P.M. Telelinnks Ltd
Directors Reports
Dear Members,
Your Directors have pleasure in presenting their 43rd Annual Report on the
business and operations of your company for the financial year ended March 31st,
2023.
Financial Results
The financial performance of the Company for the financial year ended March 31, 2022 is
summarized below:
|
(Rs. In lakhs) |
| Particulars |
2022-23 |
2021-22 |
| Revenue from operations |
3,207.73 |
3,629.24 |
| Other Income |
0.30 |
145.61 |
| Total Revenue |
3,201.73 |
3,774.85 |
| Total Expenditure |
3178.62 |
3,573.75 |
| Profit/(Loss) before exceptional and extra-ordinary items and taxes |
231.10 |
201.10 |
| Exceptional Items |
- |
- |
| Tax Expense |
|
|
| Current Tax |
5.8 1 |
13.65 |
| Deferred Tax |
0.98 |
0.95 |
| Profit/(Loss) after Tax |
163.85 |
186.49 |
| Earnings per equity shares in Rs. |
1.63 |
1.85 |
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 decreased to Rs.
3,207.73 lakhs as against the previous year of Rs. 3,629.24 lakhs. Simultaneously, profit
after tax of the company was decreased to Rs. 163.85 lakhs as against the profit
after tax of the previous year Rs. 186.49 lakhs.
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, 2023.
Reserves
There were no transfers to Reserves during the financial year 2022-23.
Share Capital
During the year under review, there has been no change in the Share Capital of the
Company.
The Authorized Share Capital of the company is Rs. 12,00,00,000/- (Twelve Crores)
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,
2023 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 2021-22 BSE
where the Company's Shares are listed.
Directors & Key Managerial Personnel:
The Board of Directors of your company is duly constituted. The Board consists of Four
Directors comprising of One Executive Director Three Non-Executive Director, and Two
Independent Directors.
The Board is efficient and the directors have requisite knowledge and exposure to
provide requisite insights and direction to the Management of the Company.
The Directions given to the management are actually implemented and executed through
the Managing Director and Whole Time Director.
With this structure, the management has ensured that the board is independent of the
management in decision making and provides the requisite insights of the various external
factors which the internal employees do not have access to.
Your directors believe that the Board must consciously create a culture of leadership
to provide a long-term vision and policy approach to improve the quality of governance.
The Board's actions and decisions are aligned with the Company's best interests.
The company has maintained an optimum combination of Executive and Non-Executive
Directors.
The composition of the Board, Category, DIN of Directors are as follows:
| S. No. |
Name of the Director |
Designation |
DIN |
| 1. |
Mr. Ravi Surana Pukhraj |
Managing Director & CEO |
01777676 |
| 2. |
Ms. Venkata Surya Sri Lakshmi Malapaka |
Non-Executive Director |
07169994 |
| 3. |
Mr. Kadakia Amish Bharat |
Non-Executive Independent Director |
06995671 |
| 4. |
Mr. Patlolla Laxmi Kanth Reddy |
Non-Executive Independent |
08700773 |
|
|
Director |
|
During the period under review, the following changes were took place:
a. Ms. Pooja Kothari, was resigned as Company Secretary, Compliance officer and KMP of
the Company w, e.f 24.05.2022.
b. Mr. Pratik Rajendrakumar Koralwala, was appointed as Company Secretary, Compliance
officer and KMP of the company w.e.f. 24.05.2022.
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.
The following are the Key Managerial personnel of the Company as on 31.03.2023:
| S. No. |
Name |
Designation |
| 1. |
Mr. Pooja Kothari |
Company Secretary (resigned w.e.f. 24.05.2022) |
| 2. |
Mr. Pratik Rajendrakumar Koralwala |
Company Secretary (appointed w.e.f. 24.05.2022) |
| 3. |
Mr. Sree Jithender Kondabathini |
CFO |
| 4. |
Mr. Ravi Surana Pukhraj |
Managing Director & CEO |
Number of meetings of the board:
The Board has duly met 4 (Four) times during the period under review. The gap between
any two Board Meetings is within the period prescribed by the Companies Act, 2013 and
Listing Agreement. and the details of meetings are as follows
| S.No |
Date of Board meeting |
| 1 |
24/05/2022 |
| 2 |
12/08/2022 |
| 3 |
14/11/2022 |
| 4 |
14/02/2023 |
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-a-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.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:
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,
2022 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 |
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 |
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, 2022.
