

Driven by prudent operational stratagem and aimed at facilitating ease of functioning, your Company has put in place a network of subsidiaries. As on March 31, 2012, your Company had 3 subsidiaries including an indirect subsidiary.

As per the provisions of Section 212 of the Companies Act 1956, your Company is required to attach the Directors' Report, Balance Sheet, Profit & Loss Account and other information of the subsidiary companies to its Balance Sheet. However, the Ministry of Corporate Affairs, Government of India has, vide its General Circular No. 2 and 3 dated February 8, 2011 and February 21, 2011 respectively, granted a general exemption from compliance with section 212(8) of the Companies Act 1956, from attaching the Annual Accounts of subsidiaries in the annual published accounts of the Company subject to fulfillment of conditions stipulated in the said circulars. Your Company meets all the conditions stated in the aforesaid circulars and therefore the standalone financial statements of each subsidiary are not annexed with the Annual Report for the financial year ended March 31, 2012.

The consolidated financial statements of the Company and its subsidiaries are attached in the Annual Report. A statement containing brief financial details of all the subsidiaries of the Company for the year ended March 31, 2012 forms part of the Annual Report. As required, pursuant to the provisions of Section 212 of the Companies Act 1956, a statement of the holding Company's interest in the subsidiary companies forms part of the Annual Report. The annual accounts of the subsidiary companies will be made available to shareholders on request and will also be kept for inspection by any shareholder at the Registered Office and Corporate Headquarters of your Company, and its subsidiaries.

FIXED DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public pursuant to the provisions of Section 58A of the Companies Act 1956 and no amount of principal or interest was outstanding in respect of deposits from the public as on the date of balance sheet.

COST AUDIT

Your Company has made an application to the Central Government for availing exemption from the requirements of cost audit as your Company does not have its own production and its facility has been leased out to Apollo Tyres Ltd.

AUDITORS

M/s. H. N. Mehta Associates, Chartered Accountants, Statutory Auditors of your Company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment as Statutory Auditors for the FY13.

AUDITORS REPORT

The comments on the statement of accounts referred to in the Report of the Auditors are self explanatory.

BOARD OF DIRECTORS

The Government of Kerala nominated Mr. Alkesh Kumar Sharma and Mr. V.P. Joy in place of Mr. T. Balakrishnan and Dr. A. K. Dubey respectively on the Board of the Company w.e.f. February 9, 2012. The Board places on record its appreciation for the contribution made by Mr. T. Balakrishnan and Dr. A. K. Dubey during their tenure of Directorship.

Mr.Neeraj Kanwar and Mr. Harish Bahadur, Directors will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The brief resumes of the Directors who are to be re-appointed, the nature of their expertise in specific functional areas, names of companies in which they hold directorships, committee memberships/chairmanships, their shareholding, etc. are furnished as part of the notice of the ensuing Annual General Meeting.

None of the Directors are disqualified under Section 274 (1) (g) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS 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 information is required to be furnished under Section 217 (1) (e) of the Companies Act, 1956.

REPORT ON CORPORATE GOVERNANCE

The Company is committed to adopting and adhering to the best corporate governance practices. The compliance report on Corporate Governance and a certificate from M/s. H. N. Mehta Associates, Chartered Accountants, Statutory Auditors of the Company, regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached herewith and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

There were no employees during the year under review, drawing remuneration specified under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975. As such, no particulars are required to be furnished.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms that:

i) in preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed and there has been no material departure;

ii) the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2012 and of the profit of the Company for the year ended as on date;

iii) appropriate care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the annual accounts have been prepared on a 'going concern' basis.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for assistance received from the Central Government, State Governments of Kerala and Haryana, bankers, consumers, business partners and stakeholders for their valuable support and patronage during the year under review. The Board further wishes to extend its appreciation of the contributions made by employees towards growth of the business.

For and on behalf of the Board of Directors

Place: Gurgaon (ONKAR S. KANWAR)

Dated: May 10, 2012 CHAIRMAN

Mar 31, 2011

The Directors take pleasure in presenting the Annual Report and Audited Accounts of your Company for the financial year ended March 31, 2011.

