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PTL Enterprises Ltd.

BSE: 509220 | NSE: PTL |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE034D01031 | SECTOR: Tyres

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

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 COMPANY’S 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

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

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.

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 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 DIRECTORS’ 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 AUDITOR’S 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 “The 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

Director’s Report