PADMALAYA TELEFILMS LTD
Your Directors have pleasure in presenting the 25th Annual Report on thebusiness of your company and the Audited Financial Statements for the year ended on 31stMarch 2016 thereof. The Business and operations of the company over the last fiscal yearare briefly encapsulated below:
|Financial Results || ||(Rs.In Lakhs) |
|Particulars ||Year Ended 31st March 2016 ||Previous ended on 31st March 2015 |
|Turn Over ||226.92 ||221.09 |
|Profit / (Loss) Before Depreciation Tax & extra-ordinary items ||22.49 ||37.67 |
|Profit / (Loss) after Tax & After extra-ordinary items ||58.28 ||(94.64) |
|Add: Profit/(Loss) brought Forward from last year ||(8606.41) ||(8544.91) |
|Profit / (Loss) Carried forward to Balance Sheet ||(8548.13) ||(8606.41) |
|Business Performance Review || || |
During the year under review the Company has reviewed all its business divisions andyour company's performance is encouraging. Board of Directors assures you the same in theyears to come.
Out look for the current year
Your Company has reviewed all its business divisions and to strengthen its stand inthe market the company has been concentrating in activities like multimedia training andDigitalisation of the theaters and Film Production tie ups with experts in the market.
The Board could not recommend dividend during the year under review in absence ofprofits.
BUSINESS RISK MANAGEMENT
The Company like any other enterprise is exposed to business risk which can beinternal risks as well as external risks. The threats to the Industry in which the companyoperates are -
Piracy: Piracy of the produced content under the purview of intellectual propertyrights can adversely affect revenues and profitability.
Mitigation: Industry members have set up an Antipiracy Society (AACT) to fight themenace.
The Company has not accepted deposits covered under Chapter V of the Companies Act2013 and accordingly the disclosure requirements stipulated under the said Chapter arenot applicable.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the year under review the company has not given any loans Guarantees andInvestments covered under the provisions of Section 186 of the Companies Act 2013.
CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES
Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of theCompanies (Accounts) Rules 2014 except the remuneration to managerial personnel thereis no related party transactions to be disclosed.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith elsewhere in the Annual Report.
DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES
As on 31st March 2016 there were no Equity Shares of Shareholders werelying in the Escrow Account due to non-availability of the correct particulars.
Your Directors are happy to report that your Company is compliant with the CorporateGovernance requirements as per the Provisions of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015. A separate section on Corporate Governance together with acertificate from the Statutory Auditor's confirming compliance is set out in the Annexureforming part of this report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
A Management Discussion and Analysis Report has been attached and forms part of theAnnual Report.
ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT 2013
(a) Conservation of Energy:
(i) details of steps taken by the company for utilising alternate sources of energyand
(ii) the capital investment on energy conservation equipments are -
The company is not engaged in manufacturing activities and as such the particularsrelating to conservation of energy is not applicable. The company makes every effort toconserve energy as far as possible in its editing facilities Production Floors Officeetc.
(b) (i) Technology Absorption adaptation and innovation:-
The company is not engaged in manufacturing activities and as such the particularsrelating to Research Development and technology absorption are not applicable.
(ii) Research and Development (R & D): No research and Development has been carriedout. (c) Foreign exchange earnings: Nill (d) Foreign exchange out go: Nill
PARTICULARS OF EMPLOYEES
The Directors are to report that none of the employee was in receipt of remunerationexceeding the limit prescribed under rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
Pursuant to the members' resolution passed at the previous Annual General Meeting M/s.P. Murali & Co. Chartered Accountants were appointed as Statutory Auditors for aperiod of three years subject to ratification at every Annual General Meeting and aresolution for the said ratification of appointment of the said Statutory Auditors of theCompany from the conclusion of this Annual General meeting till the conclusion of the nextAnnual General Meeting to be held in the year 2017 was proposed in the notice attached tothis Annual report after obtaining the confirmation and eligibility certificate from thesaid firm.
BOARD AND COMMITTEES PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015the Board has carried out an annual performance the directors individually as well as theevaluation of the working of its Audit and Nomination & Remuneration Committees.
NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARDMEETINGS:
The Board met four times during the financial year 2015-2016. The dates on which theabove Board meetings were held are as follows: 30th May 2015 14thAugust 2015 14th November 2015 and 13th February 2016.
