Notes to Accounts of PTL Enterprises Ltd.

Mar 31, 2018

1. Capital Management

The Company''s capital management is intended to create value for shareholders by facilitating the meeting of long-term and short-term goals of the Company.

The Company determines the amount of capital required on the basis of annual operating plans and long-term product and other strategic investment plans. The funding requirements are met through equity and long-term/short-term borrowings.

Capital of the company is equity as on 31st March, 2018 Rs.59,256.62 Lakhs (as on 31st March, 2017 Rs.55,825.03 Lakhs and as on 1st April, 2016 Rs.53,635.76 Lakhs)

2. Disclosures on financial instruments

This section gives an overview of the significance of financial instruments for the Company and provides additional information on balance sheet items that contain financial instruments.

The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognized, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2 to the financial statements.

a) Financial assets and liabilities

The following table presents the carrying amounts and fair value of each category of financial assets and liabilities as at March 31, 2018.

The short-term financial assets and liabilities are stated at amortized cost which is approximately equal to their fair value.

Management uses its best judgment in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of all the amounts that the Company could have realized or paid in sale transactions as of respective dates. As such, the fair value of the financial instruments subsequent to the respective reporting dates may be different from the amounts reported at each year end.

b) Financial risk management

In the course of its business, the Company is exposed primarily to liquidity and credit risk, which may adversely impact the fair value of its financial instruments.

The Company has a risk management policy which covers the risks associated with the financial assets and liabilities such as credit risks. The risk management policy is approved by the board of directors.

i) Market risk Equity Price risk

Equity Price Risk is related to the change in market reference price of the investments in equity securities.

The fair value of some of the Company''s investments measured at fair value through other comprehensive income exposes the Company to equity price risks. These investments are subject to changes in the market price of securities. The fair value of Company''s investment in quoted equity securities as at March 31, 2018, 2017 and April 1, 2016 was Rs. Nil and Nil, respectively. A 10% change in equity price as at March 31, 2018, 2017 and April 1, 2016 would result in an impact of Rs. Nil and Nil respectively.

(Note: The impact is indicated on equity before consequential tax impact, if any).

ii) Credit risk

Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses both the direct risk of default and the risk of deterioration of creditworthiness as well as concentration risks.

Financial instruments that are subject to concentrations of credit risk, principally consist of investments classified as fair value through profit or loss, trade receivables, loans and advances and derivative financial instruments. None of the financial instruments of the Company result in material concentrations of exposure to credit risks.

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk was Rs.1,975.06 Lakhs as at March 31, 2018, Rs.1,789.99 Lakhs as at March 31, 2017, being the total of the carrying amount of balances with banks, short term deposits with banks, trade receivables, finance receivables, margin money and other financial assets excluding equity investments.

None of the Company''s cash equivalents, including time deposits with banks, are past due or impaired. Regarding trade receivables and other receivables, and other loans or receivables that are neither impaired nor past due, there were no indications as at March 31, 2018, that defaults in payment obligations will occur.

iii) Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per

requirements. The Company invests its surplus funds in bank fixed deposit and liquid and liquid plus schemes of mutual funds, which carry no/low mark to market risks.

The table below provides details regarding the contractual maturities of financial liabilities, including estimated interest payments as at March 31, 2018:

(a) Income tax matters mainly relate to taxability of lease income as business income for which the company has already won the appeal in ITAT in earlier years.

(b) Service tax matter relate to taxability of lease of Medical Equipment under the service tax.

31(a) The Company had taken 20.78 acres of land on 90 years lease i.e. 24.05.2007 at a premium of Rs 519.50 lacs and the premium with other capitalized cost was being amortized over a period of 90 years. Monthly lease rental, lighting expenses, water charges etc.were debited as revenue expenditure. During the year, the company has surrendered the lease hold land and has further paid registration charges of Rs. 10.53 lakh

3(b) The Company has leased out its plant to Apollo Tires Ltd. The lease is extended for a further period of 8 years up to March 31,2030 vide agreement dated August 1,2017. The lease rent, which is renewable annually as per the lease agreement at a rate to be mutually agreed, amounting to Rs 6,000 Laces for the year, has been credited to statement of Profit & Loss.

Lease payments recognized in the statement of profit and loss for the year is Rs.6,026.42 Lakh (31st March, 2017: Rs.5,346.58 Lakh)

The total of future minimum lease payments under non-cancellable operating leases

4 Scheme of arrangement/ Demerger of Medicare and Healthcare Services Business undertaking

The scheme of arrangement under sections 391 to 394 of the Companies Act, 1956 read with section 230 to 232 Companies Act, 2013 (the Scheme) between Company (the Demerged Company) and its wholly owned subsidiary Artemis Global Life Sciences Limited (“AGLSL”) (formerly known as PTL Projects Limited) (the Resulting Company) and their respective shareholders and the creditors of the two companies for demerger of the Medicare and Healthcare Services Business undertaking of the Demerged Company into Resulting Company with the Appointed Date at the opening of business hours on 01st April 2016, has been sanctioned by the Humble High Court of Judicature at Kerala vide its Order dated 16th December, 2016, and the Humble National Company Law Tribunal, New Delhi vide its Order dated 1st March, 2017. Certified copies of the order of the Humble High Court of Judicature at Kerala and Humble National Company Law Tribunal, New Delhi have been filed with the Registrar of Companies at Kerala and Delhi respectively and the scheme has become effective from 8th March 2017. The scheme, being effective from the Appointed Date, provides for:

a) Issue of one (1) Equity Share of face value 2/- (Indian Rupees Two only) each in Resulting Company for every one (1) equity share of face value Rs. 2/- (Indian Rupees Two only) each in Demerged Company held by its shareholders on the record date i.e. 29th March 2017.