However, in pursuance of Schedule V of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, a certificate from Mr. N.V.S.S. Suryanarayana, Practicing
Company Secretary, in compliance with (i) of Point (10) of Para C of Schedule V of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed as Annexure-III and forms part of this Report.
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 to be held in the year 2024. 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 Auditors 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. N.V.S.S. Suryanarayana, Practising company secretary was appointed
as secretarial auditor to issue Secretarial Audit Report for the financial year ended 31st
March, 2023.
Secretarial Audit Report issued by Mr. N.V.S.S. Suryanarayana an, Practising company
secretary in Form MR-3 for the financial year 2022-22 forms part to this report as
‘Annexure - IV'.
Replies to Secretarial Auditor's Report
| S. No Qualification |
Management response |
| 1 The financial results were not published in the newspaper as per Regulation
47 of SEBI (Listing and Obligations and Disclosure requirements) Regulations, 2015. |
Considering the shortage of working capital, the company was unable to give newspaper
publication of notice of Board meeting and financial Results. However, Company will Ensure
to comply with same. |
| 2 The Website not functional containing basic information about the Company As
per Regulation on 46 and 62 of Securities and Exchange Board of India (SEBI) (Listing
Obligations and Disclosure Requirements) Regulation, 2015("Listing Regulation"), |
Considering the shortage of working capital, the company was unable to give newspaper
publication of notice of Board meeting and financial results. However, Company will ensure
to comply with same. |
Business Responsibility Report (BRR)
Securities Exchange Board of India (SEBI) by notification No. SEBI/LAD-NRO/GN/2019/45
dated 26.12.2019 (Securities and Exchange Board of India-Listing Obligations and
Disclosure Requirements) (Fifth Amendment) Regulations, 2019 has mandated the inclusion of
BRR as part of the Annual Report for the top 1000 listed entities based on their market
capitalization on BSE Ltd and National Stock Exchange of India Ltd as at 31st March of
every year. 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.com.
Secretarial Standards
The Company has complied with all the applicable secretarial standards for the
financial year 2022-23.
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 preclearance 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, 2023, 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 I 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 II' 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
31.03.2023.
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, 2023 will be available on the
Company's website and can be accessed at the given web-link www.pmtele.com.
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
Details Of Application Made or Any Proceeding Pending Under the Insolvency and
Bankruptcy Code, 2016 (31 Of 2016)
During the period under review, there was neither application made nor any proceeding
initiated or pending under the Insolvency and Bankruptcy code, 2016.
Details Of Difference Between Amount of The Valuation Done at The Time of One Time
Settlement and The Valuation Done While Taking Loan from The Banks or Financial
Institutions Along with The Reasons Thereof
During the period under review, there was no one time settlement with Bank General
Your directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these matters during the year under
review:
• Issue of equity shares with differential rights as to dividend, voting or
otherwise.
• Issue of shares (including sweat equity shares) to employees of the company
under any scheme save and except Employees' Stock Options Schemes referred to in this
report.
• There has been no change in the nature of business of the company.
• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
• There was no instance of onetime settlement with any bank or financial
institution
Personnel
Your directors place on records their appreciation for the services rendered by the
employees. The relation between the management and the employees has been cordial
throughout the year.
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.
|
|
For and on behalf of the Board of |
|
|
P.M. TELELINNKS LIMITED |
| Place: Hyderabad |
Sd/- |
Sd/- |
| Date: 14.08.2023 |
Venkata Surya Sri Lakshmi Malapaka |
Ravi Surana Pukhraj |
|
Director |
Managing Director & CEO |
|
DIN: 07169994 |
DIN: 01777676 |
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