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Directors Report of PTL Enterprises Ltd.

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

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.

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

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 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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