b) Cancellation of 5,00,000 equity shares of Rs. 2 each of Resulting Company held by the Demerged Company under the provisions of Sections 100 to 103 of the Companies Act 1956 and / or Section 66 of the Companies Act, 2013 and same has been adjusted with Revaluation Reserves. In respect of the above adjustments it is deemed that the special resolution as contemplated under Article 57 of the Article of Association of the Demerged Company and under section 100 of the Companies Act 1956 and / or Section 66 of the Companies Act, 2013 has been passed and all the procedures required under section 100 of the Companies Act, 1956 and / or Section 66 of the Companies Act, 2013 for reduction of share capital have been complied with.

c) All the assets and liabilities of the Medicare and Healthcare Services Business undertaking has been transferred as a going concern at the values appearing in the books of the Demerged Company at the opening of business hours on 01st April 2016.

d) Further, as per the scheme, the excess of book value of assets over the book value of liabilities pertaining to Medicare and Healthcare Services Business undertaking (demerged undertaking) shall be adjusted against the Revaluation Reserve of the Demerged Company. Accordingly, the following adjustments have been made in the opening reserves as at 1 April 2016.

e) As a result of the demerger, the opening balance sheet as at 1 April 2016 and the financial statements of the Company as at and for the year ended 31 March 2017, do not include the operations of the demerged undertaking.

33 Disclosure require by section 186(4) of the Companies Act'' 2013

34 The Company''s operation comprises of only one segment -Income from lease of plant to Apollo Tires Ltd and there are no other business/ geographical segments to be reported as required under In AS 108 “Operating Segment”.

35 As per information available with the company

a) Details of dues to Micro and Small Enterprises as per MSMED Act, 2006. During the period ended December 31, 2006, Government of India has promulgated an Act namely The Micro, Small and Medium Enterprises Development Act, 2006 which comes into force with effect from October 2, 2006. As per the Act, the Company is required to identify the Micro, Small and Medium suppliers and pay them interest on overdue beyond the specified period irrespective of the terms agreed with the suppliers. The management has confirmed that none of the suppliers have confirmed that they are registered under the provision of the Act.

Information in terms of Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

38 Govt. of Kerala, had acquired in the year ended 31st March, 2015 measuring 62.22 Ares (1.50 Acres) of land held by the company, comprised in Survey No. 369/1 of Trikkakara North Village for the Kochi Metro Rail Project (KMRP), through an agreement to sale dated 03.09.2014 for Rs 2936.28 Laces. The rate for the above piece of land was fixed in a tripartite meeting of Kochi Metro officials, District Revenue Officials and representatives of PTL Enterprises Ltd through negotiation at District Level Purchase Committee (DLPC) on 16.12.2013. The rate was fixed on the same basis at which the land acquired from a private party on the opposite side of the road. KMRP has issued D form cherubs for 80% of the compensation on 18.09.2014 amounting to Rs 2325.54 Laces after deducting TDS of Rs 23.49 Laces, however the same were not allowed to be presented by the KMRP and they have filed a complaint to Finance Department (Govt. of Kerala) to reexamine the rates fixed by DLPC. The company has filed a WRIT petition against KMRP in Kerala High court. The Kerala high court disposed off the WRIT petition filed by the company by its judgment dated 21st March 2016, directing the Govt. to examine whether any revisionary right has been reserved with the Govt. at the time of assignment of land in favor and take a decision. The Additional Chief Secretary (General Administration,) Kerala Govt. has passed its decision vide order no Ext.P19 dated 31st March2017 holding that the Govt. is having revisionary right over the land assigned to PTL Enterprises Limited and the Company is entitled to get compensation only the amount paid by it at the time of assignment. The Company has again filed a WRIT petition on 5th April 2017 challenging the order dated 31st March, 2017 of the Govt. and the court has passed an interim order directing the Govt. to deposit the amount of Rs 2325.54 Laces in Fixed Deposit earning maximum interest in a Nationalized bank/ Treasury Deposit and produce the receipt before the High Court. The Govt. has also sought time for filing counter in the WRIT petition at the end of May, 2017. In view of above since the revenue is not certain, the company has not recognized this income and related TDS.

40 "The estimates at 1st April 2016 and at 31st March, 2017 are consistent with those made for the same dates in accordance with previous GAAP (after adjustments to reflect any differences in accounting policies) apart from the following items, which, under previous GAAP did not require estimation:- Fair values of Financial Assets & Financial Liabilities- Impairment of financial assets based on expected credit loss model The estimates used by the Company to present these amounts in accordance with In AS reflect conditions as at 1st April, 2016 and 31st March, 2017."

