REPORT ON CORPORATE GOVERNANCE
PTL Enterprises Limited's governance framework enjoins the good standards of ethical and responsible conduct of business to create value for all stakeholders. It continues to focus on good corporate governance, in line with emerging national standards. It understands and respects its fiduciary role in the corporate world. Besides adhering to the prescribed corporate governance practices as per the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and Companies Act, 2013, the company voluntarily governs itself as per best standards of ethical and responsible conduct of business in all facets of its operations and in all interactions with its stakeholders, including shareholders, employees, consumers, lenders and the community at large.
This report, along with the report on Management Discussion and Analysis and additional shareholders information provides the details of implementation of the corporate governance code by your company as contained in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013.
CORPORATE GOVERNANCE PHILOSOPHY
Corporate governance philosophy of PTL Enterprises Limited brings direction and control to the affairs of the company in a fashion that ensures optimum return for stakeholders. Corporate governance is a broad framework which defines the way company functions and interacts with its environment. It is compliance with laws and regulations in each of the areas the company operates in, leading to effective management of the organisation.
The company is guided by a key set of values for all its internal and external interactions.
Simultaneously, in keeping with the best practices, your company seeks to execute the practices of corporate governance by maintaining strong business fundamentals and by delivering high performance through relentless focus on the following:
(a) Transparency by classifying and explaining the company's policies and actions to those towards whom it has responsibilities, including its employees. This implies the maximum possible disclosures without hampering the interests of the company and those of its shareholders.
(b) Accountability is a pillar, where there cannot be a compromise in any aspect of accountability and full responsibility, even as the management pursues profitable growth for the Company.
(c) Professionalism ensures that management teams at all levels are qualified for their positions, have a clear understanding of their roles and are capable of exercising their judgment, keeping in view the company's interests, without being subject to undue influence from any external or internal pressures.
(d) Trusteeship brings into focus the fiduciary role of the management to align and direct the actions of the organisation towards creating wealth and shareholder's value in the company's quest to establish a global network, while abiding with global norms and culture.
BOARD OF DIRECTORS
Composition of the Board
As on March 31, 2016, PTL's composition of the Board is in conformity with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 enjoining specified combination of four Independent & four Non Independent Directors (including a woman Director and a Nominee Director by Govt. of Kerala). The Board is chaired by non-executive promoter Director.
Number of Board Meetings
Minimum four prescheduled Board meetings are held every year. Additional meetings are held to address specific needs of the Company. During the financial year 2015-16 the board of Directors met four times on- 12.05.2015, 10.08.2015, 06.11.2015 and 02.02.2016. The maximum gap between any two meetings was less than one hundred and twenty days, as stipulated under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Shareholding of Non-Executive Directors
Mr. Onkar S Kanwar, non-executive promoter Director is holding 2500 equity shares of Rs. 2/- each in the Company. None of the other Directors hold any shares in the Company.
As mandated under Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors on PTL's Board:
a. Are persons of integrity and possess relevant expertise and experience;
b. (i) Are not a promoter of the company or its holding, subsidiary or associate company;
(ii) Are not related to promoters or directors in the company, its holding, subsidiary or associate company;
c. Apart from receiving director's remuneration, have no material pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;
d. None of their relatives have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;
e. Neither themselves nor any of their relatives —
(i) hold or have held the position of a key managerial personnel or are or have been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which they are proposed to be appointed;
(ii) are or have been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which they are proposed to be appointed, of—
a) a firm of auditors or company secretaries in practice or cost auditors of the company or its subsidiary or associate company; or
b) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary associate company amounting to ten per cent or more of the gross turnover of such firm;
(iii) hold together with their relatives two per cent or more of the total voting power of the company; or
(iv) is a Chief Executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company;
(v) is a material supplier, service provider or customer or a lessor or lessee of the company; f. is not less than 21 years of age.
Performance evaluation of Independent Directors
The Board of Directors upon recommendation of Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Board of the Company, its Committees and the individual Board members, including Independent Directors.
In compliance with Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluations of all the Independent Directors have been done by the entire Board, excluding the director being evaluated.
On the basis of the performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.
