Your Directors have pleasure in presenting the 39th (Thirty Ninth) AnnualReport and the Audited Statement of Accounts for the year ended on March 31 2019.
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 ||228065.44 ||102414.79 |
|Other Income ||305.53 ||- |
|Total Revenue ||228370.98 ||102414.79 |
|Total Expenditure ||226614.80 ||101394.89 |
|Prior Period Adjustment ||- ||- |
|Profit / (loss) Before exceptional and extraordinary items and Tax ||1756.17 ||1019.90 |
|Less: exceptional and extraordinary items ||- ||- |
|Profit/ (loss) Before Taxation ||1756.17 ||1019.90 |
|Less: - Current Tax ||344.55 ||234.45 |
|- Tax adjustment relating to prior years ||- ||- |
|- Deferred Tax ||112.35 ||143.22 |
|Profit / (loss) After Tax ||1299.27 ||633.23 |
REVIEW OF PERFORMANCE AND STATE OF THE COMPANY'S AFFAIRS:
During the year under review overall performance of the Company was reasonableconsidering to the sector/market conditions. The revenue of the Company increased to Rs.228065440/- compared to Rs. 102414790/- in the previous year and the Profit aftertax for the year increased to Rs. 1299270/- compared to Rs. 633230/- in the previousyear.
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 THECOMPANY:
There are no material changes and commitments affecting the financial position of thecompany which occurred between the end of the financial year to which the financialstatements relate and the date of the report.
Your Company has not accepted any deposits from the Public for the year under reviewunder Chapter V of the Companies Act 2013 and the rules made there under.
Transfer to Reserves
The Company has transferred Rs. 1299270/- to the Reserves during the financial year2018-19.
The company has not declared any dividend during the financial year under review.
During the year under review the Authorized Share Capital of the company isRs.120000000/- divided into 12000000 Equity shares of Rs.10/- (Rupees Ten) each.
The Issued Subscribed and Paid up Capital of the Company as on March 31 2019 isRs.100750000/-divided into 10075000 Equity shares of Rs.10/- (Rupees Ten) each.
The Company has not issued any shares with differential rights and hence no informationas 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.
Appropriate resolutions for the re-appointment of Directors are being placed before youfor your approval at the ensuing Annual General Meeting. The brief resume of the aforesaidDirectors and other information have been detailed in the Notice. Your Directors recommendtheir re-appointment as Directors of your Company.
Further there were no appointments and resignation of Directors during the financialyear 2018-19.
MEETINGS OF THE BOARD:
The Board of Directors duly met 7 (Seven) times on 05.04.2018 15.05.2018 03.08.201821.08.2018 30.10.2018 12.12.2018 and 23.01.2019 in respect of which meetings propernotices were given and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid 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 committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
The company believes formal evaluation of the board and of the individual directors onan annual basis is a potentially effective way to respond to the demand for greater boardaccountability and effectiveness. For the company evaluation provides an ongoing meansfor directors to assess their individual and collective performance and effectiveness. Inaddition 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 IndependentDirectors with the strategy operations and functions of the Company. The IndependentDirectors will also be familiarised with their roles rights and responsibilities andorientation on Statutory Compliances as a Board Member.
On appointment of the Independent Directors they will be asked to get familiarisedabout the Company's operations and businesses. An Interaction with the key executives ofthe Company is also facilitated to make them more familiar with the operations carried bythe Company. Detailed presentations on the business of the Company are also made to theDirectors. Direct meetings with the Chairman and the Managing Director are furtherfacilitated for the new appointee to familiarize him/her about the Company/its businessesand the group practices as the case may be and link is available at the website of theCompany www.pmtele.com.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013with respect to Directors' Responsibility Statement your board of directors to the bestof their knowledge and ability confirm that:
i. In the preparation of the annual accounts for the financial year ended March 312019 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
ii. That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were 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 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 ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv. That the Directors have prepared the accounts for the financial year ended March31 2019 on a going concern' basis;
v. That the Directors laid down internal financial controls for the Company and suchinternal financial controls are adequate and operating effectively; and
vi. That the Directors have devised proper systems to ensure compliance with theprovisions 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 theCompanies Act 2013 and is in accordance with SEBI (LODR) Regulation 2015. Compositionand scope of Audit Committee is provided under the Corporate Governance report annexedherewith.