41 The comparative financial information of the Company for the transition date opening balance sheet as at 1 April 2016 included in these In AS financial statements, are based on the statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 for the year ended 31 March 2016 have been restated to comply with In AS and in accordance with the format prescribed in MCA Circular Notification No. GSR 404(E) [F.NO.17/62/2015CLV], dated 6 April 2016.

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Mar 31, 2017

1. A deferred tax asset (Net) amounting to Rs.683.34 Lacs (previous year 595.25) Lacs has been recognized in the accounts for the year in accordance with the Accounting standard "Accounting for taxes on Income" (AS 22). The deferred tax asset in respect of gratuity and leave encashment liability has been recognized during the year in view of the sustained profitability and regular tax payouts.

2. The Company had taken 20.78 acres of land on 90 years lease w.e.f. 24.05.2007 at a premium of Rs 519.50 lacs and the premium with other capitalized cost is amortized over a period of 90 years. Monthly lease rental, lighting expenses, water charges etc. are debited as revenue expenditure.

3. The Company has leased out its plant to Apollo Tyres Ltd. The lease is extended for a period of 8 years up to March 31,2022 vide agreement dated May 1,2012.The lease rent, which is renewable annually as per the lease agreement at a rate to be mutually agreed, amounting to Rs 5,000 Lacs for the year, has been credited to statement of Profit & Loss.

4. Scheme of arrangement/ Demerger of Medicare and Healthcare Services Business undertaking

The scheme of arrangement under sections 391 to 394 of the Companies Act, 1956 read with section 230 to 232 Companies Act, 2013 (the Scheme) between Company (the Demerged Company) and its wholly owned subsidiary Artemis Global Life Sciences Limited (AGLSL) (formerly known as PTL Projects Limited) (the Resulting Company) and their respective shareholders and the creditors of the two companies for demerger of the Medicare and Healthcare Services Business undertaking of the Demerged Company into Resulting Company with the Appointed Date at the opening of business hours on 01st April 2016, has been sanctioned by the Honble High Court of Judicature at Kerala vide its Order dated 16th December, 2016, and the Honble National Company Law Tribunal, New Delhi vide its Order dated 1st March, 2017. Certified copies of the order of the Honble High Court of Judicature at Kerala and Honble National Company Law Tribunal, New Delhi have been filed with the Registrar of Companies at Kerala and Delhi respectively and the scheme has become effective from 8th March 2017. The scheme, being effective from the Appointed Date, provides for:

5. Issue of one (1) Equity Share of face value 2/- (Indian Rupees Two only) each in Resulting Company for every one (1) equity share of face value Rs. 2/- (Indian Rupees Two only) each in Demerged Company held by its shareholders on the record date i.e. 29th March 2017.

6. Cancellation of 5,00,000 equity shares of Rs. 2 each of Resulting Company held by the Demerged Company under the provisions of Sections 100 to 103 of the Companies Act 1956 and / or Section 66 of the Companies Act, 2013 and same has been adjusted with Revaluation Reserves. In respect of the above adjustments it is deemed that the special resolution as contemplated under Article 57 of the Article of Association of the Demerged Company and under section 100 of the Companies Act 1956 and / or Section 66 of the Companies Act, 2013 has been passed and all the procedures required under section 100 of the Companies Act, 1956 and / or Section 66 of the Companies Act, 2013 for reduction of share capital have been complied with.

7. All the assets and liabilities of the Medicare and Healthcare Services Business undertaking has been transferred as a going concern at the values appearing in the books of the Demerged Company at the opening of business hours on 01st April 2016.

8. Surplus of Rs. 15771.66 Lacs assets over liabilities pertaining to Medicare and Healthcare Services Business undertaking transferred to Resulting Company have been adjusted against the Revaluation Reserve of the Demerged Company as per the Scheme.

9. Post Scheme of arrangement/ Demerger of Subsidiary the Company''s operation comprises of only one segment -Income from lease of plant to Apollo Tyres Ltd and there are no other business/ geographical segments to be reported as required under Accounting Standard (AS17) "Segmental Reporting" issued by The Institute of Chartered Accountants of India.

10. Sundry Creditors and Unsecured Loans are subject to confirmation.

11. As per information available with the company

12. Amount due to Micro, Medium & Small Enterprises - Nil (Previous year Nil )

13. Amount due to Labour Welfare Fund - Rs Nil (Previous year-Rs Nil )

14. The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service receives gratuity on leaving the Company at 15 days salary (last drawn salary) for each completed year of service.

The following table summarizes the components of net benefit expense recognized in the profit and loss account and amounts recognized in the balance sheet. (Net of reimbursement from Apollo Tyres Ltd.)

15. The following table set out the status of leave encashment as required under the Accounting Standard 15:

The following table summarizes the components of net benefit expense recognized in the profit and loss account and amounts recognized in the balance sheet. (Net of reimbursement from Apollo Tyres Ltd.)