FINANCIAL RESULTS Year Ended (Rs./lacs)

31.03.2011 31.03.2010

Other income 4266.17 2727.68

Profit before Depreciation 2992.09 1915.40

- Depreciation 13.72 14.64 Profit before tax 2978.37 1900.76

- Provision for Tax - Current 1099.50 668.90

- Provision for Tax - Deferred (104.83) (10.49)

- Provision for Fringe Benefit Tax - -

Net Profit after Tax 1983.70 1242.35

- Extra Ordinary Items - (945.69)

Net Profit after Extra Ordinary Items 1983.70 296.66

Balance brought forward from Previous Year 1953.50 2242.74

Profit available for appropriations 3937.20 2539.40

Appropriations :-

- Dividend to Equity shareholders 661.89 330.94

- Dividend tax 107.38 54.96

- Transfer to General Reserve 200.00 200.00

Balance carried forward 2967.93 1953.50

OPERATIONS

Your Directors are pleased to report that gross income for the year ended 31st March, 2011 amounted to Rs.4266.17 lacs as against Rs.2727.68 lacs during the previous year, registering an increase of 56.40%. It includes lease rental of Rs.4000 lacs received from Apollo Tyres Ltd. (ATL), in accordance with the terms of the Lease Agreement executed with ATL. After providing for depreciation and tax, net profit amounted to Rs.1983.70 lacs as against Rs.1242.35 lacs in the previous year, recording an increase of Rs.59.67%. The net profit, after providing for extra ordinary items, amounted to Rs.1983.70 lacs, as against Rs.296.66 lacs in the previous year.

DIVIDEND

Your directors recommend dividend of Rs.1/- per equity share for the financial year 2010-11, for your approval. There will be no tax deduction at source on dividend payments, but your company will have to pay dividend distribution tax amounting to Rs.107.38 lacs inclusive of surcharge.

The dividend, if approved, shall be payable to the shareholders registered in the books of the company and the beneficial owners as per details furnished by the depositories, determined with reference to the book closure from July 28, 2011 to August 10, 2011 (both days inclusive).

EXPANSION/DIVERSIFICATION/FUTURE OUTLOOK

During the year under review, your super-specialty hospital in Gurgaon by the name of "Artemis Health Institute" owned by subsidiary Company "Artemis Medicare Services Ltd." continued to scale new heights in terms of service excellence and customer satisfaction. Your healthcare operations remained smooth during the year under review. All efforts were made by the facility to provide super-specialty services of international standards primarily related to cancer, cardiology, orthopedics, renal transplant, endoscopy and in-vitro fertilisation. It continues to serve several national and international patients in varied segments.

Your hospital is aiming for empanelment with Central Government for serving their employees under its scheme called "CGHS". During the year under review, your hospital empanelled with prestigious PSUs, Corporates and State Governments. Artemis also plans to enhance its capacity from 260 beds to 300 beds within the same premises by rearranging the office space.

Your Directors are also optimistic about the future growth. As part of its expansion and diversification plans, the Company is considering various proposals involving new business as an when such opportunities arise. You shall be informed on the progress on these activities from time to time.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

SUBSIDIARY COMPANIES

During the year under review, 3 of your Companys wholly owned subsidiaries namely, Artemis Mediequipments Pvt. Ltd., Artemis Life Sciences Pvt. Ltd. and Artemis Medical Institute & Hospitals Pvt. Ltd., applied to the Registrar of Companies and got their names struck off from the Register of Companies under "Easy Exit Scheme 2010" under Section 560 of the Companies Act, 1956.

With a view to explore new lucrative business opportunities that might come before the Company from time to time in the future, your Company incorporated a new wholly owned subsidiary namely, "PTL Projects Ltd.", w.e.f. March 25, 2011.

The Ministry of Corporate Affairs vide its letter No: 5/12/2007-CL-III dated February 8, 2011 has granted a general exemption to the companies under section 212(8) of the Companies Act, 1956 from attaching a copy of the balance sheet and the profit and loss account of the subsidiary companies and other documents to the Annual Report of the companies subject to fulfilment of certain conditions specified in the aforesaid circular.

The annual accounts of the subsidiary companies will be made available to the shareholders on request and will also be kept for inspection by any shareholder at the registered office and corporate office of your Company, and its subsidiary companies.

The consolidated Financial Statements presented by the Company include the financial statements of each of its subsidiaries. As required, pursuant to the provisions of Section 212 of the Act, a statement of the holding Companys interest in the subsidiary companies forms part of the Annual Report.

FIXED DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public pursuant to the provisions of Section 58A of the Act and no amount of principal or interest was outstanding in respect of deposits from the public as of the date of balance sheet.

COST AUDIT

Your Company has made an application to the Central Government for availing exemption from the requirements of cost audit as your Company does not have its own production and its facility has been leased out to Apollo Tyres Ltd.

AUDITORS

M/s. H N Mehta Associates, Chartered Accountants, Statutory Auditors of your Company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment as Statutory Auditors for the financial year 2011-12.

AUDITORS REPORT

The comments on the statement of accounts referred to in the Report of the Auditors are self explanatory.

