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P.M. Telelinnks Ltd.

BSE: 513403 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE092C01015
BSE 00:00 | 23 Sep 6.36 0.30
(4.95%)
OPEN

6.36

HIGH

6.36

LOW

6.36

NSE 05:30 | 01 Jan P.M. Telelinnks Ltd
OPEN 6.36
PREVIOUS CLOSE 6.06
VOLUME 8154
52-Week high 14.89
52-Week low 3.10
P/E 3.48
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.36
CLOSE 6.06
VOLUME 8154
52-Week high 14.89
52-Week low 3.10
P/E 3.48
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

P.M. Telelinnks Ltd. (PMTELELINNKS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 41st AnnualReport on the business and operations of your company for the financial year ended March31st 2021.

Financial Results

The financial performance of the Company for the financial year endedMarch 31 2021 is summarized below:

(Rs. In thousands)

Particulars 2020-21 2019-20
Revenue from operations 146074.67 386045.36
Other Income - -
Total Revenue 146047.67 386045.36
Total Expenditure 145222.10 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 Companywas reasonable considering to the sector/market conditions. The earnings from operationsreduced to Rs. 146074.67 from the previous year of Rs.386045.36. Simultaneously profitof the company was reduced to Rs. 480.44/- from the previous year Rs. 1347.88/- due toCovid-19 pandemic.

Dividend

In view of the planned business growth your Directors deem it properto preserve the resources of the Company for its activities and therefore do not proposeany 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 ShareCapital of the Company.

The Authorised Share Capital of the company is Rs. 120000000/-(Twelve Crore) divided into 12000000 equity Shares of Rs. 10./- each.

The Issued Subscribed and Paid up Capital of the Company as on 31stMarch 2021 is Rs. 100750000 (Ten Crore Seven Lakhs Fifty thousand) divided into10750000 Equity Shares of Rs. 10./- each.

The Company has not issued any shares with differential rights andhence no information as per provisions of Section 43(a) (ii) of the Companies Act 2013read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

Listing

The Securities Exchange Board of India (SEBI) on September 02nd2015 has issued SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015with an aim to consolidate and streamline the provisions of listing agreement fordifferent segments of capital market to ensure better enforceability. The said regulationswere effective from December 1st 2015. Accordingly all listed entities wererequired to enter into the Listing Agreement within 6 months from the effective date. TheCompany entered into listing agreement with the National Stock Exchange limited and BSELimited.

The Company confirms that it has paid the Annual Listing Fees for theyear 2020-21 BSE where the Company's Shares are listed.

Directors & its board meetings:

During the period under review the board is duly constituted andfollowing changes were took place:

a. Mr. Gulabchand Pukhraj Surana was appointed as CEO of the companyw.e.f 05th September 2020.

b. Mr. Patlolla Laxmi Kanth Reddy was appointed as Independent Directorof the company by shareholders w.e.f 07th March 2020

c. Mr. Amish Bharat Kadakia was re-appointed as Independent Director ofthe company by shareholders w.e.f 30th September 2020

d. Mr. Gulabchand Pukhraj Surana has been ceased as CEO of the companydue his sudden demise on 14th March 2021.

The following is the composition of the board of Directors of thecompany 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 byrotation was proposed to be appointed as director of the company in this Annual generalmeeting of the company.

2. Mr. Ravi Surana Pukhraj as Managing Director and CEO of the companyfor the period of 5 years

Number of meetings of the board:

The Board has duly met 5 times during the period under review. Meetingswere held on 31.07.2020 05.09.2020 14.09.2020 04.11.2020 12.02.2021. The gap betweenany two Board Meetings is within the period prescribed by the Companies Act 2013 andListing Agreement.

Declarations by Independent Directors:

The Company has received declarations form the Independent Directorunder Section 149(6) of the Companies Act 2013 confirming their independence vis--visthe Company.

Board evaluation and assessment:

The company believes formal evaluation of the board and of theindividual directors on an annual basis is a potentially effective way to respond to thedemand for greater board accountability and effectiveness. For the company evaluationprovides an ongoing means for directors to assess their individual and collectiveperformance and effectiveness. In addition to greater board accountability evaluation ofboard members helps in:

a. More effective board process b. Better collaboration andcommunication c. Greater clarity with regard to members roles and responsibilities d.Improved chairman managing directors and board relations The evaluation process covers thefollowing 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 familiarisethe Independent Directors with the strategy operations and functions of the Company. TheIndependent Directors will also be familiarised with their roles rights andresponsibilities and orientation on Statutory Compliances as a Board Member.