16. Govt. of Kerala, proposed to acquire 62.22 Ares (1.50 Acres) of land held by the company, comprised in Survey No. 369/1 of Trikkakara North Village for the Kochi Metro Rail Project (KMRP), through an agreement to sale dated 03.09.2014 for Rs 2936.28 Lacs. The rate for the above piece of land was fixed in a tripartite meeting of Kochi Metro officials, District Revenue Officials and representatives of PTL Enterprises Ltd through negotiation at District Level Purchase Committee (DLPC) on 16.12.2013. The rate was fixed on the same basis at which the land acquired from a private party on the opposite side of the road. KMRP has issued D form cheques for 80% of the compensation on 18.09.2014 amounting to Rs 2325.54 Lacs after deducting TDS of Rs 23.49 Lacs, however the same were not allowed to be presented by the KMRP and they have filed a complaint to Finance Department (Govt. of Kerala) to reexamine the rates fixed by DLPC. The company has filed a WRIT petition against KMRP in Kerala High court. The Kerala high court disposed off the WRIT petition filed by the company by its judgment dated 21st March 2016, directing the Govt. to examine whether any revisionary right has been reserved with the Govt. at the time of assignment of land in favour and take a decision. The Additional Chief Secretary (General Administration,) Kerala Govt. has passed its decision vide order no Ext.P19 dated 31st March 2017 holding that the Govt. is having revisionary right over the land assigned to PTL Enterprises Limited and the Company is entitled to get compensation only the amount paid by it at the time of assignment. The Company has again filed a WRIT petition on 5th April 2017 challenging the order dated 31st March, 2017 of the Govt. and the court has passed an interim order directing the Govt. to deposit the amount of Rs 2325.54 Lacs in Fixed Deposit earning maximum interest in a Nationalized bank/ Treasury Deposit and produce the receipt before the High Court. The Govt. has also sought time for filing counter in the WRIT petition at the end of May, 2017. In view of above since the revenue is not certain, the company has not recognized this income and related TDS.

17. Management have ensured that all specified Domestic transactions have been taken place at Arm''s Length Price only.

18. Details of Specified Bank Note (SBN) held and transacted during the period 08/11/2016 to 30/12/2016:

19. Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/disclosure.

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Mar 31, 2016

1 a) A deferred tax asset (Net) amounting to Rs.595.25 Lacs (previous year 576.73) Lacs has been recognized in the accounts for the year in accordance with the Accounting standard “Accounting for taxes on Income" (AS 22). The deferred tax asset in respect of gratuity and leave encashment liability has been recognized during the year in view of the sustained profitability and regular tax payouts.

2 The Company had taken 20.78 acres of land on 90 years lease w.e.f. 24.05.2007 at a premium of Rs 519.50 lacs and the premium with other capitalized cost is amortized over a period of 90 years. Monthly lease rental, lighting expenses, water charges etc. are debited as revenue expenditure.

3 The Company has leased out its plant to Apollo Tyres Ltd. The lease is extended for a period of 8 years up to March 31,2022 vide agreement dated May 1,2012.The lease rent , which is renewable annually as per the lease agreement at a rate to be mutually agreed, amounting to Rs 5,000 Lacs (Rs. 4,000 Lacs p.a. upto 31.08.2015) Lacs for the year, has been credited to statement of Profit & Loss.

4 The Company''s operation predominantly comprises of only one segment -Income from lease of plant to Apollo Tyres Ltd as per agreement and there are no other business/ geographical segments to be reported as required under Accounting Standard (AS17) “Segmental Reporting" issued by The Institute of Chartered Accountants of India.

5 Sundry Creditors and Unsecured Loans are subject to confirmation.

6 As per information available with the company

a) Amount due to Micro, Medium & Small Enterprises - Nil (Previous year Nil )

b) Amount due to Labour Welfare Fund - Rs Nil (Previous year-Rs Nil )

7 The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service receives gratuity on leaving the Company at 15 days salary (last drawn salary) for each completed year of service.

The following table summarizes the components of net benefit expense recognized in the profit and loss account and amounts recognized in the balance sheet. (Net of reimbursement from Apollo Tyres Ltd.)

The estimate of future salary increase takes into account inflation, seniority, promotions and other relevant factors.

8 Disclosure of the relationship and transactions in accordance with Accounting standard 18- Related Party Disclosures issued by the Institute of Chartered Accountants of India.

Particulars 2015-16 2014-15

Artemis Health Sciences Ltd.(AHSL) Artemis Health Sciences Ltd.(AHSL)

Artemis Medicare Services Ltd. (AMSL) Artemis Medicare Services Ltd. (AMSL)

Subsidiaries Artemis Global Life Sciences Limited Artemis Global Life Sciences Limited

(Formerly known as PTL Projects limited) (Formerly known as PTL Projects limited)

__Athena Eduspark Ltd.__Athena Eduspark Ltd_

Apollo Tyres Ltd. (ATL)__Apollo Tyres Ltd. (ATL)_

Apollo International Ltd. Apollo International Ltd.