Separate Meeting of the Independent Directors
The Independent Directors of the Company met separately on 29th March, 2016 without the presence of Non-Independent Directors and the members of management. The meeting was conducted informally to enable the Independent Directors to discuss matters pertaining to the Company's affairs and put forth their combined views to the Board of Directors of the Company. In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 following matters were, inter alia, discussed in the meeting:
• Performance of Non-Independent Directors and Board as a whole.
• Performance of the Chairman of the Company after taking into consideration the views of Directors.
• Assessment of the quality, quantity and timeliness of flow of information between the company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Familiarization Programme for the Independent Directors
The Company conducts Familiarization Programme for the Independent Directors to provide them an opportunity to familiarize with the Company, its management and its operations so as to gain a clear understanding of their roles and responsibilities and contribute significantly towards the growth of the Company. They have full opportunity to interact with senior management personnel and are provided all the documents required and sought by them for enabling them to have a good understanding of the Company, its various operations and the industry of which it is a part.
Board Membership Criteria
The Nomination and Remuneration Committee in consultation with directors/ others determine the appropriate characteristics, skills and experience for the Board as a whole, as well as its individual members. The selection of Board members is based on recommendations of the Nomination and Remuneration Committee.
The skill profile of independent board members is driven by the key performance indicators defined by the Board, broadly based on:
• Independent corporate governance
• Guiding strategy and enhancing shareholders' value
• Monitoring performance, management development & compensation
• Control & compliance
The constitution of the Board is as follows:
A Promoter Non Executive Director/ Chairman, Three Non Executive Directors, Four Non Executive Independent Directors (including a woman Director) constituting at least 50% of the Board.
Profile of the Management
The detailed profile of the company management is linked with the company's website at <http://www.ptlenterprise.com/pdf/Management-Profile.pdf>
Commitment to ethical professional conduct is a must for every employee, including Board members and senior management personnel of PTL Enterprises Limited. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also forms part of the Code of Conduct.
The Code of Conduct is available on the website of the Company www.ptlenterprise.com All Board members and senior management personnel affirm compliances with the Code of Conduct annually. A declaration signed by the Chairman to this effect is placed at the end of this report.
COMMITTEES OF THE BOARD
PTL has five Board level committees:
A) Audit committee,
B) Nomination and Remuneration committee,
C) Corporate Social Responsibility committee,
D) Risk Management Committee, and
E) Stakeholders Relationship committee.
The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference for members of various committees. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance, are provided below.
A) AUDIT COMMITTEE
As on March 31, 2016, the Audit committee comprises of the following 3 Members:
1. Mr. U.S. Anand (Chairman)
2. Mr. Neeraj Kanwar
3. Mr. B.K.Singh
The KMP responsible for the finance function, the internal auditors are permanent invitees to the Audit committee. Mr. Pradeep Kumar, Company Secretary, is Secretary to the committee.
All members of the Audit committee have accounting and financial management expertise. The Chairman of the committee attended the Annual General Meeting (AGM) held on 10.08.2015 to answer shareholders" queries.
Terms of reference of Audit committee:
1. Oversight of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board the appointment, re-appointment, terms of appointment/ reappointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees/remuneration.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the Management, the annual financial statements before submission to the Board for approval, with particular reference to:
i. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of sub section (5) of section 134 of the Companies Act, 2013.
ii. Changes, if any, in accounting policies and practices and reasons for the same.
iii. Major accounting entries involving estimates based on the exercise of judgment by the Management.
iv. Significant adjustments made in the financial statements arising out of audit Findings.
v. Compliance with listing and other legal requirements relating to financial statements.
vi. Disclosure of any related party transactions.
vii. Qualifications in the draft audit report.
5. Review/examine, with the Management, the quarterly/year to date financial statements and auditor's report thereon, before submission to the Board for approval.
6. Reviewing with the Management, the financial statements of subsidiaries and in particular the investments made by each of them.
7. Reviewing/Monitoring, with the Management, the statement of uses/application/end use of funds raised through an issue (public issue, rights issue, preferential issue, etc.) and related matters, the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of the proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
8. Reviewing/evaluating, with the Management, performance of statutory and internal auditors, internal financial controls, risk management system and adequacy of the internal control systems.
9. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
10. Discussion with internal auditors any significant findings and follow ups there on.
11. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
12. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.
13. To look into the reasons for substantial defaults in payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
14. To review the functioning of the Whistle- Blower mechanism.
15. Approval of appointment of CFO (i.e. the whole time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.
16. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
17. Review and monitor the Auditor's independence, performance and effectiveness of Audit process.
18. Approval or any subsequent Modification of transactions of the company with related parties.
19. Scrutiny of inter- corporate loans and investments.
20. Valuation of undertakings or assets of the Company, wherever it is necessary. The Audit committee is empowered, pursuant to its terms of reference to:
• Investigate any activity within its terms of reference and to seek any information it requires from any employee.
• Obtain legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise, wherever considered necessary.
PTL has systems and procedures in place to ensure that the Audit committee mandatorily reviews:
• Management discussion and analysis of financial conditions and results of operations.
• Statement of significant related party transactions (as defined by the Audit committee), submitted by management.
• Management letters / letters of internal control weaknesses issued by the statutory auditors.
• Internal audit reports relating to internal control weaknesses.
• Appointment, removal and terms of remuneration of the internal auditor.
• The uses/applications of funds raised through public issues, rights issues, preferential issues by major category (capital expenditure, sales and marketing, working capital, etc), as part of the quarterly declaration of financial results (whenever applicable).
• On an annual basis, statement certified by the statutory auditors, detailing the use of funds raised through public issues, rights issues, preferential issues for purposes other than those stated in the offer document/prospectus/notice (whenever applicable).
Role of Internal Auditor
PTL Enterprises has an adequate Internal Control framework, which has been instituted considering the nature, size and risk in the business. The framework comprises, inter alia, of a well-defined organisation structure, roles and responsibilities, documented policies and procedures etc. Information Technology policies and processes were also updated to ensure that they satisfy the current business needs. This is complemented by a management information and monitoring system, which ensures compliance to internal processes, as well as with applicable laws and regulations. The operating management is not only responsible for revenue and profitability, but also for maintaining financial disciple and hygiene.
In order to ensure efficient Internal Control systems, the Company also has a well established independent in-house Internal Audit function that is responsible for providing, assurance on compliance with operating systems, internal policies and legal requirements, as well as, suggesting improvements to systems and processes. The Internal Audit has a well laid down internal audit methodology, which emphasis on risk based internal audits using data analytics and tools.
Mr. Praveen Moon, the Internal Auditor prepares a rolling annual internal audit plan, comprising of operational, financial, compliance and information systems audits. The audit plan for the year is reviewed and approved by the Audit Committee at the beginning of each financial year.
B) NOMINATION AND REMUNERATION COMMITTEE
As on March 31, 2016, the Nomination and Remuneration Committee comprises of the following 4 Members:
1. Mr. U.S. Anand (Chairman)
2. Mr. Onkar S Kanwar
3. Mr. Neeraj Kanwar
4. Mr. B.K.Singh
The roles and responsibilities of the committee include the following:
1. Formulate the criteria for determining qualifications, positive attributes and independence of a director.
2. 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.
3. Formulate the criteria for evaluation of director's and Board's performance and to carry out the evaluation of every director's performance.
4. Devising a policy on Board diversity.
5. To decide the remuneration of consultants engaged by the Committee.
6. 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
7. Considering, approving and recommending to the Board changes in designation and increase in salary of the Directors, KMP and otheremployees.
8. Framing the Employees Share PurchaseScheme/Employees Stock Option Scheme and recommending the same to the Board/ shareholders for their approval and implementing/administering the scheme approved by the shareholders.
9. Suggesting to Board/ shareholders changes in the ESPS/ ESOS.
Non-Executive Directors (including Independent Directors)
All the non executive directors including the Independent Directors only received the sitting fees during the F.Y. 2015-16.
In accordance with the relevant provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following Policies/ Framework have been adopted by the Board upon recommendation of the Nomination and Remuneration Committee:
1. Remuneration Policy relating to remuneration of Directors, Key Managerial Personnel and other employees.
2. Frame work for evaluation of the Board, its committees and individual Board members including Independent Directors.
3. Policyon appointment of Board Members.
The Remuneration Policy and the evaluation criteria have been disclosed in the Director's Report which forms part of the Annual Report.
C) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As on March 31,2016, the Corporate Social Responsibility (CSR) committee consists of the following members:
1. Mr. OnkarS Kanwar (Chairman)
2. Mr. Harish Bahadur
The role of Corporate Social Responsibility (CSR) committee is as under:-
(a) Formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company in compliance with the Companies Act, 2013 and rules there under.
(b) Recommend the amount of expenditure to be incurred on the activities as above, and
(c) Monitor the CSR Policy of the company from time to time. the company has formulated the CSR Policy in line with schedule VII of the Companies Act, 2013.
CSR Policy of the Company
The CSR activities shall be focused not just around the plants and offices of the company, but also in other geographies based on the needs of the communities. The key focus areas where special Community Development programmes would be run are:
1 General health awareness camp in community
2 Project on substance abuse in Community
3 Anemia control project among women & adolscent girls in Kalamassery
4 Skill building & income generation projects for the community
5 Terrace farming project in Kalamassery Ward VII
6 Community solid waste management project; Baseline
7 Clean drinking water testing
8 Organic farming in Kalamassery
9 Biodiversity enhancement project in Kalamassery
10 Biodiversity Day in Kalamassery
The formal CSR policy of the Company is available on the website of the Company www.ptlenterprise.com.
D) RISK MANAGEMENT COMMITTEE
As on March 31, 2016, the Risk Management Committee consists of the following members:
1. Mr. Onkar S Kanwar (Chairman)
2. Mr. Harish Bahadur
3. Mr. U.S. Anand
D) RISK MANAGEMENT COMMITTEE
As on March 31, 2016, the Risk Management Committee consists of the following members:
1. Mr. Onkar S Kanwar (Chairman)
2. Mr. Harish Bahadur
3. Mr. U.S. Anand
The role of the committee is as under:-
1. Preparation of Risk Management Plan, reviewing and monitoring the same on regular basis.
2. To update Risk Register on quarterly basis.
3. To review critical risks identified.
4. To report key changes in critical risks to the Board.
5. To report critical risks to Audit Committee in detail.
6. To perform such other functions as may be deemed or prescribed fit by the Board.
E) STAKEHOLDERS' RELATIONSHIP/GRIEVANCES COMMITTEE
As on March 31, 2016, the Stakeholders Relationship/Grievances committee consists of the following members:
1. Mr. Onkar S. Kanwar (Chairman)
2. Mr. Neeraj Kanwar
3. Mr. Harish Bahadur
4. Mr. U.S. Anand
Mr. Pradeep Kumar, Company Secretary, is the Compliance Officer.
The Committee ensures cordial investor relations and oversees the mechanism for redressal of investors' grievances. The committee specifically looks into redressing shareholders'/ investors' complaints/ grievances pertaining to share transfers, non-receipts of annual reports, non- receipt of dividend and other allied complain.
The Committee performs the following functions:
• Transfer/ transmission of shares.
• Split up/ sub-division and consolidation of shares.
• Dematerialization/ rematerialization of shares.
• Issue of new and duplicate share certificates.
• Registration of Power of Attorneys, Probate, Letters of transmission or similar other documents.
• To open/ close bank account(s) of the Company for depositing share/ debenture applications, allotment and call monies, authorize operation of such account(s) and issue instructions to the Bank from time to time in this regard.
• To look into redressal of shareholders' and investors' complaints like transfer of shares, non- receipt of annual report, non- receipt of declared dividends, etc.
• Any allied matter(s) out of and incidental to these functions and not herein above specifically provided for.
INVESTOR GRIEVANCE REDRESSAL
During the Financial Year 2015-16, no complaints were received relating to services from the investors.
In order to provide efficient services to investors, and for speedy redressal of the complaints, the Board of directors has delegated the power of approving transfer and transmission of shares and other matters like split up / sub-division and consolidation of shares, issue of new certificates on re-materialization, sub-division, consolidation and exchange, subject to a maximum of 10000 shares per case, to the Company Secretary and the Registrar & Share Transfer Agent.
