Your Directors have pleasure in presenting their 37th Annual Report on thebusiness and operations of your company for the financial year ended March 31*12017.
The standalone financial performance of the Company for the financial year ended March31 2017 is summarized below:
Amount in Rs.
|Particulars ||2016-17 ||2015-16 |
|Revenue from operations ||128779267 ||9.9170874 |
|Other Income ||Nil ||Nil |
|Total Revenue ||128779267 ||99170874 |
|Total Expenditure ||126434858 ||106780152 |
|Prior Period Adjustment || || |
|ProfitZ(Loss) before exceptional and extra- || || |
|ordinary items and taxes ||2344410 ||(7609278) |
|Less: exceptional and extraordinary' items || ||51200000 |
|Profit/ (loss) Before Taxation ||2344410 ||(58809278) |
|Less: - Current Tax ||496086 || |
|- Tax adjustment relating to prior years || ||72038 |
|- Deferred 'fax ||150759 ||(1694073) |
|Profit/(Lo$s) after Tax ||1697565 ||(57187243) |
REVIEW OF PERFORMANCE AND STATE OF THE COMPANY'S AFFAIRS
During the year under review the gross revenue of the Company increased to Rs.128779267/- compared to Rs. 99170874/- in the previous year and the Profit aftertax for the year increased to Rs. 1697565/- as compared to the previous year.
DIVIDEND AND TRANSFER TO RESERVES
The Company has not declared any dividend and there is transfer to reserves in thefinancial year 2016-17
The Authorized Share Capital of the Company stands at Rs. 120000000/- (Twelve Crore)divided into 12000000 (One Crore Twenty Lakh) equity Shares of Rs. 10/- each and paidup capital is Rs. 100750000 (Ten Crore Seven Lakhs and Fifty thousand) divided into1.00.75.000 (One Crore Seventy Five Thousand) Equity Shares of Rs. 10/-.
The Company entered into listing agreement with the BSE Limited.
The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017BSE where the Company's Shares are listed.
DIRECTORS & KEY MANAGERIAL PERSON:
The Board of directors of your company is duly constituted.
The following appointments to the Board are proposed:
Approval of the shareholders is being sought for the appointment of Mr. Ravi SuranaPukhraj (DIN: 01777676) as Director of the Company who reti re by rotation at the ensuingAnnual General Meeting of the Company and being eligible offer himsel f for re-appointmentin accordance with the provisions of the Companies Act and pursuant to Articles ofAssociation of the Company. Your Board recommends his re- appointment.
During the period under review Ms. Apeksha Naidu Company secretary of the Companyresigned from her post w.e.f. 27h January 2017 and Ms. Rashida Wagh wasappointed as the Company secretary' of the Company w.e.f. 27:h January 2017.
NUMBER OF MEETINGS OF THE BOARD:
Five Board Meetings were held on 25.05.2016.02.09.201610.11.201627.01.2017 and08.02.2017. The gap between any two Board Meetings is within the period prescribed by theCompanies Act 2013 and Listing Agreement.
DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received declarations form the Independent Director under Section149(6) of the Companies Act 2013 confirming their independence vis-a-vis the Company.
BOARD EVALUATION AND ASSESSMENT:
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. 1'or 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 members roles and responsibilities
d. Improved chairman - managing directors and board relations The evaluation processcovers 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 executive directorsto 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 gel 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 arc 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 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:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen
followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and the
Directors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 3 ls! March*2017 and of the profil/loss of the Company for that year;
c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of (heCompany and for preventing and detecting fraud and other irregularities;
d. the annua! accounts of the Company have been prepared on a going concern basis;
e. interna] financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
t. proper systems have bee n devi sed to cnsure compl i ance with tlie prov i s ions ofal 1 app I i cab I c laws and that such systems were adequate and operating effectively;
CONSTITUTION AND COMPOSITION OT AUDIT COMMITTEE
The Audit Committee of the company is duly constituted as per section 177 of thecompanies act 201 Composition and Scope of Audit Committee is provided under theCorporate Governance report annexed herewith.
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 along with a certificate from a IVactiringChartered Accountant regarding its compliance is annexed as Annexurc IV and forms part ofthis Report. Your com party will continue to adhere in letter and spirit to good corporategovernance policies.
MANAGEMENT DISCUSSION & ANALYSIS
The1 Management Discussion and Analysis Report highlighting the industrystructure and developments* opportunities and threats* future outlook risks and concernsetc is furnished separately and forms part of this report.
M/s. N.K. Jafan & Co (Firm Registration No. 104019W). Chattered AccountantsAuditors are re- appointed as Statutory Auditors of the Company.