Neeraj Consultants Ltd. Neeraj Consultants Ltd.

Sunrays Properties & Investments Sunrays Properties & Investments Co. Pvt. Ltd. Co. Pvt. Ltd.__

Sacred Heart Investments Co Pvt. Ltd.__Sacred Heart Investments Co Pvt. Ltd._

Motlay Finance Pvt Ltd.__Motlay Finance Pvt Ltd._

Ganga Kaveri Credit & Holding Pvt. Ltd.__Ganga Kaveri Credit & Holding Pvt. Ltd._

Associates Global Capital Ltd.__Global Capital Ltd._

Indus Valley Investment & Finance Pvt Ltd. Indus Valley Investment & Finance Pvt Ltd.

Apollo Finance Ltd.__Apollo Finance Ltd._

Kenstar Investment & Finance Pvt Ltd.__Kenstar Investment & Finance Pvt Ltd._

Bespoke Tours & Travels Ltd.__Bespoke Tours & Travels Ltd_

Constructive Finance (P) Ltd.__Constructive Finance (P) Ltd_

Kewaldeep Consultants Pvt. Ltd.__Kewaldeep Consultants Pvt. Ltd._

Nanak Consultants Pvt. Ltd.__Nanak Consultants Pvt. Ltd._

Osiatic Consultants & Investments Pvt. Ltd. Osiatic Consultants & Investments Pvt. Ltd.

OSK Holdings Pvt. Ltd. OSK Holdings Pvt. Ltd.

9 Revaluation of Assets

During the year, Board of Directors determined that the market value of the property was significantly higher than what was being reflected in the books. Therefore, Board of Directors felt that it would be appropriate that the Company considers revaluation of its land parcels to reflect their current values in its books of accounts. This is also in line with applicable accounting standard (AS10 on Accounting of Fixed Assets). Accordingly, revaluation of the immovable property of the tyre undertaking of PTL Enterprises Limited at Kalamassery was undertaken by a reputed valuer M/s Vincy Thomas.''The valuer has assessed the value of Land & Building of PTL Enterprises Limited as on 31st December, 2015 (as against 31st March, 2015) as follows:-

10 Scheme of arrangement/ Demerger of Subsidiary

With a view to unlock value for the shareholders of the Company in the Medicare and Healthcare Business as well as to enable improved focus on the growth of the Tyre Undertaking and Medicare and Healthcare Undertaking, Board of Directors are contemplating to demerge the whole of Medicare and Healthcare Undertaking of PTL Enterprises Limited into its wholly owned subsidiary Artemis Global Life Sciences Limited- AGLSL (Formerly- PTL Projects Limited, name changed w.e.f 29th December, 2015) on a going concern basis. In this behalf a scheme of arrangement between PTL Enterprises Limited and AGLSL under section 391 to section 394 and other applicable provisions of the Companies Act, 1956 and other applicable provisions of Companies Act, 2013 has been approved by your Board of Directors. This would be subject to approval from the Hon''ble High Courts of Kerala and Delhi. The proposed demerger would be compliant with Section 2(19AA) of the Income-tax Act, 1961.

In consideration of the demerger of the Medicare and Healthcare Undertaking, AGLSL would issue and allot equity shares to the shareholders of PTL Enterprises Ltd. in the proposed 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 the shareholder.

Consequent to the demerger, the existing share capital of AGLSL (held by PTL Enterprises Ltd) would be cancelled; and hence the post demerger shareholding pattern of AGLSL would be a mirror image of the shareholding pattern of PTL Enterprises Limited. The equity shares of AGLSL would also be consequently listed on BSE and NSE (on which the shares of PTL Enterprises Ltd are listed).

11 Govt. of Kerala, proposed to acquire 62.22 Ares (1.50 Acres) of land held by the company, comprised in Survey No. 369/1 of Trikkakara North Village for the Kochi Metro Rail Project (KMRP), through an agreement to sale dated 03.09.2014 for Rs 2936.28 Lacs. The rate for the above piece of land was fixed in a tripartite meeting of Kochi Metro officials, District Revenue Officials and representatives of PTL Enterprises Ltd through negotiation at District Level Purchase Committee (DLPC) on 16.12.2013. The rate was fixed on the same basis at which the land acquired from a private party on the opposite side of the road. KMRP has issued D form cheques for 80% of the compensation on 18.09.2014 amounting to Rs 2325.54 Lacs after deducting TDS of Rs 23.49 Lacs, however the same were not allowed to be presented by the KMRP and they have filed a complaint to Finance Department (Govt. of Kerala) to reexamine the rates fixed by DLPC. The company has filed a WRIT petition against KMRP in Kerala High court. The Kerala high court disposed off the WRIT petition filed by the company by its judgment dated 21st March 2016, directing the Govt. to examine whether any revisionary right has been reserved with the Govt. at the time of assignment of land in favour and take a decision. Till date no decision has been taken on this issue by the Finance Department (Govt. of Kerala).In view of above since the revenue is not certain, the company has not recognized this income and related TDS.