SUBSIDIARY COMPANIES - MONITORING FRAMEWORK
The Audit Committee of the Company reviews the financial statements, in particular the investments made by all unlisted subsidiary companies. Significant issues pertaining to subsidiary companies are also discussed at Audit Committee meetings. A summarised statement of important matters reflecting all significant transactions and arrangements entered into by the subsidiary companies, are placed before the Board of Directors of the Company and are duly noted by them. The performance of all its subsidiaries is also reviewed by the Board periodically
Management Discussion and Analysis
The Annual Report has a detailed chapter on Management Discussion and Analysis, which forms part of this report.
Related Party Transactions
The Company has formulated a Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions, in accordance with relevant provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy has been disclosed on the website of the Company at www.ptlenterprise.com
All Related Party Transactions are approved by the Audit Committee prior to the transaction. Related Party Transactions of repetitive nature are approved by the Audit committee on omnibus basis for one financial year at a time. All omnibus approvals are reviewed by the Audit Committee on a quarterly basis.
a) During the Financial Year 2015-16, Lease Agreement dated 01.05.2012 with Apollo Tyres limited, for a period of Eight years from 01.04.2014 to 31.03.2022, on the lease rental of Rs. 40 Crore per annum was ratified by the shareholders and the Lease Rental of Rs. 40 Crore p.a. was enhanced to Rs. 50 Crores p.a. w.e.f. 1st September, 2015 by Apollo Tyres Limited (Lessee, which is a related party to the company) for the remaining period of lease agreement.
b) During the Financial Year 2015-16, Lease Agreement entered between Artemis Medicare Services Ltd. (AMSL) and the company for leasing of some medical equipments expired on 31st August, 2015. AMSL proposed to purchase the underlying equipment post expiry of aforesaid lease agreement at fair market value to be arrived at an arm's length basis and certified by independent valuer/ Chartered Accountant. The equipments were sold at a price of Rs. 2.77 Crores which was at the arms length basis.
Your Directors also approved, during the Financial year 2015-16, the proposal for leasing of some medical equipments to Artemis Medicare Services Ltd. (AMSL), subsidiary company, for installing in the hospital at Gurgaon. The aggregate value of the instruments was around Rs. 2.08 Crores. As per Lease agreement, the lease tenure would be for 3 years effective from 15th March, 2016 in respect of some class of equipments and 29th March, 2016, in respect of other class of equipments and rent payable by Artemis Medicare Services Ltd. (AMSL) to PTL Enterprises Limited would be Rs. 10.20 Lacs per quarter in aggregate. The Lease rent payable by AMSL has been determined at arm's length basis.
A confirmation as to material Related Party Transactions as per SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, is sent to the Stock Exchanges along with the quarterly compliance report on Corporate Governance.
Disclosures by Senior management & KMPs
The senior management personnel make disclosures to the Board periodically regarding
• their dealings in the Company's share; and
• all material financial and commercial and other transaction with the Company where they have personal interest, stating that the said dealings and transactions, if any, had no potential conflict with the interests of the Company at large.
The material, financial and commercial transactions where Key Management Personnel have personal interest forms part of the disclosure on related parties referred to in Notes to Annual Accounts, which were reported to the Board of Directors.
Disclosure of accounting treatment in preparation of financial statements
The Company has followed prescribed accounting standards as laid down by the Institute of Chartered Accountants of India (ICAI) in preparation of its financial statements.
Details of non-compliance by the Company
PTL has complied with all the requirements of regulatory authorities. No penalties/strictures were imposed on the Company by stock exchanges or SEBI or any statutory authority on any matter related to capital market during the last three years.
Company is regular in filing all the required documents as per SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015. The company has also complied with the requirements specified in Regulation 17 to 27 relating to corporate Governance under SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015. In terms of the provisions of the Regulation 46 of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 and companies Act, 2013, Company has maintained proper working website and has uploaded all the required documents.
Code for prevention of insider-trading practices
In compliance with the SEBI regulations for Insider Trading and the provisions of Companies Act, 2013, the Company has formulated a comprehensive code of conduct for Prevention of Insider Trading, for its management and staff. The Code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with the shares of PTL, and cautioning them of the consequences of violations. The Company Secretary has been appointed as the Compliance Officer.
