Your Directors have pleasure in presenting the 40th (Fortieth) Annual Reportand the Audited Statement of Accounts for the year ended on March 31 2020.
The performance during the period ended March 31 2020 has been as under:
(Amount in Thousands)
|Particulars ||Current Year ||Previous Year |
| ||31-03-2020 ||31-03-2019 |
|Revenue from Operations ||386045.36 ||228065.44 |
|Other Income ||- ||305.53 |
|Total Revenue ||386045.36 ||228370.98 |
|Total Expenditure ||383696.15 ||226614.81 |
|Prior Period Adjustment ||- ||- |
|Profit / (loss) Before exceptional and extraordinary items and Tax ||2349.22 ||1756.17 |
|Less: exceptional and extraordinary items ||- ||- |
|Profit/ (loss) Before Taxation ||2349.22 ||1756.17 |
|Less: - Current Tax ||514.49 ||344.55 |
|- Tax adjustment relating to prior years ||- ||- |
|- Deferred Tax ||486.84 ||112.35 |
|Profit / (loss) After Tax ||1347.88 ||1299.27 |
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.386045360/- compared to Rs. 228065440/- in the previous year and the Profit aftertax for the year increased to Rs. 1347880/- compared to 1299270/- 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 falling within the meaning of Sec.73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 duringthe financial year under review and as such no amount of principal or interest on publicdeposits was outstanding as on the date of balance sheet.
Transfer to Reserves
Your Company has transferred Rs. 1347880/- to Retained Earnings during the FinancialYear under review
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 2020 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.
DIRECTORS AND KMP:
Appropriate resolutions for the appointment/re-appointment of Directors are beingplaced before you for your approval at the ensuing Annual General Meeting. The briefresume of the aforesaid Directors and other information have been detailed in the Notice.Your Directors recommend their appointment/re-appointment as Directors of your Company.
Mr. Casula Raj Kumar relinquished the position of Independent Director w.e.f January08 2020 due to personal obligations and other professional commitment. The Board placedon record its appreciation of the distinguished and valuable services rendered as aIndependent Director of the Company.
Mr. Laxmikanth Reddy Patlolla was appointment as Additional Non-Executive IndependentDirector of your Company w.e.f March 07 2020 and shall hold the office upto the date ofthis AGM.
Ms. Sakshi Gupta relinquished the position of Company Secretary and Compliance officew.e.f August 17 2019. The Board placed on record its appreciation of the distinguishedand valuable services rendered as Company Secretary and Compliance office of the Company.
Mr. Narasimham Mangavally was appointed as Company Secretary and Compliance office ofyour Company w.e.f August 17 2019.
Further there were no appointments and resignation of Directors and KMP during theFinancial Year 2019-20.
MEETINGS OF THE BOARD:
The Board of Directors duly met 8 (Eight) times on 03.05.2019 08.08.2019 17.08.201930.08.2019 06.11.2019 08.01.2020 31.01.2020 and 07.03.2020 in respect of whichmeetings proper notices were given and the proceedings were properly recorded and signedin the Minutes Book 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 meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 along with Rules framed thereunder andalong with the criteria of independence laid down under Regulation 16(1)(b) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
There has been no change in the circumstances affecting their status as IndependentDirectors of the Company during the Financial Year under review.
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. Moreeffective board process b. Better collaboration and communication c. Greater clarity withregard to member's roles and responsibilities d. Improved Chairman Managing Directors andBoard relations
The evaluation process covers the following aspects:
- Self-evaluation of Directors
- Evaluation of the performance and effectiveness of the board - Evaluation of theperformance and effectiveness of the committees - Feedback from the Non-ExecutiveDirectors 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 312020 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 2020 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 AUDITOR:
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) consecutiveyears at the 39th Annual General Meeting held on 30th September2019 to hold the office till the conclusion of 44th Annual General Meeting ofthe Company. They have confirmed that they are not disqualified from continuing asAuditors of the Company.
Auditors' observations are suitably explained in notes to the Accounts and areself-explanatory.
Details in Respect of Fraud reported by Auditors: During the period under review nofraud reported by Statutory Auditor's of the Company.
B. SECRETARIAL AUDITOR:
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.
Reply to the Auditors' observations:
1. The Company rectified the said non-compliance by vacation of office ofIndependent Director Mr. Casula Raj Kumar.
2. Annual Report to the stock exchange was submitted within 21 days afterthe Annual General Meeting.
3. The notice of the Board meeting was published on the website and thecompany ensured to send the Financial Results via E-mail to all the shareholders at theirRegistered E-mail Ids and also published the same on its website.
MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not required by the company and hencesuch accounts and records are not maintained.
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 2019-20.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
Your Company has not given any loans and guarantees or made investments that arecovered under Section 186 during the year under review
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the related party transactions that were entered during the Financial Year are inthe ordinary course of business of the Company and were on arm length basis. The AuditCommittee has approved the related party transactions for the FY 2019-20.