12 Management have ensured that all specified Domestic transactions have been taken place at Arm''s Length Price only.

13 Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/disclosure.

Mr. B.K.Singh was co-opted in the committee on 12.05.2015

The Chairman of the committee attended the annual general meeting (AGM) held on 10.08.2015 to answer shareholders''

queries.

The roles and responsibilities of the committee include the following:

14. Formulate the criteria for determining qualifications, positive attributes and independence of a director.

15. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal.

16. Formulate the criteria for evaluation of director''s and Board''s performance and to carry out the evaluation of every director''s performance.

17. Devising a policy on Board diversity.

18. To decide the remuneration of consultants engaged by the Committee.

19. Framing, recommending to the Board and implementing, on behalf of the Board and on behalf of the Shareholders, policy on remuneration of Directors, Key Managerial Persons (KMP) & other Employees, including ESOP, pension rights and any other compensation payment.

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Mar 31, 2015

1. Contingent Liabilities

(Rs. Lacs)

Particulars 2014-15 2013-14

Income Tax 1266.00 1527.00

Service Tax 2880.62 2880.62

Employee Liability 1.14 1.14

Corporate Guarantee 18.79 -

2 a) A deferred tax asset (Net) amounting to Rs. 576.73 Lacs (previous year Rs. 408.87 Lacs has been recognized in the accounts for the year in accordance with the Accounting standard "Accounting for taxes on Income" (AS 22). The deferred tax asset in respect of gratuity and leave encashment liability has been recognized during the year in view of the sustained profitability and regular tax payouts.

3 The Company had taken 20.78 acres of land on 90 years lease w.e.f. 24.05.2007 at a premium of Rs. 519.50 lacs and the premium with other capitalized cost is amortized over a period of 90 years. Monthly lease rental, lighting expenses, water charges etc. are debited as revenue expenditure.

4 The Company has leased out its plant to Apollo Tyres Ltd. The lease is extended for a period of 8 years up to March 31,2022 vide agreement dated May l,2012.The lease rent, which is renewable annually as per the lease agreement at a rate to be mutually agreed, amounting to Rs. 4,000 Lacs for the year, has been credited to statement of Profit & Loss.

5 The Company''s operation predominantly comprises of only one segment -Income from lease of plant to Apollo Tyres Ltd as per agreement and there are no other business/ geographical segments to be reported as required under Accounting Standard (AS17) "Segmental Reporting" issued by The Institute of Chartered Accountants of India.

6 Sundry Creditors and Unsecured Loans are subject to confirmation.

7 As per information available with the company

a) Amount due to Micro, Medium & Small Enterprises - Nil (Previous year Nil)

b) Amount due to Labour Welfare Fund - Rs. Nil (Previous year- Rs. 1.22 Lacs )

9 The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service receives gratuity on leaving the Company at 15 days salary (last drawn salary) for each completed year of service.

The following table summaries the components of net benefit expense recognized in the profit and loss account and amounts recognized in the balance sheet. (Net of reimbursement from Apollo Tyres Ltd.)

10 Consequent to the adoption of the revised estimation of the useful life of the fixed assets of the Company as stipulated in Schedule II of the Companies Act 2013 with effect from 1st April 2014, the depreciation for the current year is higher by Rs. 26.10 Lacs.

11 Govt, of Kerala, proposed to acquire 62.22 Ares (1.50 Acres) of land held by the company, comprised in Survey No. 369/1 of Trikkakara North Village for the Kochi Metro Rail Project (KMRP), through an agreement to sale dated 03.09.2014 for Rs. 2936.28 Lacs. The rate for the above piece of land was fixed in a tripartite meeting of Kochi Metro officials, District Revenue Officials and representatives of PTL Enterprises Ltd through negotiation at District Level Purchase Committee (DLPC) on 16.12.2013. The rate was fixed on the same basis at which the land acquired from a private party on the opposite side of the road. KMRP has issued D form cheques for 80% of the compensation on 18.09.2014 amounting to Rs. 2325.54 Lacs after deducting TDS of Rs. 23.49 Lacs, however the same were not allowed to be presented by the KMRP and they have filed a complaint to Finance Department (Govt, of Kerala) to reexamine the rates fixed by DLPC. The company has filed a WRIT petition against KMRP in Kerala High court. In view of above since the revenue is not certain, the company has not recognised this income and related TDS.

12 Management have ensured that all specified Domestic transactions have been taken place at Arm''s Length Price only.

13 Previous years figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/ disclosure.

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Mar 31, 2013

1. Contingent Liabilities Rs. Lacs

Particulars 2012-13 2011-12

Income Tax 1,171.68 918.32

Service Tax 2,880.62 2,321.62

Employee Liability 1.14 1.14

2. Artemis Medicare Services Ltd. a step down wholly owned subsidiary Company has availed a loan of Rs. 4,600 Lacs from State Bank of India, Rs. 6,400 Lacs from State Bank of Mysore & Rs. 1,400 lacs from GE Money Financial Services Pvt. Ltd.. The Loan is secured by a charge over the entire fixed assets of the Company.

