P.M. Telelinnks Ltd
Directors Reports
Dear Members,
Your Directors have pleasure in presenting the 39th (Thirty Ninth) Annual
Report and the Audited Statement of Accounts for the year ended on March 31, 2019.
FINANCIAL RESULTS:
The performance during the period ended March 31, 2019 has been as under:
|
(Amount in Thousands) |
|
Current Year |
Previous Year |
| Particulars |
|
|
|
31-03-2019 |
31-03-2018 |
| Revenue from Operations |
2,28,065.44 |
1,02,414.79 |
| Other Income |
305.53 |
- |
| Total Revenue |
2,28,370.98 |
1,02,414.79 |
| Total Expenditure |
22,66,14.80 |
1,01,394.89 |
| Prior Period Adjustment |
- |
- |
| Profit / (loss) Before exceptional and extraordinary items and Tax |
1,756.17 |
1,019.90 |
| Less: exceptional and extraordinary items |
- |
- |
| Profit/ (loss) Before Taxation |
1,756.17 |
1,019.90 |
| Less: - Current Tax |
344.55 |
234.45 |
| - Tax adjustment relating to prior years |
- |
- |
| - Deferred Tax |
112.35 |
143.22 |
| Profit / (loss) After Tax |
1,299.27 |
633.23 |
REVIEW OF PERFORMANCE AND STATE OF THE COMPANY'S AFFAIRS:
During the year under review, overall performance of the Company was reasonable
considering to the sector/market conditions. The revenue of the Company increased to Rs.
22,80,65,440/- compared to Rs. 10,24,14,790/- in the previous year and the Profit after
tax for the year increased to Rs. 12,99,270/- compared to Rs. 6,33,230/- in the previous
year.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There is no change in the nature of business during the year.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
There are no material changes and commitments affecting the financial position of the
company which occurred between the end of the financial year to which the financial
statements relate and the date of the report.
DEPOSITS:
Your Company has not accepted any deposits from the Public for the year under review
under Chapter V of the Companies Act, 2013 and the rules made there under.
APPROPRIATIONS:
Transfer to Reserves
The Company has transferred Rs. 12,99,270/- to the Reserves during the financial year
2018-19.
Dividend
The company has not declared any dividend during the financial year under review.
SHARE CAPITAL:
During the year under review, the Authorized Share Capital of the company is
Rs.12,00,00,000/- divided into 1,20,00,000 Equity shares of Rs.10/- (Rupees Ten) each.
The Issued, Subscribed and Paid up Capital of the Company as on March 31, 2019 is
Rs.10,07,50,000/-divided into 1,00,75,000 Equity shares of Rs.10/- (Rupees Ten) each.
The Company has not issued any shares with differential rights and hence no information
as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.
DIRECTORS:
Appropriate resolutions for the re-appointment of Directors are being placed before you
for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid
Directors and other information have been detailed in the Notice. Your Directors recommend
their re-appointment as Directors of your Company.
Further, there were no appointments and resignation of Directors during the financial
year 2018-19.
MEETINGS OF THE BOARD:
The Board of Directors duly met 7 (Seven) times on 05.04.2018, 15.05.2018, 03.08.2018,
21.08.2018, 30.10.2018 , 12.12.2018 and 23.01.2019 in respect of which meetings, proper
notices were given and the proceedings were properly recorded and signed in the Minutes
Book maintained for the purpose.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director under
section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The Board has, on the recommendation of the Nomination & Remuneration committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.
BOARD EVALUATION:
The company believes formal evaluation of the board and of the individual directors, on
an annual basis, is a potentially effective way to respond to the demand for greater board
accountability and effectiveness. For the company, evaluation provides an ongoing means
for directors to assess their individual and collective performance and effectiveness. In
addition to greater board accountability, evaluation of board members helps in;
a. More effective board process
b. Better collaboration and communication
c. Greater clarity with regard to member's roles and responsibilities
d. Improved chairman managing directors and board relations
The evaluation process covers the following aspects:
- Self evaluation of directors
- Evaluation of the performance and effectiveness of the board
- Evaluation of the performance and effectiveness of the committees
- Feedback from the non executive directors to the chairman
- Feedback on management support to the board.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company shall through its Senior Managerial personnel familiarise the Independent
Directors with the strategy, operations and functions of the Company. The Independent
Directors will also be familiarised with their roles, rights and responsibilities and
orientation on Statutory Compliances as a Board Member.
