P.M. Telelinnks Ltd
Directors Reports
Dear Members,
Your Directors have pleasure in presenting their 41st Annual
Report on the business and operations of your company for the financial year ended March
31st, 2021.
Financial Results
The financial performance of the Company for the financial year ended
March 31, 2021 is summarized below:
(Rs. In thousands)
| Particulars |
2020-21 |
2019-20 |
| Revenue from operations |
146,074.67 |
3,86,045.36 |
| Other Income |
- |
- |
| Total Revenue |
146,047.67 |
3,86,045.36 |
| Total Expenditure |
145,222.10 |
383696.15 |
| Profit/(Loss) before exceptional and extra-ordinary items
and taxes |
852.57 |
2349.22 |
| Exceptional Items |
- |
- |
| Tax Expense |
|
|
| Current Tax |
214.57 |
514.49 |
| Deferred Tax |
157.12 |
486.84 |
| Profit/(Loss) after Tax |
480.44 |
1347.88 |
| Earnings per equity shares in Rs. |
0.05 |
0.13 |
Review of Performance and state of the company's affairs
During the year under review, the overall performance of the Company
was reasonable considering to the sector/market conditions. The earnings from operations
reduced to Rs. 146,074.67 from the previous year of Rs.3,86,045.36. Simultaneously, profit
of the company was reduced to Rs. 480.44/- from the previous year Rs. 1347.88/- due to
Covid-19 pandemic.
Dividend
In view of the planned business growth, your Directors deem it proper
to preserve the resources of the Company for its activities and therefore, do not propose
any dividend for the Financial Year ended 31st March, 2021.
Reserves
There were no transfers to Reserves during the financial year 2020-21.
Share Capital
During the year under review, there has been no change in the Share
Capital of the Company.
The Authorised Share Capital of the company is Rs. 12,00,00,000/-
(Twelve Crore) divided into 1,20,00,000 equity Shares of Rs. 10./- each.
The Issued, Subscribed and Paid up Capital of the Company as on 31st
March, 2021 is Rs. 10,07,50,000 (Ten Crore Seven Lakhs Fifty thousand) divided into
1,07,50,000 Equity Shares of Rs. 10./- 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 Companies Act, 2013
read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.
Listing
The Securities Exchange Board of India (SEBI), on September 02nd
2015, has issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
with an aim to consolidate and streamline the provisions of listing agreement for
different segments of capital market to ensure better enforceability. The said regulations
were effective from December 1st, 2015. Accordingly, all listed entities were
required to enter into the Listing Agreement within 6 months from the effective date. The
Company entered into listing agreement with the National Stock Exchange limited and BSE
Limited.
The Company confirms that it has paid the Annual Listing Fees for the
year 2020-21 BSE where the Company's Shares are listed.
Directors & its board meetings:
During the period under review, the board is duly constituted and
following changes were took place:
a. Mr. Gulabchand Pukhraj Surana, was appointed as CEO of the company
w.e.f 05th September, 2020.
b. Mr. Patlolla Laxmi Kanth Reddy was appointed as Independent Director
of the company by shareholders w.e.f 07th March, 2020
c. Mr. Amish Bharat Kadakia was re-appointed as Independent Director of
the company by shareholders w.e.f 30th September, 2020
d. Mr. Gulabchand Pukhraj Surana, has been ceased as CEO of the company
due his sudden demise on 14th March, 2021.
The following is the composition of the board of Directors of the
company as on 31.03.2021:
1. Mr. Ravi Surana Pukhraj - Executive Director
2. Ms. Venkata Surya Sri Lakshmi Malapaka - Non-Executive Director
3. Mr. Kadakia Amish Bharat - Non-Executive Independent Director
4. Mr. Patlolla Laxmi Kanth Reddy - Non-Executive Independent Director
PROPOSED APPOINTMENTS
1. Ms. Venkata Surya Sri Lakshmi Malapaka who was liable to retire by
rotation was proposed to be appointed as director of the company in this Annual general
meeting of the company.
2. Mr. Ravi Surana Pukhraj as Managing Director and CEO of the company
for the period of 5 years
Number of meetings of the board:
The Board has duly met 5 times during the period under review. Meetings
were held on 31.07.2020, 05.09.2020 14.09.2020, 04.11.2020, 12.02.2021. The gap between
any two Board Meetings is within the period prescribed by the Companies Act, 2013 and
Listing Agreement.
Declarations by Independent Directors:
The Company has received declarations form the Independent Director
under Section 149(6) of the Companies Act, 2013 confirming their independence vis--vis
the Company.