The Company has also formulated a Code of Conduct for Prevention of Insider Trading and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015
Disclosure in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015
There are no inter-se relationships between the Board members except Mr. Onkar S. Kanwar and Mr. Neeraj Kanwar being father and son.
Whistle-Blower Policy / Vigil Mechanism
The Company promotes ethical behaviour in all its business activities and in line with the best international governance practices, PTL has established a system 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 Company has set up a Direct Touch initiative, under which all directors, employees / business associates have direct access to the Chairman of the Audit committee. The Whistle-Blower Protection Policy aims to:
• Allow and encourage stakeholders to bring to the management notice concerns about unethical behavior, malpractice, wrongful conduct, actual or suspected fraud or violation of policies.
• Ensure timely and consistent organizational response.
• Build and strengthen a culture of transparency and trust.
• Provide protection against victimization.
The above mechanism has been appropriately communicated within the Company across all levels and has been displayed on the Company's intranet as well as on the Company's website www.ptlenterprise.com
Prevention of Sexual Harassment Policy
The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" the Company has in place a formal policy for prevention of sexual harassment of its women employees.
The CEO and CFO Certification on the financial statements, as per Regulation 17(8) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached at the end of this report.
Legal Compliance Reporting
The Board of Directors reviews in detail, on a quarterly basis, the report of compliance with respect 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.
MEANS OF COMMUNICATION WITH SHAREHOLDERS
Financial Results: PTL recognizes communication as a key element of the overall Corporate Governance framework, and therefore emphasizes on prompt, continuous, efficient and relevant communication to all external constituencies. All the company information are normally published in the Financial Express and in a Malayalam language newspaper in the State of Kerala.
Full version of the Annual/ Quarterly, Results, Report etc. for FY 2015-16 containing inter-alia, audited Financial Statements, Directors Report (including Management Discussion and Analysis, Corporate Governance Report, Business Responsibility Report) was sent via email to all shareholders who have provided their email ids and is also available at the Company's website at www.ptlenterprise.com
Website: The Company's website www.ptlenterprise.com contains a separate section 'Investor Centre' for use of investors. The quarterly, half yearly and annual financial results, official news releases and presentations made to institutional investors and to analysts are promptly and prominently displayed on the website. Annual Reports, Quarterly Corporate Governance Report, Shareholding Pattern and other Corporate Communications made to the Stock Exchanges are also available on the website. Annual Report of subsidiary companies are also posted on the website.
Communication to shareholders on email: As mandated by the Ministry of Corporate Affairs (MCA) documents like Notices, Annual Report, ECS advices for dividends, etc. were sent to the shareholders at their email address, as registered with their Depository Participants/ Company/ RTA. This helped in prompt delivery of document, reduce paper consumption, save trees and avoid loss of documents in transit.
NEAPS (NSE Electronic Application Processing system) and BSE Corporate Compliance & Listing centre:
NSE and BSE have developed web based applications for corporates. Periodical compliances like financial results, Shareholding Pattern and Corporate Governance Report, etc are also filed electronically on NEAPS/ BSE Listing centre portal.
SCORES (SEBI complaints redressal system): SEBI processes investor complaints in a centralized web based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge compliant against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide clarifications online through SEBI.
Exclusive email ID for investors: The Company has designated the email id firstname.lastname@example.org exclusively for investor servicing, and the same is prominently displayed on the Company's website www.ptlenterprise.com
Investor Relations (IR) at PTL aims at providing accurate, transparent and timely information to the investors and serves as a bridge for two-way communication. All efforts are made to provide efficient services to the shareholders. Every important information is displayed at the company's website, www.ptlenterprise.com
.) Risk Management Committee
b.) Reporting of Internal Auditors (The Internal Auditors ofthe Company report directlyto the Audit Committee.) ADDITIONAL SHAREHOLDER INFORMATION Company Registration Details
The Company is registered in the State of Kerala, India. The Corporate Identification Number (CIN) allotted by the Ministry ofCorporateAffairs (MCA)isL25111KL1959PLC009300.