On appointment of the Independent Directors they will be asked to getfamiliarised about the

Company's operations and businesses. An Interaction with the keyexecutives of the Company is also facilitated to make them more familiar with theoperations carried by the company. Detailed presentations on the business of the companyare also made to the Directors. Direct meetings with the Chairman and the ManagingDirector are further facilitated for the new appointee to familiarize him/her about theCompany/its businesses and the group practices as the case may be and link is available atthe website www.pmtele.in.

Directors' Responsibility Statement

Pursuant to the requirement under section 134 (3) and (5) of theCompanies Act 2013 with respect to Directors' Responsibility Statement your boardof directors to the best of their knowledge and ability confirm that:

a. in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistentlyand the Directors 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 as at 31stMarch 2021 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a goingconcern basis;

e. internal financial controls have been laid down to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively;

f. proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively;

Constitution and Composition of Committees

The Audit Committee of the company is duly constituted as per section177 of the companies act 2013. Composition and Scope of Audit Committee is provided underthe 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 Committeew.e.f 15.04.2021 due to sudden demise of Mr. Gulabchand Pukhraj Surana on 14thMarch 2021 who was member of the above mentioned committee.

COMMITTEES OF THE BOARD:

The Nomination & Remuneration Committee along with StakeholdersRelationship committee is constituted as per the applicable provisions and its compositionis 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 StakeholdersRelationship committee w.e.f 15.04.2021 due to sudden demise of Mr. Gulabchand PukhrajSurana 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 withthe Stock Exchanges Corporate Governance report shall not be applicable to the companyfor the financial year ended 31st March 2021.

However company on voluntarily basis enclosing herewith a separateReport on Corporate Governance along with a certificate from a Practicing CompanySecretary 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 governancepolicies.

Management Discussion & Analysis

The Management Discussion and Analysis Report highlighting the industrystructure and developments opportunities and threats future outlook risks and concernsetc. is annexed as Annexure V

Statutory Auditors

M/s. Gupta Raj & Co. Chartered Accountant Mumbai (FirmRegistration No. 001687N) were appointed as Statutory Auditors of the Company for a termof 5 (Five) consecutive years at the 39th Annual General Meeting held on 30thSeptember 2019 to hold the office at P.M. Telelinnks Limited till the conclusion of 44thAnnual General Meeting of the Company. They have confirmed that they are not disqualifiedfrom continuing as Auditors of the Company.

Auditors' observations are suitably explained in notes to theAccounts and are self-explanatory.

Details in Respect of Fraud reported by Auditors: During the periodunder 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 notesto 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 applyto the Company and hence no cost auditors are appointed.

Secretarial Audit Report

Pursuant to the provisions of Section 204 read with Section 134(3) ofthe Companies Act 2013 the company is required to obtain Secretarial Audit Report fromPracticing Company Secretary. Mr. Nagamalla Sricharan Practising company secretary wasappointed as secretarial auditor to issue Secretarial Audit Report for the financial yearended 31st March 2021.

Secretarial Audit Report issued by Mr. Nagamalla Sricharan Practisingcompany 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 circularCIR/CFD/DIL/8/2012 dated August 13 2012 has mandated the inclusion of BRR as part of theAnnual Report for the top 100 listed entities based on their market capitalization onBombay Stock Exchange Ltd and National Stock Exchange of India Ltd as at 31 March 2012. Inview of the requirements specified the company is not mandated for the providing the BRRand hence do not form part of this Report.

Corporate Social Responsibility

The Company has not developed and implemented any Corporate SocialResponsibility 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 underSection 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 2013and the rules framed there under and pursuant to the applicable provision of SEBI (ListingObligations and disclosure Requirements) Regulations 2015 the listing agreement enteredwith stock exchanges the company has established a mechanism through which all stakeholders can report the suspected frauds and genuine grievances to the appropriateauthority. The Whistle blower policy which has been approved by the board of directors ofthe 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 standardsfor the financial year 2020-21.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in theCompany's shares and prohibits the purchase or sale of Company shares by theDirectors and the designated employees while in possession of unpublished price sensitiveinformation in relation to the Company and during the period when the Trading Window isclosed.