3. a) A deferred tax asset (Net) amounting to Rs. 384.31 Lacs (Rs. 393.26 lacs) has been recognized in the accounts for the year in accordance with the Accounting standard "Accounting for taxes on Income" (AS 22). The deferred tax asset in respect of gratuity and leave encashment liability has been recognized during the year in view of the sustained profitability and regular tax payouts.

b) The Components of Net Deferred Tax Asset/(Liability) as on March 31, 2013 are as under:

4. The Company had taken 20.78 acres of land on 90 years lease w.e.f. 24.05.2007 at a premium of Rs. 519.50 lacs and the premium with other capitalized cost is amortized over a period of 90 years. Monthly lease rental, lighting expenses, water charges etc are debited as revenue expenditure.

5. The Company has leased out its plant to Apollo Tyres Ltd. for a period of eight years upto March 31, 2014. The lease is further extended for a period of eight years upto March 31, 2022 vide agreement dated May 1, 2012. The lease rent, which is renewable annually as per the lease agreement at a rate to be mutually agreed, amounting to Rs. 4,000 Lacs for the year, has been credited to Statement of Profit & Loss,

6. The Company''s operation predominantly comprises of only one segment -Income from lease of plant to Apollo Tyres Ltd as per agreement and there are no other business/ geographical segments to be reported as required under Accounting Standard (AS17) "Segmental Reporting" issued by The Institute of Chartered Accountants of India.

7. Sundry Creditors and Unsecured Loans are subject to confirmation.

8. As per information available with the company

a) Amount due to Micro, Medium & Small Enterprises - Nil (Previous year Nil)

b) Amount due to Investor Education & Protection Fund- Nil (Previous year Nil)

c) Amount due to Labour Welfare Fund - Nil (Previous year Nil)

9. The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service receives gratuity on leaving the Company at 15 days salary (last drawn salary) for each completed year of service.

The following table summarises the components of net benefit expense recognized in the Statement of Profit and Loss and amounts recognized in the Balance Sheet. (Net of reimbursement from Apollo Tyres Ltd.)

Statement of Profit & Loss

10 Management has ensured that all specified domestic transactions have taken place at Arm''s Length Price only.

11. Previous year''s figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/disclousure.

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Mar 31, 2012

1. Contingent Liabilities Rs. Lacs

Particulars 2011-12 2010-11

Income Tax 918.32 516.89

Service Tax 2,321.62 -

Employee Liability 1.14 1.14

2. Artemis Medicare Services Ltd. a step down wholly owned subsidiary Company has availed a loan of Rs 5,000 Lacs from State Bank of India Ernakulam & a loan of Rs. 5,175 Lacs from State Bank of Mysore New Delhi. The Loan is secured by a charge over the entire fixed assets of the Company.

3. a) A deferred tax asset (Net) amounting to Rs. 31.73 Lacs has been recognized in the accounts for the year in accordance with the Accounting standard "Accounting for taxes on Income" (AS 22). The deferred tax asset in respect of gratuity and leave encashment liability has been recognized during the year in view of the sustained profitability and regular tax payouts.

4. The Company had taken 20.78 acres of land on 90 years lease w.e.f. 24.05.2007 at a premium of Rs. 519.50 lacs and the premium with other capitalized cost is amortized over a period of 90 years. Monthly lease rental, lighting expenses, water charges etc are debited as revenue expenditure.

5. The Company has leased out its plant to Apollo Tyres Ltd. for a period of eight years w.e.f. 01.04.2006. The lease rent , which is renewable annually as per the lease agreement at a rate to be mutually agreed , amounting to Rs 4,000 Lacs for the year , has been credited to Statement of Profit & Loss.

6. The Company's operation predominantly comprises of only one segment -Income from lease of plant to Apollo Tyres Ltd as per agreement and there are no other business/ geographical segments to be reported as required under Accounting Standard (AS17) "Segmental Reporting" issued by The Institute of Chartered Accountants of India.

7. Sundry Creditors and Unsecured Loans are subject to confirmation.

8. As per information available with the company

a) Amount due to Micro, Medium & Small Enterprises - Nil (Previous year Nil )

b) Amount due to Investor Education & Protection Fund- Nil (Previous year Nil )

c) Amount due to Labour Welfare Fund - Nil (Previous year Nil )

9. The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service receives gratuity on leaving the Company at 15 days salary (last drawn salary) for each completed year of service.

The following table summarizes the components of net benefit expense recognized in the Statement of profit & loss and amounts recognized in the balance sheet. (Net of reimbursement from Apollo Tyres Ltd.)

The estimate of future salary increase takes into account inflation, seniority, promotions and other relevant factors.

10. The Revised Schedule VI has become effective from April 1, 2011 for the preparation of financial statements. This has significantly changed the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

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Mar 31, 2011

1. Contingent Liabilities

(Rs. Lacs)

Particulars Amount Amount 2010-11 2009-10

Sales Tax - 137.56

Income Tax 516.89 254.17

Employee Liability 1.14 1.44

2. Artemis Medicare Services Ltd. a step down wholly owned subsidiary company has availed a loan of Rs 5,000 Lacs from State Bank of India Ernakulam & a loan of Rs 5,175 Lacs from State Bank of Mysore, New Delhi. The Loan is secured by a charge over the entire fixed assets of the Company.