Annual General Meeting
Venue: Willington Hall, Vivanta Malabar (Taj), Willington Island,Kochi- 682009 (Kerala).
Financial year: April 1 to March 31
For the financial year ended March 31,2016, results were announced on:
• Third Quarter-02.02.2016
• Fourth Quarter and Annual-11.05.2016
For the financial year ending March 31,2017, results will be announced by:
• First Quarter - (Tentative) -14.08.2016
• Half Yearly-(Tentative)-14.11.2016
• Third Quarter - (Tentative)-14.02.2017
• Fourth Quarter and Annual - (Tentative)- 30.05.2017
The dates of Book Closure are from the 28th July, 2016 to the 8th August, 2016 inclusive of both days.
Final Dividend of Re. 1 per equity share for the financial year 2015-16 has been recommended by the Board of Directors to shareholders for their approval.
Dates of Transfer of Unclaimed Dividend
Pursuant to Section 205A of the Companies Act, 1956, unclaimed dividend for the financial year 2007-2008 (Interim) was transferred to the general revenue account of the Central Government/investor education and protection fund (IEPF) established by the Central Government on 26.08.2015. The unclaimed dividend for the financial year 2008-2009 is to be transferred to the general revenue account of the Central Government/investor education and protection fund (IEPF) established by the Central Government. The dividends for following years, which remain unclaimed for seven years, will be transferred to IEPF in accordance with the schedule given below. Shareholders who have not encashed their dividend warrants relating to the dividends specified below are requested to immediately send their request for issue of duplicate warrants. The details of unclaimed dividends upto the financial year ended 31.03.2015 are also available on the website of the Company www.ptlenterprise.com Once unclaimed dividend is transferred to IEPF, no claim shall lie in respect thereof with the Company.
Unclaimed/ Undelivered Share Certificates
As per the provisions of clause 5A of the Listing Agreement, the unclaimed shares lying in the possession of the Company are required to be dematerialized and transferred into a special demat account held by the Company. Accordingly unclaimed shares lying with the Company have been transferred and dematerialized in a 'Unclaimed Suspense Account" of the Company. This account is being held by the Company purely on behalf of the shareholders entitled for these shares.
It may also be noted that all the corporate benefits accruing on these shares like bonus, split etc., if any, shall also be credited to the said "Unclaimed Suspense Account" and the voting rights on these shares shall remain frozen until the rightful owner has claimed the shares.
Shareholders who have not yet claimed their shares are requested to immediately approach the Registrar & Transfer Agents of the company by forwarding a request letter duly signed by all the joint holders furnishing self attested copies of their complete postal address along with PIN code, a copy of PAN card & proof of address and for delivery in demat form, a copy of Demat Account - Client Master Report duly certified by the Depository Participant (DP) and a recent Demat Account Statement, to enable the Company to release the said shares to the rightful owner.
At present, the equity shares of the Company are listed at Bombay Stock Exchange Ltd. (*BSE) and the National Stock Exchange of India Ltd. (**NSE). The annual listing fees for the financial year 2015-2016 to NSE and BSE has been paid.
*BSE- Bombay Stock Exchange Ltd Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001
**NSE- National Stock Exchange of India Ltd Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai - 400051
PTL's Stock Exchange codes-
ISIN No : INE034D01031
BSE Stock Code : PTL
NSE : PTL
Equity Evaluation during the year
As on March 31, 2016 the paid up equity share capital of the Company was Rs. 132377000 /- consisting of 66188500 equity shares of Rs. 2/- each.
Dematerialization of Shares and Liquidity
Trading in equity shares of the Company in dematerialized form became mandatory from May 31, 1999. To facilitate trading in demat form, in India, there are two depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). PTL has entered into agreement with both these depositories. Shareholders can open their accounts with any of the Depository Participant registered with these depositories.
• As on March 31, 2016, 95.60% shares of the Company were held in dematerialized form.
• The equity shares of the Company are frequently traded at Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd.