BOARD OF DIRECTORS

During the year under review, Dr. A.K.Dubey was appointed as Nominee Director of Government of Kerala in place of Mr. P Prabakaran w.e.f. March 26, 2011.

Ms.Pallavi Shroff and Mr.U.S.Oberoi, Directors will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The brief resumes of the Directors who are to be re-appointed, the nature of their expertise in specific functional areas, names of companies in which they hold directorships, committee memberships/chairmanships, their shareholding, etc. are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

None of the Directors are disqualified under Section 274 (1) (g) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Companys facility has been leased out to Apollo Tyres Ltd. and the Company is not carrying out any manufacturing activity of its own, no information is required to be furnished under Section 217 (1) (e) of the Companies Act, 1956.

REPORT ON CORPORATE GOVERNANCE

The Company is committed to adopting and adhering to the best corporate governance practices. The compliance report on Corporate Governance and a certificate from M/s. H N Mehta Associates, Chartered Accountants, Statutory Auditors of the Company, regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached herewith as Annexure-A and forms part of this Annual Report.

HUMAN RESOURCES

During the year, the focus was on successfully managing organisational growth. The enthusiasm and unstinting efforts of the people across the organisation are noteworthy and have enabled your Company to maintain cordial and harmonious industrial relations.

There were no employees during the year under review, drawing remuneration specified under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975. As such, no particulars are required to be furnished.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms that:

i) in preparation of the annual accounts for the year ended March 31, 2011, the applicable accounting standards

have been followed and there has been no material departure;

ii) the selected accounting policies were applied consistently and the Directors made judgements and estimates

that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2011 and of the profit of the Company for the year ended as on date;

iii) appropriate care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for assistance received from the Central Government, State Governments of Kerala and Haryana, bankers, consumers, business partners and stakeholders for their valuable support and patronage during the year under review. The Board further wishes to extend its appreciation of the contributions made by employees towards growth of the business.

For and on behalf of the board of Directors

(ONKAR S. KANWAR)

Chariman

Place: Gurgon

Date:11 may 2011

Mar 31, 2010

The Directors have pleasure in presenting the Annual Report and Audited Accounts of your Company for the financial year ended March 31,2010.

FINANCIAL RESULTS Year Ended (Rs./lacs) 31.03.2010 31.03.2009 Other income 2727.68 2676.07 Profit before depreciation 1915.40 1709.66 Depreciation 14.64 15.98 Profit before tax 1900.76 1693.68 - Provision for Tax-Current 668.90 592.43 Provision for Tax-Deferred (10.49) (14.49) Provision for Fringe Benefit Tax - 1.10 Net Profit after Tax 1242.35 1114.64 - Extra Ordinary Items (945.69) - Net Profit after Extra Ordinary Items 296.66 1114.64 Balance brought forward from Previous Year 2242.74 1637.84 Profit available for appropriations 2539.40 2752.48 Appropriations :- - Dividend to Equity shareholders 330.94 264.75 Dividend tax 54.96 44.99 - Transfer to General Reserve 200.00 200.00 Balance carried forward 1953.50 2242.74

OPERATIONS

Your Directors are pleased to report that gross income for the year ended 31 st March, 2010 amounted to Rs.2727.68 lacs as against Rs.2676.07 lacs during the previous year, registering an increase of 1.93%. It includes lease rental of Rs.2500 lacs received from Apollo Tyres Ltd. (ATL), in accordance with the terms of the Lease Agreement executed with ATL. After providing for depreciation and tax, net profit amounted to Rs.1242.35 lacs as against Rs.1114.64 lacs in the previous year, recording an increase of Rs.11.46%. The extra ordinary item represents, transfer, by way of gift, of 15,75,000 shares held by the Company in its subsidiary "Artemis Health Sciences Ltd." to CEO of its healthcare business towards his contribution in developing healthcare business as part of growth and diversification plans of the Company. The net profit, after providing for extra ordinary items, amounted to Rs.296.66 lacs, as against Rs.1114.64 lacs in the previous year.

DIVIDEND

Your directors recommend dividend of Re.0.50 per equity share for the financial year 2009-10, for your approval. There will be no tax deduction at source on dividend payments, but your company will have to pay dividend distribution tax amounting to Rs.54.96 lacs inclusive of surcharge.

The dividend, if approved, shall be payable to the shareholders registered in the books of the company and the beneficial owners as per details furnished by the depositories, determined with reference to the book closure from 16th July, 2010 to 28th July, 2010 (both days inclusive).

SUBSIDIARY COMPANIES

Your Directors decided to seek exemption under Section 212 of the Companies Act, 1956, from annexing Annual Reports of the subsidiary companies viz. Artemis Health Sciences Ltd., Artemis Medicare Services Ltd., Artemis Life Sciences Pvt. Ltd., Artemis Mediequipments Pvt. Ltd. and Artemis Medical Institute & Hospitals Pvt. Ltd. for the financial year ended 31 st March, 2010.

