PTL Enterprises Ltd Directors Report.

Dear Members,

The Board of Directors have pleasure in presenting the Companys 60th Annual Report on the Business, Finance and Operations of the Company, together with the Audited Financial Accounts for the financial year ended March 31, 2021.

(Rs in Lakhs)

Particulars Year ended 31.03.2021 Year ended 31.03.2020
Total Income 7058.84 6679.23
Profit Before Tax and Depreciation 5777.41 5925.38
Depreciation 160.25 124.83
Profit Before Exceptional Item & Tax 5,617.16 5800.55
Exceptional Item 2,935.64 -
Profit Before Tax 8552.80 5800.55
Provision for Tax – Current 1548.73 1440.04
Provision for Tax – Deferred (0.39) (33.06)
Net Profit after Tax 7004.46 4393.57

OPERATIONS AND THE STATE OF COMPANYS AFFAIR

The total income of your Company for the year ended March 31, 2021 amounted to Rs 7,058.84 Lakhs as against Rs 6,679.23 Lakhs during the previous year. It includes lease rental of Rs 6,000.00 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 7,004.46 Lakhs as against Rs 4,393.57 Lakhs in the previous year and no amount has been transferred to general reserve during the FY 2020-21. Accounts for the current year have been prepared on the basis of Companies (Indian Accounting Standard) Rules, 2015 (IND AS).

CHANGE IN CAPITAL STRUCTURE

There is no change in the share capital structure during the year under review.

IMPACT OF COVID-19 PANDEMIC

The Coronavirus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. In many countries, businesses have ceased or limited their operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown.

COVID-19 is significantly impacting business operation of the companies, by way of interruption in production, supply chain disruption, non unavailability of personnel, closure/lockdown of production facilities etc. On 24th March, 2020, the Government of India ordered a nationwide lockdown for 21 days which further got extended till 3rd May, 2020 to prevent community spread of COVID-19 in India resulting in significant reduction in economic activities. For the Company, the focus immediately shifted to ensuring the health and well-being of all stakeholders and strictly following government guidelines on health and safety. However, it did not impact the business of the Company since its main revenue comes from the leasing business. During the reporting period the Company has received the entire rental income as per the Agreement with Apollo Tyres.

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.

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

The Board of Directors have recommended a final dividend of Rs 2.50 (Two rupees and paise fifty only) per equity share of 2/- (Two rupees) amounting to 16.54 Crore for the financial year 2020- 21 which is over and above the interim dividend of 2.50 (Two rupees and paise fifty only) per equity share of Rs 2/- (Two rupees) declared and paid by the Company. The total dividend for the financial year 2020- 21 aggregates to Rs 5.00 (Rupees Five only) per equity share which includes interim dividend which was paid to the members.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organisations 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 creation of value and wealth for all stakeholders. 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 is attached herewith as Annexure I to this report.

BUSINESS RESPONSIBILITY REPORT

Your Company has constituted a Business Responsibility Committee comprising of Mr. B.K. Singh, Non-Executive Independent Director, Chairman, Mr. Harish Bahadur, Non-Executive Director and Mr. Sunil Tandon, Non-Executive Independent Director as members.

Listing Regulations had mandated the top 1000 Listed Companies by market capitalisation to include Business Responsibility Report ("BRR") in their Annual Report. Your Company falls under the top 1000 Listed Companies by market capitalisation as on March 31, 2020. Hence Accordingly, a BRR describing the initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Report. The same is also put up on the Companys 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 Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")

Pursuant to Sections 152 and other applicable provisions, if any, of the Companies Act, 2013, ("The Act") and the Articles of Association of the Company, Mr. Neeraj Kanwar, 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 re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC") has recommended his reappointment.

Ms. Sonali Sen (DIN: 08736062) who was appointed as an Additional Director, to hold office upto the date of the 59th AGM was appointed as an Independent Director of the Company, for a period of 5 years w.e.f. May 19, 2020, not liable to retire by rotation, by the Members at the AGM held on September 22, 2020.

Mr. S. Sujith was appointed as Manager of the Company under Companies Act, 2013, for a period of 5 years w.e.f. August 11, 2020 by the Members at the AGM held on September 22, 2020.

Mr. Birendra Singh (DIN: 05329739) was re-appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 5 consecutive years with effect from August 10, 2020 to August 9, 2025, by the Members at the AGM held on September 22, 2020.The Board noted that his continuous association would be of benefit to the Company

The Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed

1. that they meet the criteria of independence as prescribed under the Act and the Listing Regulations.

2. that they have registered their names in the Independent Directors Data bank.

Formalisation programme for Independent Directors was completed by the Company during the year 2020-2021.

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

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.