There were no materially significant related party transactions entered by the Companyduring the year with the promoters Directors key managerial personnel or other personswhich may have a potential 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 2020.
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:
Energy conservation dictates how efficiently a Company can conduct its operations. OurCompany Your Company's operations are not energy intensive. Adequate measures have beentaken to conserve energy wherever possible by using energy efficient computers andpurchase of energy efficient equipment.
|(i) the steps taken or impact on conservation of energy ||NIL |
|(ii) the steps taken by the company for utilizing alternate sources of energy ||NIL |
|(iii) the capital investment on energy conservation equipment's ||NIL |
B. TECHNOLOGY ABSORPTION:
Updation of Technology is a Continuous process absorption implemented and adapted bythe Company for innovation.
|(i) the efforts made towards technology absorption ||NIL |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution ||NIL |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial Year)- ||NIL |
|(a) the details of technology imported ||NIL |
|(b) the year of import; ||NIL |
|(c) whether the technology been fully absorbed ||NIL |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof ||NIL |
|(iv) the expenditure incurred on Research and Development ||NIL |
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
|Foreign Exchange Earning ||: NIL |
|Foreign Exchange Outgo ||: NIL |
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return of the Company in Form No. MGT-9 pursuant to Section134(3) of the Companies Act 2013 is given as an Annexure to this report and is availableon the website of the Company www.pmtele.com.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company has adequate system of internal financial control to safeguard and protectfrom loss unauthorized use or disposition of its assets. All the transactions areproperly authorized recorded and reported to the Management. The Company is following allthe applicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the Company checks and verifiesthe internal financial control and monitors them in accordance with policy adopted by theCompany. Even through this non-production period the Company continues to ensure properand adequate 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 Company has established a mechanismthrough which all stake holders can report the suspected frauds and genuine grievances tothe appropriate authority. The Whistle blower policy which has been approved by the Boardof Directors of the Company has been 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 a separate Report on CorporateGovernance together with a certificate from the Practicing Company Secretary confirmingcompliance 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 as issued by ICSI (Instituteof Company Secretaries of India) have been duly complied by the Company.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2019-20 toBSE where the Company's Shares are listed.
EVENTS SUBSEQUENT TO THE CLOSURE OF FINANCIAL YEAR AND UPTO DATE OF BOARDS' REPORT
The impact of COVID-19 pandemic has been felt all over the world. The effect on humanlives has been unprecedented. At the same time the global economy has also seen a dramaticreversal. The effect due to the lock down and other measures induced by the Government tocontrol the pandemic had a significant impact on the operations of our Company.
Consequent to the lock down announced by the Government all operations of the companycame to a standstill for temporary period from 24th March 2020 to 30th April2020.The Company has resumed its operations from 01st May 2020 with minimumstaff as per the guidelines of Government.
Material impact of COVlD-19 pandemic on operations and performance of the Company isstated below
4. Impact of COVlD-19 Pandemic on Business
The operations of the company was disturbed for a temporary period due to which firstquarter financial results for Financial year 2020-21 will be affected which will have animpact on the Financials for the year 2020-21.
5. Ability to maintain operations including the factories/units/office spacesfunctioning and closed down;
The operations of the Company has been resumed and the company is strictly complyingwith the guidelines issued by Government for social distancing mandatory wearing facemask and proper sanitizations with proper interval and minimum staff.
6. Schedule for restarting the operations
The operations of the Company recently resumed with partial capacity and minimum staffin accordance with the guidelines of Government.
7. Steps taken to ensure smooth functioning of operations
The company has taken proper steps to ensure smooth functioning of operations and forensuring health and safety of employee. It has taken series of measures and implementedguidelines for the same.
8. Estimation of future impact of COVlD-19 on its operations
COVlD-19 certainly have negative impact on the growth of the company. The business ofthe company is affected due to lockdown and various restrictions issued by Central andState Government. However company is taking adequate measures to cope up in thisdifficult situation.
9. Details of impact of COVlD-19 on listed entity's
Capital and Financial resources-Company's Capital and financial resourcesare not so affected. Liquidity Position-There will be short term workingcapital crunch due to lockdown. However the company is confident to manage the same incoming period.
Ability to service debt and other financial obligations-The company willbe able to meet all its debt obligation.
Internal Financial reporting and control- Internal Financial reportingand control are not affected Supply chain-Due to lockdown and restrictionsimposed on transportation by government the supply chain is adversely affected Demandfor its product-It will continue at slower pace.
10. Existing contracts/agreements where non-fulfillment of the obligation
Existing contracts/agreements will not be affected. Hence this will not havesignificant impact on the listed entity's business
11. Other relevant material updates about the listed entity's business
No such material information
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 wasin accordance with remuneration 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 2019-20:
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 || |
| || ||P.M. Telelinnks Limited |
| ||Sd/- ||Sd/- |
| ||Gulabchand Pukhraj Surana ||Ravi Surana Pukhraj |
|Date: 05.09.2020 ||Managing Director ||Director |
|Place: Secunderabad ||DIN: 01777675 ||DIN: 01777676 |