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Padmalaya Telefilms Ltd.

BSE: 532350 Sector: Media
NSE: PADMALAYAT ISIN Code: INE243B01016
BSE 00:00 | 07 Dec 2.48 0.06
(2.48%)
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NSE 05:30 | 01 Jan Padmalaya Telefilms Ltd
OPEN 2.40
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VOLUME 11341
52-Week high 3.30
52-Week low 2.05
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.40
CLOSE 2.42
VOLUME 11341
52-Week high 3.30
52-Week low 2.05
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Padmalaya Telefilms Ltd. (PADMALAYAT) - Director Report

Company director report

To

The Members PADMALAYA TELEFILMS LTD

Your directors have pleasure in presenting the 30th Annual Report on the business ofyour company and the Audited Financial Statements for the year ended on 31st March 2021thereof. The Business and operations of the company over the last fiscal year are brieflyencapsulated in this Annual Report.

Financial Results

Financial performance of the Company is elaborated in the Financial Statements annexedto this Annual Report.

Effect of COVID -19

Impact of COVID-19 on the Indian film industry at large is still being evaluatedproduction and related fields have suffered in India a lot. Due to the pandemic bigreleases postponed film TV and web series shootings halted theatres unable to screenmovies daily wage employees struggling for their next meal. The Indian film industry isgoing through its worst phase because of the lockdown necessitated by the coronaviruspandemic Covid-19's ripple effect was felt when film bodies including Federation ofWestern Indian Cine Employees (FWICE) and Indian Film & Television Directors'Association (IFTDA) decided to halt shooting of movies TV shows and web series. Majorproduction houses like Balaji Motion Pictures Dharma Productions and Yash Raj Films alsopromptly called off all production activity. Amid this various state governments orderedthe closing down of cinema halls and these situations sealed the fate for severalprojects.

The Company's proactive and compassionate response to the unprecedented challengesposed by the COVID-19 pandemic is very much in keeping with its founding principles. Ourthree-pronged approach to the pandemic includes ensuring the safety and well-being of ouremployees supporting the health care system with innovative products and solutions andsupporting the underprivileged who have been impacted the most by this crisis.

Business Performance Review

During the year under review due to various external marketing & industry factorshave affected the business and the performance of the company is not as per the businessstandards set-up by the management. The Board and its Management has made the postmortemanalysis on the lacuna in the performance and the Board of Directors assures you betterperformance in the years to come.

Outlook for the current year

Your Company has reviewed all its business divisions and the performance of theCompany is not as per the expectations inspite of continuous efforts to strengthen itsstand in the market.

Dividend

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 Ant piracy Society (AACT) to fight themenace.

DEPOSITS

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 ARRANGEMENTS WITH RELATED PARTIES

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014 except the remuneration to managerial personnelthere are 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 2021 there were no Equity Shares of Shareholders were lying in theEscrow Account due to non-availability of the correct particulars.

CORPORATE GOVERNANCE

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. 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: Nil

(d) Foreign exchange out go: Nil

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

STATUTORY AUDITORS

The provisions of Section 139(2) of the Companies Act 2013 and the Rules madethere-under mandated the Company to rotate its Statutory Auditors and Board of Directorsof the Company (on recommendation of Audit Committee) in its meeting held on 1st September2017 has (which was ratified by the shareholders in the Annual General meeting held on29th September 2017) approved the appointment of M/s. P C N & Associates. (FRN:016016S)Chartered Accountants as the Statutory Auditors of the Company.

In this regard the said Statutory Auditors has given the declaration that they meetthe criteria to act as the Statutory Auditor and they are not disqualified to continue asthe Statutory Auditors of the Company.

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 during the financial year 2020-21 as follows & the dates on which theabove-Board meetings were held are as follows:

30th May 2020; 30th June 2020 31st July 2020 5th September 2020 15th September 202014th November 2020 and 13th February 2021.

DIRECTORS AND INDEPENDENT DIRECTORS

Sri. Tammareddy Bharadwaja (DIN: 07332749) was regularised as Director in the lastAGM and Sri. Sakhamuri Sreenivasa Rao was appointed as an Independent Director of theCompany.

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 ofthe Company to the effect that they are meeting the criteria of independence as providedin Sub-section (6) of Section 149 of the Companies Act 2013 and are available forinspection at the registered office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act 2013 withrespect to Director's 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 2021 and of the profit and loss of the company for thatperiod;

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.

POLICIES

Material Subsidiary

During the year ended March 31 2021 the Company does not have any materiallisted/unlisted subsidiary companies as defined in SEBI (LODR) Regulations. The policy ondetermining material unlisted subsidiary of the Company is approved by the Board ofDirectors of the company.

Vigil Mechanism

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.

Details of Subsidiaries Associate Companies and Joint Venture Companies including inthe consolidated financial statements:

The Company do not have Subsidiaries Associate Companies and Joint Venture Companies.So the financials of the Company do not require to be prepared on consolidated basis.