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

At present, (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Pradeep Kumar - Company Secretary (CS) and Compliance officer *Mr. Amarjeet Kumar - Chief Financial Officer (CFO) Mr. S. Sujith - Manager under Companies Act Mr. Anil Kumar Sriwastawa has resigned with effect from 31.03.2021 due to change in his profile from accounts to Taxation. The Board places on record its appreciation towards valuable contribution made by Mr. Anil Kumar Sriwastawa to the growth and governance of the Company during his tenure as a CFO of the Company.

*Mr. Amarjeet Kumar, was appointed as CFO w.e.f. May 12, 2021 in place of Mr. Anil Kumar Sriwastawa, CFO.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2020-21, 5 (five) 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.

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 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 a statement showing the names of top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection on all working days, during business hours, at the Registered Office of the Company. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

DIRECTORS RESPONSIBILITY STATEMENT

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

i) That in the preparation of the annual accounts, for the year ended March 31, 2021, 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, 2021 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.

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 March 31, 2021, 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, Stake Holders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee and Business Responsibility Committee. The details of composition and terms of reference of these Committees are mentioned in the Corporate Governance Report.

AUDIT COMMITTEE

Your Company has in place an Audit Committee comprising of Mr. B.K. Singh, Non-Executive, Independent Director (Chairman), Mr. U.S. Anand, Non-Executive, Independent Director and Mr. Neeraj Kanwar, Non-Executive Director, as Members.

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 robust Vigil Mechanism and a Whistle-Blower Policy in accordance with provisions of the Act and Listing Regulations. The Company has formulated a vigil mechanism through which Directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Companys 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.

NOMINATION AND REMUNERATION COMMITTEE

Your Company in place constituted a Nomination and Remuneration Committee comprising of Mr. U.S. Anand, Independent Director Chairman, Mr. Onkar Kanwar, Non-Executive Director, Mr. Neeraj Kanwar, Non-Executive Director and Mr. B. K. Singh, Non-Executive, Independent Director as Members.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE AND INITIATIVES

Your Company has in place a CSR Committee comprising of Mr. Onkar Kanwar Non-Executive Director as Chairman, Mr. U.S. Anand, Independent Director and Mr. Harish Bahadur, Non-Executive Director as Members.

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. There has not been any change in the policy during the current year. The CSR Policy, may be accessed on the Companys website at any time www.ptlenterprise.com. During the Financial Year under review, your Company has spent Rs 116.23 Lakhs on its CSR activities. The annual report on CSR activities is furnished in Annexure - III which forms part of this report.

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 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 AUDITORS REPORT

STATUTORY AUDITOR

The Members of the Company appointed M/s SCV & Co. LLP, Chartered Accountants, Statutory Auditors of your Company for a period of four years from 2018-19 to 2021-22 in the Annual General Meeting of the Company held on 31st July, 2018. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The notes on financial statements referred to in the Auditors Report are self-explanatory. The Audit Report does not contain any qualification, reservation or adverse remarks requiring any comment or explanation from the Company.

SECRETARIAL AUDITOR

The Board had appointed M/s RSMV & Co., Practicing Company Secretaries as Secretarial Auditor of the Company for the financial year 2020-21 pursuant to Section 204 of the Act. The Secretarial Audit Report under the Act and under Regulation 24A of the Listing Regulations and Annual Secretarial Compliance Report pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019, for the financial year 2020- 2021 relating to compliance of all applicable SEBI regulations and circulars/ guidelines submitted by Secretarial Auditor for the Financial Year 2020- 21 in the prescribed format is attached as Annexure - V and forms part of this report.

There are no qualifications or observations or adverse remarks of the Secretarial Auditors in the Report issued by them for the financial year 2020-21.

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 Boards report.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits during the Financial Year 2020-21 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.

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 2014 and further amendment thereto, as prescribed under the Act Companys 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 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 134 (3) of 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 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 Statement. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys 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.

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 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 THE ACT

Pursuant to the requirement under Section 134(3) (g) of the Act, the particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Financial Statement. For details please refer Notes on Account No B-14 and B-19 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 the Company had not entered 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 transaction. Pursuant to the requirements under Section 134(3) (h) of the Act, the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, are attached as Annexure - VI 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

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of 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, 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 1to 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 Directors performance.

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 March 19, 2021.

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 Non-Executive 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS 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 Companys operations in future.

RISK MANAGEMENT POLICY

The Board of Directors had constituted Risk Management Committee (RMC) 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. The details of Risk Management Committee are included in the Corporate Governance Report.

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 Company complied with all the applicable Secretarial Standards issued by the Institute of the Companies Secretaries of India.

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

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed an Internal Committee to address complaints pertaining to sexual harassment in the workplace. The Company policy mandates prevention of sexual harassment and to ensure a free and fair enquiry process with clear timelines for resolution.

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 Companys organisational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilisation of the Companys resources for sustainable and profitable growth.

Your Directors are thankful to Central Government, State Governments 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.

For and on the behalf of Board of Directors
Sd/-
Place: London (ONKAR KANWAR)
Date : May 12, 2021 CHAIRMAN