Members of the Board have confirmed compliance with the Code.

Risk Management Policy

Your Company has put in place a risk management policy based onglobally recognized standards which enables the company to proactively take care of theinternal and external risks of the company and ensures smooth business operations.

The company's risk management policy ensures that all its materialrisk exposures are properly covered all compliance risks are covered and thecompany's business growth and financial stability are assured. Boards of Directorsdecide 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 ofWomen at Workplace in accordance with The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. Internal Complaints Committee (ICC) hasbeen 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 theCompany 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 thefinancial years were in the ordinary course of business of the company and were on armlength basis. There were no materially significant related party transactions entered bythe company during the year with the promoters directors key managerial personnel orother persons which may have a potential conflict with the interest of the company.

Particulars of every contract or arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto shall be disclosed in Form No.AOC-2 as ‘Annexure 1 to thisreport.

Material changes and commitments if any affecting the financialposition of the company

There are no material changes and commitments affecting the financialposition of the company which occurred between the end of the financial year to which thefinancial statements relate and the date of the report.

Details of significant and material orders passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in future

No significant and material order has been passed by the regulatorscourts 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 suchthere 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 ofSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is appended as ‘Annexure2' to this Report.

In terms of Section 136 of the Companies Act 2013 the same is open forinspection at the Registered Office of the Company.

Copies of this statement may be obtained by the members by writing tothe Company Secretary at the Registered Office of the Company.

The ratio of the remuneration of each Director to the medianemployee's remuneration and other details in terms of Section 197(12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are enclosed in Annexure II and forms part ofthis Report.

Details of Subsidiary Joint Venture or Associate Companies

The Company does not have any Subsidiary Joint Venture or an AssociateCompany as on 31.03.2021.

Annual Return

The Ministry of Corporate Affairs vide Companies (Amendment) Act 2017effective from 28th August 2020 has dispensed the requirement to attach extract ofAnnual Return in form MGT-9 to the Board's report provided every Company shall placea copy of Annual return on the website of the Company if any and disclose the web-link ofsuch Annual return in the Board's report.

The copy of Annual Return in Form MGT-7 as on March 31 2021 isavailable on the Company's website and can be accessed at the given web-linkhttps://www.pmtele.in/annual-reports.html.

Particulars of Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo

Conservation of Energy which is not furnished as the relative rule isnot applicable to your company.

There is no information to be furnished regarding Technology Absorptionas your company has not undertaken any research and development activity in anymanufacturing activity nor any specific technology is obtained from any external sourceswhich 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 withthe nature of business and size of the operations to effectively provide for safety ofits assets reliability of financial transactions with adequate checks and balancesadherence to applicable statues accounting policies approval procedures and to ensureoptimum use of available resources. These systems are reviewed and improved on a regularbasis. It has a comprehensive budgetary control system to monitor revenue and expenditureagainst approved budget on an ongoing basis.

Internal Financial Control Systems

The Company has adequate Internal Financial Controls consistent withthe nature of business and size of the operations to effectively provide for safety ofits assets reliability of financial transactions with adequate checks and balancesadherence to applicable statues accounting policies approval procedures and to ensureoptimum use of available resources. These systems are reviewed and improved on a regularbasis. It has a comprehensive budgetary control system to monitor revenue and expenditureagainst approved budget on an ongoing basis.

Industrial Relations

The company enjoyed cordial relations with its employees during theyear under review and the Board appreciates the employees across the cadres for theirdedicated service to the Company and looks forward to their continued support and higherlevel of productivity for achieving the targets set for the future.

Human Resources

Your Company treats its "human resources" as one of its mostimportant assets.

Your Company continuously invests in attraction retention anddevelopment of talent on an ongoing basis. Your Company thrust is on the promotion oftalent internally through job rotation and job enlargement

Acknowledgements

Your Directors wish to express their appreciation of the support andco-operation of the Central and the State Government bankers financial institutionsbusiness associates employees shareholders customers suppliers and alliance partnersand seeks their continued patronage in future as well.

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