Your Directors hereby present the 33rd Annual Report of the Company together with theAudited Financial Statement of Accounts for the period ended on 31st March2013.
The performance during the year is as under:
| ||CURRENT YEAR3 ||PREVIOUS YEAR |
| ||31.03.2013 ||31.03.2012 |
| ||Rs. in laks) ||(Rs. in laks) |
|Sales || || |
|Other income ||3637.18 ||4413.26 |
|Profit before Depreciation Interest and || || |
|Exceptional items ||46.63 ||154.60 |
|DEDUCT || || |
|Depreciation ||0 ||0 |
|Interest ||0 ||0 |
|Profit before tax prior period and || || |
|Extraordinary items ||46.63 ||154.60 |
|Prior period adjustments ||0 ||0 |
|Extraordinary items ||0 ||0 |
|Provision for taxation (net of deferred tax a (Adjustment) ||0 ||0 |
|Profit after tax ||46.63 ||154.60 |
|Income tax of earlier years ||0 ||0 |
|Surplus brought forward from last year ||(2089.75) ||(2244.36) |
|Balance available for appropriation ||- ||- |
|APPROPRIATION || || |
|Proposed Dividend ||- ||- |
|Transfer from General Reserve ||- ||- |
|Balance c/f to Balance Sheet ||(2043.12) ||(2089.75) |
OPERATIONAL AND FINANCIAL PERFORMANCE
Your Directors have to inform you that your Company has achieved a sale turnover of Rs3637.17 Lacks (Previous Year 4413.26. Lacs) during the year under review.
The Company is looking for new avenues to increase the turnover and profitability.
Your Company has not accepted any deposits from the public for the year under reviewwithin the meaning of Section 58A of the Companies Act 1956 and the Rules made thereunder.
The Company has dismantled obsolete machines and industrial sheds and also collectedlong outstanding dues from debtors and paid off to creditors.
M/s. G. Ramamohan & Co. Chartered Accountants Auditors of the company will retireat the ensuing AGM of the Company and expressed their inability to be available for thenext financial year and forwarded to the company their resignation letter. The boardconsidered their wish and accepted the board placed on record its gratitude for theirservice during their tenure. The board received communication from M/S. MJ JALAN & COCHARTERED ACCOUNTANTS REPRESENTED BY Sri. M J Jalan proprietor expressing it'swillingness to take the appointment as Statutory auditors of your company from thefinancial year beginning on 1.4.2013. The members are requested to consider theirappointment for the year 2013-14 on such remuneration as determined by the board.
DIRECTORS RESPONSIBILITY STATEMENT
As required u/s 217 (2AA) of the Companies Act 1956 you Directors confirm that:
1. In preparation of Annual Financial Statement of Account for the period ended 31stMarch 2013 the applicable accounting standards have been followed along with properexplanation relating to material departures.
2. Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year 2012-2013 andthe profit & loss of the company for that period.
3. Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities.
CONSTITUTION OF AUDIT COMMITTEE
In accordance with the provisions of Section 292 A of the Companies Act 1956 read withClause 49 of Listing Agreement of the Stock Exchanges the Board of Directors hasconstituted an Audit Committee with the following members of the Board.
1. Sri P Chandra Mohan Rao Chairman
2. Sri G. P Surana Managing Director
3. Sri C Raj Kumar
The Audit Committee discharges its duties performs its functions and exercises itsrole in terms of provisions of Section 292 A of the Companies Act 1956 and Clause 49 ofListing Agreement of the Stock Exchanges. The terms of reference of the Audit Committeeare those as are governed by the provisions of Section 292 A of the Companies Act 1956and Clause 49 of the Listing Agreement of the Stock Exchanges.
Sri C Raj Kumar who retires by rotation during the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment. It is in the best interests of theCompany your Board of Directors commend for re-appointment of Sri C Raj Kumar as aDirector of the Company.
Information on Conservation of Energy Technology Absorption Foreign Exchange Earningsand outgo as required to be disclosed under Section 217 (1) (e) of the Companies Act1956 read with Companies (Disclosure of Particulars in the Report of the Board ofDirectors) Rules 1988 are provided as an Annexure forming a part of this Report. Sincethe manufacturing activities are suspended the compliance reports required under section271 (1)(e) are no longer applicable to the company.
The Equity Shares of your company are listed at the Mumbai Stock Exchange. In terms ofClause 38 of Listing Agreement the listing fees for the financial year 2013-2014 havealready been paid.
DEMATERIALISATION OF SHARES
As the members are aware your company's shares are tradable compulsorily in electronicform and your company has established connectivity with both the depositories viz.National Securities Depository Limited (NSDL) and Central Depository Limited (CDSL). Themembers are requested to dematerialize their physical holding in view of variousadvantages of holding the shares in dematerialized form. The company also follows thetransfer cum demat procedure for quick transfer and dematerialization of shares.