Board evaluation and assessment:
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 members 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 www.pmtele.in.
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:
a. in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently
and the Directors made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at 31st
March, 2021 and of the profit/loss of the Company for that year;
c. proper and sufficient care was taken for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going
concern basis;
e. internal financial controls have been laid down to be followed by
the Company and that such internal financial controls are adequate and were operating
effectively;
f. proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively;
Constitution and Composition of Committees
The Audit Committee of the company is duly constituted as per section
177 of the companies act, 2013. Composition and Scope of Audit Committee is provided under
the Corporate Governance report annexed herewith.
Audit Committee
1. Mr. Kadakia Amish Bharat - Chairman
2. Mr. Patlolla Laxmi Kanth Reddy - Member
3. *Mr. Ravi Surana Pukhraj - Member
*Mr. Ravi Surana Pukhraj was appointed as member of Audit Committee
w.e.f 15.04.2021 due to sudden demise of Mr. Gulabchand Pukhraj Surana, on 14th
March, 2021 who was member of the above mentioned committee.
COMMITTEES OF THE BOARD:
The Nomination & Remuneration Committee along with Stakeholders
Relationship committee is constituted as per the applicable provisions and its composition
is as follows:
Nomination & Remuneration Committee cum Compensation Committee
1. Mr. Kadakia Amish Bharat - Chairman
2. Mr. Patlolla Laxmi Kanth Reddy - Member
3. Ms. Malapaka Venkata Surya Lakshmi - Member
Stakeholders Relationship Committee
1. Mr. Kadakia Amish Bharat - Chairman
2. Mr. Patlolla Laxmi Kanth Reddy - Member
3. *Mr. Ravi Surana Pukhraj - Member
*Mr. Ravi Surana Pukhraj was appointed as member of Stakeholders
Relationship committee w.e.f 15.04.2021 due to sudden demise of Mr. Gulabchand Pukhraj
Surana, on 14th March, 2021 who was member of the above mentioned committee.
Corporate Governance
In pursuance of Regulation 15 to 27 read with Schedule V of SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015, entered into with
the Stock Exchanges, Corporate Governance report shall not be applicable to the company
for the financial year ended 31st March, 2021.
However, company on voluntarily basis enclosing herewith a separate
Report on Corporate Governance along with a certificate from a Practicing Company
Secretary regarding its compliance as Annexure III and forms part of this Report.
Your company will continue to adhere in letter and spirit to good corporate governance
policies.
Management Discussion & Analysis
The Management Discussion and Analysis Report highlighting the industry
structure and developments, opportunities and threats, future outlook, risks and concerns
etc. is annexed as Annexure V
Statutory Auditors
M/s. Gupta Raj & Co. Chartered Accountant, Mumbai (Firm
Registration No. 001687N) were appointed as Statutory Auditors of the Company, for a term
of 5 (Five) consecutive years, at the 39th Annual General Meeting held on 30th
September, 2019 to hold the office at P.M. Telelinnks Limited till the conclusion of 44th
Annual General Meeting of the Company. They have confirmed that they are not disqualified
from continuing as Auditors of the Company.
Auditors' observations are suitably explained in notes to the
Accounts and are self-explanatory.
Details in Respect of Fraud reported by Auditors: During the period
under review, no fraud reported by Statutory Auditor's of the Company.
Management Replies To Auditors Report:
With reference to observations made in Auditor's Report, the notes
to account is self-explanatory and therefore do not call for any further comments.
Cost Audit Report
The provisions of Section 148 of the Companies Act, 2013 does not apply
to the Company and hence, no cost auditors are appointed.
Secretarial Audit Report
Pursuant to the provisions of Section 204 read with Section 134(3) of
the Companies Act, 2013, the company is required to obtain Secretarial Audit Report from
Practicing Company Secretary. Mr. Nagamalla Sricharan, Practising company secretary was
appointed as secretarial auditor to issue Secretarial Audit Report for the financial year
ended 31st March, 2021.
Secretarial Audit Report issued by Mr. Nagamalla Sricharan, Practising
company secretary in Form MR-3 for the financial year 2020-21 forms part to this report as
‘Annexure IV'.