DIRECTORS & INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI (LODR)Regulations 2015.
The Company has received declarations from the Independent Directors of the Company tothe effect that they are meeting the criteria of independence as provided in Sub-section(6) of Section 149 of the Companies Act 2013 and are available for inspection at theregistered office of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c)of the Companies Act 2013 withrespect to Directors responsibilities Statement it is hereby confirmed:
a. That in preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures ;
b. That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year ended 31st March 2016 and of the profit and loss of the companyfor that period;
c. That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
d. That the directors have prepared the annual accounts on a going concern basis.
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
During the year ended March 31 2016 the Company does not have any materiallisted/unlisted subsidiary companies as defined in SEBI (LODR) Regulations 2015. Thepolicy on determining material unlisted subsidiary of the Company is approved by the Boardof Directors of the company.
The Board of Directors of the company are committed to maintain the highest standard ofhonesty openness and accountability and recognize that employees have important role toplay in achieving the goal. As a public company the integrity of the financial matters ofthe Company and the accuracy of financial information is paramount. The stakeholders ofthe Company and the financial markets rely on this information to make decisions. Forthese reasons the Company must maintain workplace where it can retain and treat allcomplaints concerning questionable accounting practices internal accounting controls orauditing matters or concerning the reporting of fraudulent financial information to ourshareholders the Government or the financial markets. The employees should be able toraise these free of any discrimination retaliation or harassment. Pursuant to the policyemployees are encouraged to report questionable accounting practices to Dr. DVN RajuChairman of Audit Committee through email or by correspondence through post.
Familiarisation programme for Independent Directors
Pursuant to the provisions of SEBI (LODR) Regulations 2015 the Company has formulateda programme for familiarising the Independent Directors with the company their rolesrights responsibilities in the company nature of the industry in which the companyoperates business model of the company etc through various initiatives.
Key Managerial Personnel
Sri. R Mahipal Reddy Chief Financial Officer was appointed as Key Managerial Personnelin accordance with the Section 203 of the Companies Act 2013.
Related Party Transaction
Policy on dealing with Related Party Transactions is approved by the Board. No relatedparty transactions were entered into during the financial year under review exceptremuneration to managerial personnel there are no materially significant related partytransactions made by the Company with Promoters Directors Key Managerial Personnel orother designated persons which may have a potential conflict with the interest of theCompany at large. The same was discussed by the Audit Committee as also the Board. Thepolicy on Related Party Transactions as approved by the Board. None of the Directors hasany pecuniary relationships or transactions vis--vis the Company.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference tofinancial statements. Periodic audits are undertaken on a continuous basis covering allthe operations i.e. manufacturing sales & distribution marketing finance etc.Reports of internal audits are reviewed by management from time to time and desiredactions are initiated to strengthen the control and effectiveness of the system.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Secretarial AuditReport is obtained by the company from C.S. Mr. Puttaparthy Jagannadham PractisingCompany Secretaries Hyderabad and forms part of this Annual report.
Disclosures pursuant to The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014
The details of remuneration paid to the Managerial Personnel are as under -
1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are forms part of the Board's Report.
2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyforms part of the Board's Report.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The details pertaining to criteria for determining qualifications positiveattributes and independence of a Director and remuneration policy have been provided inSection of the attached Corporate Governance Report.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations
Disclosure Under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. An Internal committee has been set up to redress the complaints received regardingsexual harassment at workplace. All employees including trainees are covered under thispolicy.
The relationship between the management and the staff was very cordial throughout theyear under review. Your Directors take this opportunity to record their appreciation forthe cooperation and loyal services rendered by the employees.
Your Directors place on record their appreciation of the continuous assistance andco-operation extended to your Company by the valued customers bankers Reserve BankIndia SEBI Bombay Stock Exchange Limited & National Stock Exchange of India Limitedand all other regulatory Authorities. The Directors also sincerely acknowledge thesignificant contributions made by all the employees for their dedicated services to theCompany.
| ||By orders of the Board |
|Place : Hyderabad ||Sd/- |
|Date : 29th August 2016 ||(Bijay Kumar Khemka) |
| ||Chairman |