Material changes and commitments affecting the financial position.

During the period under review there is no event & Material change and commitmentsaffecting the financial position.

Company's policy on director's appointment & remuneration.

The company has a policy on Directors' appointment & Remuneration and the same willbe implemented whenever the appointments take place.

Particulars of loans Guarantees or investments.

During the period under review there were no loans / Guarantees / Investments taken /provided by the Company.

Particulars of contract or arrangement with related party

During the period under review there were no contract or arrangement with relatedparty except as provided in the Auditor's Report.

Annual evaluation of its own & Board committees' performance.

The company has a policy on Board & Committees' evolution & performance and thesame is being reviewed on quarterly basis.

Implementation of risk management policy.

The company has a policy on risk management and the same is implemented by the Companyto mitigate the risk in the business.

Policy on CSR initiatives

The Company need not have to make constitute a policy for CSR as the same is notapplicable to the Company.

Post Balance Sheet events

There are no material events after the 31st March 2021 till the signing of this AnnualReport which has significant impact on the business of the Company.

Disclosure about Cost Audit

The requirement of maintaining the cost Audit Records is not applicable to the Company

Disclosure about ESOP and Sweat Equity Share

There are securities issued on ESOP basis / Sweat Equity.

Familiarisation programme for Independent Directors

Pursuant to the provisions of SEBI (LODR) Regulations the Company has formulated aprogramme 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. GV Narasimha Rao - Executive Director of the Company is the Chief ExecutiveOfficer of the Company (CEO) and Sri. MVRS Suryanarayana Chief Financial Officer (CFO) ofthe Company shall act as the Compliance Officer; both are the Key Managerial Personnel inaccordance with the Section 203 of the Companies Act 2013.

During the period under review the Company has not appointed a Qualified CompanySecretary due to high cost expected by the Company Secretary and shall appoint them assoon as possible.

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-a-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.

Secretarial Audit

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 in Form MR-3 is obtained by the company from Puttaparthi Jagannatham & Co.Practising Company Secretaries Hyderabad and forms part of this Annual report.

Explanation to the qualifications mentioned in the Secretarial Audit Report in FormMR-3 obtained from Puttaparthi Jagannatham & co. Practising Company SecretariesHyderabad:

1. The Company is in the process of appointing a Qualified Company Secretary as itsCompliance Officer and shall comply the same as soon as possible

2. The Company shall update its website with all necessary postings in its websiteimmediately.

3. There were instances of non-filing/delay in filing of compliances with the StockExchange during the financial year it was due to inadvertence and due to outbreak ofCOVID-19.

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.

Remuneration Policy

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.

Reply to the Qualifications / Reservation in the Audit Report / Secretarial AuditReport

Statutory Auditors of the Company has made the following qualification / reservationson the financial statements for the period ended on 31st March 2021 and the reply ofmanagement is as follows:

1. The Company has not paid the GST liability upto 31st March 2021.

Management's Response:

The GST liability as on 31st Mach 2021 could not be paid due to the suspension of theregistration of the GST registration. The company made appeal and it is under activeconsideration of the department for restoration of the same. On resolving of the issuethe company will proceed to affect the payments.

2. The Company has not submitted the physical verification reports of inventoryaggregating to Rs. 1313 13 770/- as at 31st March 2021 and no provision for impairmenthas been made therein. In the absence of alternative corroborative evidence we are unableto comment on carrying value of inventory and realizable value of the same.

Management's Response:

The amount has been spent by the company over the past years and the company does nothave any inventory to be valued as on date as the inventory pertains to the production offilms in the past and it is not practically verifiable at this point of time due topractical difficulties involved in the typical film production.

3. The Company has not submitted the confirmations of Trade Payables and TradeReceivables. In the absence of alternative corroborative evidence we are unable tocomment on the extent to which such balances are payable ore receivable.

Management's Response:

The company as per customary practice has issue letters to the trade creditors as wellas to the Trade debtors and no response has been received and as such the company is notable to confirm the

The Secretarial Auditors i.e. Puttaparthi Jagannatham & Co. has madequalifications in their Secretarial Audit Report regarding appointment of Key ManagerialPersonnel (CS). The Company is in the process of appointing the same soon and will complywith the Corporate Governance Requirements. There were instances of non-filing/delay infiling of compliances with the Stock Exchange during the financial year; it was due toinadvertence and due to outbreak of COVID-19.

The Company has set in place the compliance adherence mechanism and is reviewedquarterly to achieve 100% compliance status.

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.

PERSONNEL

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.

ACKNOWLEDGEMENTS

Your directors place on records 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 Order of the Board of Directors
Sd/-
Place: Hyderabad (G.V.Narasimha Rao)
Date: 2nd September 2021 CEO & Executive Director

.