M/s Aarathi Consultants Private Limited 1-2-285 Domalguda Hyderabad a registeredDepository Participant has been retained as Registrar and Share Transfer Agent.
Your company has been practicing the principles of good Corporate Governance over theyears and the Board of Directors lays strong emphasis on transparency accountability andintegrity. The Company has taken adequate steps to ensure that the conditions of corporateGovernance as stipulated in clause 49 of the listing agreements of the Stock Exchanges arecomplied with. Further a report on Corporate Governance and Auditors Certificate regardingcompliance of the conditions of Corporate Governance as stipulated under Clause 49 of thelisting agreement with Stock Exchanges is given in the Annual Report.
PARTICULARS OF EMPLOYEES
Information as required to be given under Section 217 (2A) of the Companies Act 1956read with Companies (Particulars of the Employees) Rules 1975 has been provided as anAnnexure which form part of this Report.
Your Directors convey their sincere gratitude and express their appreciation for theassistance extended by Company's Bankers-HDFC Bank Indian Bank and various agencies ofState and Central Governments for their continued support and guidance. The industrialrelations of the Company were cordial throughout the year under review.
Your directors wish to place on record their appreciation for the services rendered byall Officers Staff and Workmen of the Company. Your Directors would also like to thankall the shareholders who have reposed their confidence on the Company.
By the order of the Board for
PM TELELINNKS LIMITED
ANNEXURE TO DIRECTOR'S REPORT
INFORMATION UNDER SECTION 217 (1)(e) OF THE COMPANIES ACT 1956 READ WITHCOMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF DIRECTORS) RULES 1988.
|(A) CONSERVATION OF ENERGY: || |
|a) Energy Conservation measures taken ||NIL |
|b) Additional Investments and proposals NIL || |
|c) Impact of measures ||NIL |
|d) Total Energy Consumption and energy for unit of production as perform "A" ||As per FORM-A annexed |
|(B) TECHNOLOGY ABSORPITON: || |
|Efforts made in technology absorption as per Form B || |
|(C) FOREIGN EXCHANGE EARNINGS AND OUTG ||GO: |
|1. Activities relating to export incentives taken to increase exports development of new export markets for products and services and export plan is: ||NIL |
|2. Total Foreign Exchange used and earned ||Used: Rs. Nil |
|Earnings/Expenditure in Foreign Currency ||Earned: Rs. NIL |
(Disclosure of Particulars with respect to conservation of energy)
| ||Current year 2012-2013 |
|A) Power and Fuel Consumption: || |
|1. Electricity || |
|a. Purchased Unit (KWH) ||0 |
|Total Amount (Rs.) ||0 |
|Cost Per Unit (Rs.) ||0 |
|b. Own Generation ||NIL |
|Through Diesel Generator ||NIL |
|Units (KWH) || |
|Total Amount (Rs.) || |
|Cost per Unit (Rs.) || |
|B) Consumption per unit of Production || |
|Products || |
|Units ||- |
|Electricity (KWH) ||- |
|Furnace Oil (No. of litres) || |
|Cost of Electricity (Rs.) || |
|Cost of Diesel (Rs.) for Furnace || |
|Total Cost of Energy (A) (Rs.) || |
|Total No. of Tonnes (B) || |
|a. Strips (MTs) || |
|b. Tubes (MTs) || |
Form for Disclosure of particulars with respect to Technology Absorption Research andDevelopment (R&D).
|A) Research and Development (R & D): || |
|1. Specific areas in which R&D is carried out by the Company ||NIL |
|2. Benefit derived as a result of R&D ||NIL |
|3. Future Plan of Action ||Periodical Renovation and Maintenance |
|4. Expenditure on R & D || |
|i) Capital ||NIL |
|j) Recurring ||NIL |
|k) Total ||NIL |
|I) Total R&D expenditure as a percentage || |
C. TECHNOLOGY ABSORPTION. ADAPTATION AND INNOVATION:
|1. Efforts in brief made towards technology absorption adoption ||Nil |
|2. Benefits derived as a results of the above efforts ||Nil |
|3. In case of imported technology (imported during the last 6 years reckoned from the beginning of the financial year) the following information may be furnished ||N.A |
|a. Technology imported ||N.A |
|b. Year of import ||N.A |
|c. Has the technology been fully absorbed ||N.A |
|d. If not fully absorbed areas where this has not taken place reasons therefore and future plan of action ||N.A |
By the order of the Board for
PM TELELINNKS LIMITED