The Central Government vide its letter No.47/294/2010-CL-III dated 9th April, 2010, has accorded its approval under Section 212 (8) of the Companies Act, 1956, from annexing the accounts of the above subsidiary companies. The information of the subsidiary companies is annexed with the consolidated accounts attached herewith.

The copy of the Annual Report of the subsidiary companies will be made available to the shareholders on request and will also be kept for inspection by any shareholder at the Registered Office of the Company.

EXPANSION/DIVERSIFICATION/FUTURE OUTLOOK

During the year under review, your super-specialty hospital in Gurgaon by the name of "Artemis Health Institute" owned by subsidiary company "Artemis Medicare Services Ltd." has been successfully accredited by NABH (National Accreditation Board for Hospitals & Healthcare). Prestigious NABH accreditation symbolizes for high quality care for patients & safety by credential medical staff. Your hospital operations remained smooth during the year under review. All efforts were made by the hospital to provide super-specialty services of International standards primarily related to cancer, cardiology, orthopedics, renal transplant, endoscopy and In-vitro Fertilization. It continues to serve several national and international patients in varied segments.

Your hospital has hosted First Joint International Conference on Head, Neck & Thoracic Oncology organized jointly by Artemis Health Institute, Gurgaon & Memorial Sloan Kettering Cancer Centre (MSKCC), New York called ASK10 (Artemis Sloan Kettering, 2010), marking the beginning of the tie up between Artemis & MSKCC. Conference was attended by senior doctors across the globe, primarily from United States, England, Middle East and African countries.

Your directors are optimistic of favourable growth in the coming year for this foray at all levels. As part of its expansion and diversification plans, the company is considering various proposals involving trading and/or generation of power. However, these are at preliminary stage and the members shall be kept informed on the progress on the subject from time to time.

COST AUDIT

Your Company is in the process of filing an application with the Central Government for availing exemption from the requirements of Cost Audit as your Company does not have its own production and the Plant has been leased out to Apollo Tyres Ltd.

AUDITORS REPORT

The comments on the statement of accounts referred to in the Report of the Auditors are self explanatory.

BOARD OF DIRECTORS

During the year under review, Mr.P.Prabakaran was appointed as Nominee Director of Govt, of Kerala in place of Mr.L.C.Goyal w.e.f 29th January, 2010. The Board places on record its appreciation for the contribution made by Mr.LC.Goyal during his tenure of directorship.

Mr.U.S.Anand was appointed as an additional director of the company w.e.f. 20th October, 2009. He holds office till the date of the ensuing Annual General Meeting. The company has received requisite notice together with deposit, as provided under Section 257 of the Companies Act, 1956, from a shareholder proposing the appointment of Mr.U.S.Anand as a director liable to retire by rotation.

Mr.Neeraj Kanwar and Mr.K.Jacob Thomas, Directors will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

None of the Directors are disqualified under Section 274 (1) (g) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As the plant was leased out to Apollo Tyres Ltd. and the Company is not carrying out any manufacturing activity of its own, no information is required to be furnished under Section 217(1) (e) of the Companies Act, 1956.

REPORT ON CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement, a report on corporate governance is given in Annexure A of this report.

Ministry of Corporate Affairs have proposed "Corporate Governance - Voluntary Guidelines 2009" and "Corporate Social Responsibility Voluntary Guidelines 2009" during December, 2009 for voluntary adoption by all listed companies. Your Company is committed to the highest standards of compliance and in all feasible cases action is being instituted to ensure we remain benchmark in these areas.

HUMAN RESOURCES

During the year, the focus had been on managing the growth of the organisation. The contribution of people across the organisation was outstanding with cordial and harmonious industrial relations.

There are no employees during the year drawing remuneration specified under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975. As such, no particulars are required to be furnished.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirm that:

i) in preparation of the Annual Accounts for the year ended March 31, 2010, the applicable accounting

standards have been followed and there has been no material departure;

ii) the selected accounting policies were applied consistently and the Directors made judgements and estimates

that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2010 and of the profit of the Company for the year ended as on date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance

with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Annual Accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors place on record its appreciation for assistance received from Central Government, State Governments of Kerala and Haryana, bankers, consumers, vendors and stakeholder for their valuable support and patronage during the year under review. The Board further wishes to extend its appreciation of the contributions made by employees towards growth of the business.

For and on behalf of the Board of Directors Place : Gurgaon (ONKAR S. KANWAR) Dated : 28th May, 2010 CHAIRMAN

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