3. a). A deferred tax asset (Net) amounting to Rs. 104.83 Lacs has been recognized in the accounts for the year

in accordance with the Accounting standard "Accounting for taxes on Income" (AS 22). The deferred tax asset in respect of gratuity and leave encashment liability has been recognized during the year in view of the sustained profitability and regular tax payouts.

4. The Company had taken 20.78 acres of land on 90 years lease w.e.f. 24.05.2007 at a premium of Rs 519.50 lacs and the premium with other capitalized cost is amortized over a period of 90 years. Monthly lease rental, lighting expenses, water charges etc are debited as revenue expenditure.

5. The Company has leased out its plant to Apollo Tyres Ltd. for a period of eight years w.e.f. 01.04.2006. The lease rent, which is renewable annually as per the lease agreement at a rate to be mutually agreed, amounting to Rs 4,000 Lacs for the year , has been credited to Profit & Loss Account.

6. The Companys operation predominantly comprises of only one segment -Income from lease of plant to Apollo Tyres Ltd as per agreement and there are no other business/ geographical segments to be reported as required under Accounting Standard (AS17) "Segment Reporting" issued by The Institute of Chartered Accountants of India.

7. Sundry Creditors and Unsecured Loans are subject to confirmation.

8. As per information available with the company

(a) Amount due to Micro, Medium & Small Enterprises - Nil (Previous year Nil )

(b) Amount due to Investor Education & Protection Fund- Nil (Previous year Nil )

(c) Amount due to Labour Welfare Fund - Nil (Previous year Nil )

9. The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service receives gratuity on leaving the Company at 15 days salary (last drawn salary) for each com- pleted year of service.

The following table summarises the components of net benefit expense recognized in the profit and loss account and amounts recognized in the balance sheet (net of reimbursement from Apollo Tyres Ltd.)

10. Previous years figures are given in brackets.

11. Previous years figures have been regrouped wherever necessary.

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Mar 31, 2010

1. Contingent Liabilities

Particulars Amount (Rs. Lacs) Amount (Rs. Lacs) 2009-10 2008-09 Sales Tax 137.56 137.56 Income Tax 254.17 211.94 Employee Liability 1.44 1.44

2. Artemis Medicare Services Ltd., a step down subsidiary of the Company has availed a loan of Rs 5,000 Lacs from State Bank of India Ernakulam & a loan of Rs 5,175 Lacs from State Bank of Mysore New Delhi. The Loan is secured by a charge over the entire fixed assets of the Company.

3. a). A deferred tax assets (Net) amounting to Rs 10.49 lacs has been recognised in the accounts for the year in accordance with the Accounting Standard "Accounting for taxes on Income" (AS 22).

The deferred tax asset in respect of gratuity and leave encashment liability has been recognised during the year in view of the sustained profitability and regular tax payouts.

4. The Company had taken 20.78 acres of land on 90 years lease w.e.f. 24.05.2007 at a premium of Rs 519.50 lacs and the premium with other capitalised cost is amortized over a period of 90 years. Monthly lease rental, lighting expenses, water charges etc are debited as revenue expenditure.

5. Extra Ordinary item represents transfer by way of gift of 15,75,500 shares held by the company in its subsidiary "Artemis Health Sciences Ltd.," to CEO of its healthcare business towards his contribution in developing health care business as part of growth and expansion plans of its subsidiary.

6. The investment in Subsidiary company Artemis Health Sciences Ltd to the extent of 5,100 equity shares of Rs 10/-each are held in the name of nominees.

7. The Company has leased out its plant to Apollo Tyres Ltd. for a period of eight years w.e.f. 01.04.2006. The lease rent, which is renewable anually as per the lease agreement at a rate to be mutually agreed, amounting to Rs 2,500 Lacs for the year, has been credited to Profit & Loss Account.

8. The Companys operation predominantly comprises of only one segment -Income from lease of plant to Apollo Tyres Ltd as per agreement and there are no other business/ geographical segments to be reported as required under Accounting Standard (AS17) "Segmental Reporting" issued by The Institute of Char- tered Accountants of India.

9. Some of the Sundry Creditors and unsecured loans are subject to confirmation.

10. As per information available with the company

(a) Amount due to Micro, Medium & Small Enterprises - Nil

(b) Amount due to Investor Education & Protection Fund- Nil

(c) Amount due to Labour Welfare Fund - Nil

11. Information pursuant to the provision of para 3 and 4 of part II of Schedule VI of the Companies Act, 1956 (Quantitative information as certified by the Management).

12. The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service receives gratuity on leaving the Company at 15 days salary (last drawn salary) for each completed year of service.

The following table summaries the components of net benefit expense recognised in the profit and loss account and amounts recognised in the balance sheet. (Net of reimbursement from Apollo Tyres Ltd.)

13. Previous years figures are given in brackets

14. Previous years figures have been regrouped wherever necessary.