Replies to Secretarial Auditor's Report
| S. No |
Qualification |
Management response |
| 1 |
Notice of Board meeting where financial results shall be
discussed and also the financial results were not published in the newspaper as per
Regulation 47 of SEBI (Listing and Obligations and Disclosure requirements) Regulations,
2015 |
Due to Covid-19 Pandemic company was unable to give newspaper
publication of notice of Board meeting and Financial results |
| 2 |
Financial Results were submitted in XML formal only and not
in PDF format to the stock exchange within 30 minutes of the closure of Board meeting as
required under regulation 30 of SEBI (Listing and Obligations and Disclosure requirements)
Regulations, 2015 |
The delay was purely un intentional and due to lack of
information and documents within due time. Board will take necessary steps to ensure there
is no delay further. |
| 3 |
Company has not filed Form MGT-14 for appointment of
Secretarial auditor and internal auditor during the period under review. |
Due to Covid-19 pandemic company was unable to file form
MGT-14. However, company ensures to file necessary form with Registrar of Companies
further. |
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 31 March 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 Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions shall not applicable to the company.
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.
Whistle Blower Policy/Vigil Mechanism
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.in.
Secretarial Standards
The Company has complied with all the applicable secretarial standards
for the financial year 2020-21.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors and designated
employees of the Company. The Code requires pre-clearance for dealing in the
Company's shares and prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is
closed.
Members of the Board have confirmed compliance with the Code.
Risk Management Policy
Your Company has put in place a risk management policy based on
globally recognized standards which 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. Boards of Directors
decide the policies to ensure the protection of company from any type of risks.
Policy on Sexual Harassment
The Company has adopted policy on Prevention of Sexual Harassment of
Women at Workplace in accordance with The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has
been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.
During the financial year ended 31st March, 2021, the
Company has not received any complaints pertaining to Sexual Harassment.
Particulars of Contracts or arrangements with related parties
All the related party transactions that were entered during the
financial years were 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.
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 1 to this
report.
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.
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
Public Deposits
Your Company has not accepted any deposits from the public. As such,
there was no principal or interest outstanding on the date of the Balance Sheet.
Particulars of Employees
A table containing the particulars in accordance with the provisions of
Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is appended as ‘Annexure
2' to this Report.
In terms of Section 136 of the Companies Act, 2013 the same is open for
inspection at the Registered Office of the Company.
Copies of this statement may be obtained by the members by writing to
the Company Secretary at the Registered Office of the Company.
The ratio of the remuneration of each Director to the median
employee's remuneration and other details in terms of Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are enclosed in Annexure II and forms part of
this Report.
Details of Subsidiary, Joint Venture or Associate Companies
The Company does not have any Subsidiary, Joint Venture or an Associate
Company as on 31.03.2021.
Annual Return
The Ministry of Corporate Affairs vide Companies (Amendment) Act, 2017
effective from 28th August, 2020, has dispensed the requirement to attach extract of
Annual Return in form MGT-9 to the Board's report, provided every Company shall place
a copy of Annual return on the website of the Company, if any and disclose the web-link of
such Annual return in the Board's report.
The copy of Annual Return in Form MGT-7 as on March 31, 2021 is
available on the Company's website and can be accessed at the given web-link
https://www.pmtele.in/annual-reports.html.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
Conservation of Energy which is not furnished as the relative rule is
not applicable to your company.
There is no information to be furnished regarding Technology Absorption
as your company has not undertaken any research and development activity in any
manufacturing activity nor any specific technology is obtained from any external sources
which needs to be absorbed or adapted.
Foreign Exchange Earnings and Outgo
There were no foreign earnings and outgo during the financial year.
Internal Audit & Controls
The Company has adequate Internal Financial Controls consistent with
the nature of business and size of the operations, to effectively provide for safety of
its assets, reliability of financial transactions with adequate checks and balances,
adherence to applicable statues, accounting policies, approval procedures and to ensure
optimum use of available resources. These systems are reviewed and improved on a regular
basis. It has a comprehensive budgetary control system to monitor revenue and expenditure
against approved budget on an ongoing basis.
Internal Financial Control Systems
The Company has adequate Internal Financial Controls consistent with
the nature of business and size of the operations, to effectively provide for safety of
its assets, reliability of financial transactions with adequate checks and balances,
adherence to applicable statues, accounting policies, approval procedures and to ensure
optimum use of available resources. These systems are reviewed and improved on a regular
basis. It has a comprehensive budgetary control system to monitor revenue and expenditure
against approved budget on an ongoing basis.
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
Acknowledgements
Your Directors wish to express their appreciation of the support and
co-operation of the Central and the State Government, bankers, financial institutions,
business associates, employees, shareholders, customers, suppliers and alliance partners
and seeks their continued patronage in future as well.
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