The term of statutory auditor comes to end at this Annual General meeting the Auditcommittee and the Board further recommends the re-appointment of M/s. N.K. Jalan & Co.Chartered Accountants* Hyderabad* as the Statutory Auditors of the Company who confirmedtheir d.i gib ility under Section 139(1) of the Companies Act 20 j 3 to hold office fromthe conclusion of this Annual genera! Meeting upto the conclusion of - 39tft AnnualGeneral Meeting (subject to the ratification at every Annual General Meeting to be heldafter this Annual Genera! Meeting) on such remuneration as may be fixed by the Board ofDirectors in consultation with them.
Appropriate resolutions form part of the agenda at the ensuing Annual General Meeting.
Therefore re-appoi ntment of Statutory A uditors is being sought from the members ofthe Company at the ensuing AGM.
MANAGEMENT REPLIES TO AUDITORS REPORT:
With reference to observations made in Auditor's Report the notes of account isself-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 apply to the Companyand hence no cost auditors are appointed.
secretarial audit report
Pursuant to the provisions of Section 204 read with Section 134(3) of the CompaniesAct 2013 the company is required to obtain Secretarial Audit Report from PracticingCompany Secretary. Mr. Manoj Kumar Koyalkar Practising company secretary was appointed toissue Secretarial Audit Report for the financial year 2016-17.
Secretarial Audit Report issued by Mr. Manoj Kumar Koyalkar Practising companysecretary in Form MR-3 for the financial year 2016-17 forms part to this report asAnnexurc - VP. The company will ensure to file the ROC forms as suggested by theSecretarial Auditor.
BUSINESS RESPONSIBILITY REPORT fBRKl
Securities Exchange Board of India (SEBI) vide circular ClR/CPD/DlL/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 31 March 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 Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
REPLIES TO SECRETARIAT AUDITORS REPORT:
The company is looking for suitable firm/ individual to be appointed as the Internalauditor of the company.
PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS
Details of loans and guarantees given and investments made under Section 186 of the Actarc provided in the Notes to the Financial Statements.
WHISTLE BLOWER POLICY/VIG1L MECHANISM
Pursuant to the provisions of section 177 of the companies act 2013 and the rulesframed there under and pursuant to the applicable provision of SEB1 (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
RISK MANAGEMENT POLICY
The board of directors has formed a risk management committee to identify evaluatemitigate and monitor the risks associated w ith the business carried by the company. Thecommittee reviews the risk management plan and ensures its effectiveness. A mechanism hasbeen put in place which will be reviewed on regular intervals.
POLICY ON SEXUAL HARASSMENT
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. During the financial year ended 31st March 2017 the Companyhas 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 the financial years were inthe ordinary 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.
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 Annexurc I' to this report.
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 dale of the report.
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
Your Company has not accepted any deposits from the public. As such there was noprincipal or interest outstanding on the date of the Balance Sheet.
PARTICULARS OF EMPLOYEES
A table containing the particulars in accordance with the provisions of Section 197(12)of the Act. read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure IP to this Report.
In terms of Section 136 of the Companies Act. 2013 the same is open for inspection atthe Registered Office of the Company.
Copies of this statement may be obtained by the members by writing to the CompanySecretary at the Registered Office of the Company.
The ratio of the remuneration of each Director to the median employee's remunerationand other details in tenns of Section 197(12) of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areenclosed in Annexure - II and forms part of this Report
EXTRACT OF THE ANNUAL RETURN
In accordance with Section 134 (3) (a) of the Act. an extract of the Annual Return inthe prescribed format is appended as Annexure UP to this Report.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Conservation of Energy which is not furnished as the relative rule is not applicable toyour company.
There is no information to be furnished regarding Technology Absorption as your companyhas not undertaken any research and development activity in any manufacturing activity norany specific technology is obtained from any external sources which needs to be absorbedor 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 with the nature ofbusiness and size of the operations to effectively provide for safety of its assets reliability of financial transactions with adequate checks and balances adherence toapplicable statues accounting policies approval procedures and to ensure optimum use ofavailable resources. These systems are reviewed and improved on a regular basis. It has acomprehensive budgetary- control system to monitor revenue and expenditure againstapproved budget on an ongoing basis.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has adequate Internal Financial Controls consistent with the nature ofbusiness and size of the operations to effectively provide for safety of its assetsreliability of financial transactions with adequate checks and balances adherence toapplicable statues accounting policies approval procedures and to ensure optimum use ofavailable resources. These systems are reviewed and improved on a regular basis. It has acomprehensive budgetary control system to monitor revenue and expenditure against approvedbudget on an ongoing basis.
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
Your Directors wish to express their appreciation of the support and co-operation ofthe Central and the State Government bankers financial institutions businessassociates employees shareholders customers suppliers and alliance partners and seekstheir continued patronage in future as welt.
for and on behalf of the Hoard of
P M Telelinnks Limited
| ||Sd/- ||Sd/- |
|Place: Secunderabad ||Gulabchand Pukhraj Surana ||Ravi Surana |
|Date: 09.08.2017 ||Managing Director ||Director CFO |
| ||(DIN:01777675) ||(D1N:01777676) |