Dematerialization of Shares
For convenience of shareholders, the process of getting the shares dematerialized is given hereunder:
a) Demat account should be opened with a depository participant (DP).
b) Shareholders should submit the dematerialization request form (DRF) along with share certificates in original, to their DP.
c) DP will process the DRF and will generate a dematerialization request number (DRN).
d) DP will submit the DRF and original share certificates to the Registrar and Transfer Agents (RTA), which is Alankit Assignments Limited.
e) RTA will process the DRF and confirm or reject the request to DP/ depositories.
f) Upon confirmation of request, the shareholder will get credit of the equivalent number of shares in his demat account maintained with the DP.
Consolidation of folios and avoidance of multiple mailing
In order to enable the company to reduce costs and duplicity of efforts for providing services to investors, members who have more than one folio in the same order of names, are requested to consolidate their holdings under one folio. Members may write to the Registrar & Transfer Agents indicating the folio numbers to be consolidated along with the original shares certificates to be consolidated.
Registrar and Transfer Agent
Securities and Exchange Board of India (SEBI), through its Circular No. D& CC/FITTC/CIR-15/2002 dated December 27,
2002, has made it mandatory for all work related to share registry, both in physical and electronic form, to be handled either wholly 'in-house' by companies or wholly by a SEBI-registered external registrar and transfer agent. PTL had appointed MCS Limited as its Registrar and Transfer agent in 1994 for both segments, much before this was mandated by SEBI. The Company has subsequently appointed Alankit Assignments Limited as its Registrar. Details of the Registrar and Transfer Agent are given below-
Alankit Assignments Limited Alankit Heights, 1E/13, Jhandewalan Extension, New Delhi - 110055 INDIA Tel: + 91-11- 42541234 / 42541958 Fax: + 91-11-42541201 / 23552001 Email: email@example.com Website: www.alankit.com
Share Transfer System
All share transfer and other communications regarding share certificates, change of address, dividends, etc should be addressed to Registrar and Transfer Agents.
Stakeholders Relationship Committee is authorized to approve transfer of shares in the physical segment. The committee has delegated authority for approving transfer and transmission of shares and other related matters to the authorized officers of the Company. Such transfers take place on weekly basis. A summary of all the transfers/ transmissions etc. so approved by authorized officers of the Company is placed at every committee meeting. All share transfers are completed within statutory time limit from the date of receipt, provided the documents meet the stipulated requirement of statutory provisions in all respects. The Company obtains from a Company Secretary in practice half yearly certificate of compliance with the share transfer formalities as required under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, and files a copy of the same with the Stock Exchanges.
Reconciliation of Share Capital Audit
As stipulated by SEBI, a qualified Company secretary in practice conducts the Reconciliation of Share Capital Audit of the Company for the purpose of reconciliation of total admitted capital with the depositories, i.e. NSDL and CDSL, and the total issued and listed capital of the Company.
The Company secretary in practice conducts such audit in every quarter and issues a Reconciliation of Share Capital Audit Certificate to this effect to the Company. A copy of such audit report is submitted to the stock exchanges, where the Company's shares are listed and is also placed before the Board.
Company's Registered Office Address
6th Floor, Cherupushpam Building, Shanmugham Road, Kochi - 682031, Kerala Tel: 0484 - 2381808/ 2381895 Fax: 0484 - 2370351
Company's New Registered office Address effective from 1st June, 2016.
3rd Floor, Areekal Mansion, Near Manorama Junction, Panampilly Nagar, Kochi- 682036 Tel: 0484-4012046/ 4012047 Fax: (0484) - 4012048
I Kerala Kalamassery, Alwaye, Kerala - 6831041
ADDRESS FOR CORRESPONDENCE
For share transfer / dematerialisation of shares, payment of dividend and any other query relating to the shares
Alankit Assignments Limited Alankit Heights, 1E/13, Jhandewalan Extension, New Delhi - 110055. INDIA Tel: + 91-11- 42541234 / 42541958 Fax: + 91-11-42541201 / 23552001 Email: firstname.lastname@example.org Website: www.alankit.com
Chief Compliance Officer
Mr. Pradeep Kumar Company Secretary, PTL Enterprises Ltd, Apollo House, 7, Institutional Area, Sector 32, Gurgaon - 122001. Tel: 0124 - 2383002, 2383003 Fax: 0124 - 2383021, 2383017