On appointment of the Independent Directors, they will be asked to get familiarised
about the Company's operations and businesses. An Interaction with the key executives of
the Company is also facilitated to make them more familiar with the operations carried by
the Company. Detailed presentations on the business of the Company are also made to the
Directors. Direct meetings with the Chairman and the Managing Director are further
facilitated for the new appointee to familiarize him/her about the Company/its businesses
and the group practices as the case may be and link is available at the website of the
Company www.pmtele.com.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013,
with respect to Directors' Responsibility Statement, your board of directors to the best
of their knowledge and ability confirm that:
i. In the preparation of the annual accounts for the financial year ended March 31,
2019, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
ii. That the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit or loss of the company for the year under review;
iii. That the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. That the Directors have prepared the accounts for the financial year ended March
31, 2019 on a ‘going concern' basis;
v. That the Directors laid down internal financial controls for the Company and such
internal financial controls are adequate and operating effectively; and
vi. That the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and operating effectively.
CONSTITUTION OF COMMITTEES:
A. AUDIT COMMITTEE:
The Audit Committee of the Company is duly constituted as per Section 177 of the
Companies Act, 2013 and is in accordance with SEBI (LODR) Regulation, 2015. Composition
and scope of Audit Committee is provided under the Corporate Governance report annexed
herewith.
B. NOMINATION & REMUNERATION COMMITTEE CUM COMPENSATION COMMITTEE:
The Nomination & Remuneration Committee cum Compensation Committee is duly
constituted as per Section 178 of the Companies Act, 2013. Composition and scope of
Nomination & Remuneration Committee cum Compensation Committee is provided under the
Corporate Governance report annexed herewith.
C. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee is duly constituted as per the provisions of
the Companies Act, 2013. Composition and scope of Stakeholders Relationship Committee is
provided under the Corporate Governance report annexed herewith.
AUDITORS:
A. STATUTORY AUDITORS:
M/s. Gupta Raj & Co. Chartered Accountant, Mumbai (Firm Registration No. 001687N)
are proposed to be appointed as Statutory Auditors of the Company, for a term of 5 (Five)
consecutive years, who shall hold from the conclusion of this 39th Annual
General Meeting for a period of Five (5) years till the conclusion of 44th
Annual General Meeting of the Company. They have confirmed that they are not disqualified
from acting as Auditors of the Company.
B. SECRETARIAL AUDITORS:
According to the provision of section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board has appointed M/s. M&K Associates, Practicing Company Secretary Firm as
Secretarial Auditors of the Company and Secretarial Audit Report submitted by them is
enclosed as Annexure to this report.
REPLIES TO AUDITORS REPORT:
Auditors' observations are suitably explained in notes to the Accounts and are
self-explanatory.
BUSINESS RESPONSIBILITY REPORT (BRR):
Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August
13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100
listed entities based on their market capitalization on Bombay Stock Exchange Ltd and
National Stock Exchange of India Ltd as at March 31, 2012. In view of the requirements
specified, the company is not mandated for the providing the BRR and hence do not form
part of this Report.
CORPORATE SOCIAL RESPONSIBILITY:
The provision w.r.t. CSR is not applicable to the Company. Therefore, the Company has
not constituted CSR committee during the year 2018-19.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Details of loans and guarantees given and investments made under Section 186 of the Act
are provided in the Notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the related party transactions that were entered during the financial years in the
ordinary course of business of the company and were on arm length basis. There were no
materially significant related party transactions entered by the company during the year
with the promoters, directors, key managerial personnel or other persons which may have a
potential conflict with the interest of the company.
The policy on related party transactions as approved by the board of directors is
hosted on the website of the company.
Particulars of every contract or arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including
certain arm's length transactions under third proviso thereto shall be disclosed in Form
No. AOC-2 as ‘Annexure' to this report.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint Venture or Associate Company as on
March 31, 2019.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company's operations in future.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Risk Management Policy in place in the company enables the company to proactively
take care of the internal and external risks of the company and ensures smooth business
operations.
The company's risk management policy ensures that all its material risk exposures are
properly covered, all compliance risks are covered and the company's business growth and
financial stability are assured. Board of Directors decide the policies and ensure their
implementation to ensure protection of company from any type of risks.
CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC.:
Information on conservation of Energy, Technology absorption, Foreign Exchange earnings
and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 are as follows:
A. CONSERVATION OF ENERGY:
(i) Energy conservation dictates how efficiently a company can conduct its operations.
Our Company has recognized the importance of energy conservation in decreasing the
deleterious effects of global warming and climate change. The Company has undertaken
various energy efficient practices that have reduced the growth in carbon di-oxide (CO2)
emissions and strengthened the Company's commitment towards becoming an environment
friendly organisation, the step taken by the company is utilizing alternate sources of
energy;
(ii) No additional investments are made during the year under review;
B. TECHNOLOGY ABSORPTION:
Updation of Technology is a Continuous process, absorption implemented and adapted by
the Company for innovation.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
In accordance with the provisions of Section 134 of the Companies Act, 2013, read with
the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988,
the information relating to foreign exchange earnings and outgo is provided under Notes to
the Balance Sheet and Profit and Loss Account.
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return of the Company in Form No. MGT-9 for the year under report
pursuant to Section 134(3) of the Companies Act, 2013 is given as an Annexure to this
report and is available on the website of the Company www.pmtele.com.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management. The Company is following all the
applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. The internal auditor of the company checks and verifies
the internal control and monitors them in accordance with policy adopted by the company.
Even through this non-production period the Company continues to ensure proper and
adequate systems and procedures commensurate with its size and nature of its business.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of section 177 of the companies act, 2013 and the rules
framed there under and pursuant to the applicable provision of SEBI (Listing Obligations
and disclosure Requirements) Regulations, 2015 the listing agreement entered with stock
exchanges, the company has established a mechanism through which all stake holders can
report the suspected frauds and genuine grievances to the appropriate authority. The
Whistle blower policy which has been approved by the board of directors of the company has
been hosted on the website of the company viz www.pmtele.com
INTERNAL CONTROL SYSTEMS:
Your Company has well established procedures for internal control across its various
locations, commensurate with its size and operations. The organization is adequately
staffed with qualified and experienced personnel for implementing and monitoring the
internal control environment. The internal audit function is adequately resourced
commensurate with the operations of the Company and reports to the Audit Committee of the
Board.
CORPORATE GOVERNANCE:
In pursuance of Regulation 17 to 27 read with Schedule V of SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, entered into with the Stock Exchanges, a
separate Report on Corporate Governance together with a certificate from the Practicing
Company Secretary confirming compliance forms an integral part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report highlighting the industry structure and
developments, opportunities and threats, future outlook, risks and concerns etc. is
furnished separately and forms part of this report.
SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2 as
issued by ICSI (Institute of Company Secretaries of India) relating to ‘Meetings of
Board of Directors' and ‘General Meetings' respectively have been duly followed by
the Company.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 to
BSE where the Company's Shares are listed.
PARTICULARS OF EMPLOYEES:
The total numbers of Employees working in company are: 3
The particulars of the employees who are covered by the provisions contained in Rule
5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
Details provided in Annexure D.
The remuneration paid to all Key management Personnel was in accordance with
remuneration policy adopted by the company.
INDUSTRIAL RELATIONS:
The company enjoyed cordial relations with its employees during the year under review
and the Board appreciates the employees across the cadres for their dedicated service to
the Company, and looks forward to their continued support and higher level of productivity
for achieving the targets set for the future.
HUMAN RESOURCES:
Your Company treats its “human resources” as one of its most important
assets.
Your Company continuously invests in attraction, retention and development of talent on
an ongoing basis. Your Company thrust is on the promotion of talent internally through job
rotation and job enlargement
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are
covered under this policy. The provision relating to constitution of Internal Complaints
Committee is not applicable to the Company
The following is a summary of sexual harassment complaints received and disposed off
during the year 2018-19:
| • No. of complaints received: |
- NIL |
| • No. of complaints disposed off: |
- NIL |
ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the contribution made by
the employees at all levels, to the continued growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation of business
constituents, banks and other financial institutions and shareholders, of the Company for
their continued support.
|
|
For and on behalf of the Board of Directors |
|
|
P.M. Telelinnks Limited |
|
Sd/- |
Sd/- |
|
Gulabchand Pukhraj Surana |
Ravi Surana Pukhraj |
|
Managing Director |
Director |
|
DIN: 01777675 |
DIN: 01777676 |
| Date:30.08.2019 |
|
|
| Place: Secunderabad |
|
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