B. NOMINATION & REMUNERATION COMMITTEE CUM COMPENSATION COMMITTEE:
The Nomination & Remuneration Committee cum Compensation Committee is dulyconstituted as per Section 178 of the Companies Act 2013. Composition and scope ofNomination & Remuneration Committee cum Compensation Committee is provided under theCorporate Governance report annexed herewith.
C. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee is duly constituted as per the provisions ofthe Companies Act 2013. Composition and scope of Stakeholders Relationship Committee isprovided under the Corporate Governance report annexed herewith.
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 AnnualGeneral Meeting for a period of Five (5) years till the conclusion of 44thAnnual General Meeting of the Company. They have confirmed that they are not disqualifiedfrom acting as Auditors of the Company.
B. SECRETARIAL AUDITORS:
According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard has appointed M/s. M&K Associates Practicing Company Secretary Firm asSecretarial Auditors of the Company and Secretarial Audit Report submitted by them isenclosed as Annexure to this report.
REPLIES TO AUDITORS REPORT:
Auditors' observations are suitably explained in notes to the Accounts and areself-explanatory.
BUSINESS RESPONSIBILITY REPORT (BRR):
Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August13 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100listed entities based on their market capitalization on Bombay Stock Exchange Ltd andNational Stock Exchange of India Ltd as at March 31 2012. In view of the requirementsspecified the company is not mandated for the providing the BRR and hence do not formpart of this Report.
CORPORATE SOCIAL RESPONSIBILITY:
The provision w.r.t. CSR is not applicable to the Company. Therefore the Company hasnot 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 Actare 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 theordinary course of business of the company and were on arm length basis. There were nomaterially significant related party transactions entered by the company during the yearwith the promoters directors key managerial personnel or other persons which may have apotential conflict with the interest of the company.
The policy on related party transactions as approved by the board of directors ishosted on the website of the company.
Particulars of every contract or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 includingcertain arm's length transactions under third proviso thereto shall be disclosed in FormNo. 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 onMarch 31 2019.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
No significant and material order has been passed by the regulators courts tribunalsimpacting 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 proactivelytake care of the internal and external risks of the company and ensures smooth businessoperations.
The company's risk management policy ensures that all its material risk exposures areproperly covered all compliance risks are covered and the company's business growth andfinancial stability are assured. Board of Directors decide the policies and ensure theirimplementation 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 earningsand outgo required to be disclosed under Section 134 of the Companies Act 2013 read withCompanies (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 thedeleterious effects of global warming and climate change. The Company has undertakenvarious energy efficient practices that have reduced the growth in carbon di-oxide (CO2)emissions and strengthened the Company's commitment towards becoming an environmentfriendly organisation the step taken by the company is utilizing alternate sources ofenergy;
(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 bythe Company for innovation.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
In accordance with the provisions of Section 134 of the Companies Act 2013 read withthe Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988the information relating to foreign exchange earnings and outgo is provided under Notes tothe 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 reportpursuant to Section 134(3) of the Companies Act 2013 is given as an Annexure to thisreport 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 lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe 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 andadequate 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 rulesframed there under and pursuant to the applicable provision of SEBI (Listing Obligationsand disclosure Requirements) Regulations 2015 the listing agreement entered with stockexchanges the company has established a mechanism through which all stake holders canreport the suspected frauds and genuine grievances to the appropriate authority. TheWhistle blower policy which has been approved by the board of directors of the company hasbeen 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 variouslocations commensurate with its size and operations. The organization is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment. The internal audit function is adequately resourcedcommensurate with the operations of the Company and reports to the Audit Committee of theBoard.
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 aseparate Report on Corporate Governance together with a certificate from the PracticingCompany 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 anddevelopments opportunities and threats future outlook risks and concerns etc. isfurnished separately and forms part of this report.
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 asissued by ICSI (Institute of Company Secretaries of India) relating to Meetings ofBoard of Directors' and General Meetings' respectively have been duly followed bythe Company.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 toBSE 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 Rule5(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 withremuneration policy adopted by the company.
The company enjoyed cordial relations with its employees during the year under reviewand the Board appreciates the employees across the cadres for their dedicated service tothe Company and looks forward to their continued support and higher level of productivityfor achieving the targets set for the future.
Your Company treats its human resources as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement
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 The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy. The provision relating to constitution of Internal ComplaintsCommittee is not applicable to the Company
The following is a summary of sexual harassment complaints received and disposed offduring the year 2018-19:
| No. of complaints received: ||- NIL |
| No. of complaints disposed off: ||- NIL |
Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation of businessconstituents banks and other financial institutions and shareholders of the Company fortheir 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 || || |