PADMALAYA TELEFILMS LTD
Your Directors have pleasure in presenting the 28th Annual Report on thebusiness of your company and the Audited Financial Statements for the year ended on 31stMarch 2019 thereof. The Business and operations of the company over the last fiscal yearare briefly encapsulated in this Annual Report.
Financial performance of the Company is elaborated in the Financial Statements annexedto this Annual Report.
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. The revised plan of action for the betterperformance is set in all the divisions and the Company has set a plan to review all itsbusiness divisions quarterly and the Board of Directors assures you better performance inthe 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.
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 Antipiracy Society (AACT) to fight themenace.
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 ARRANGEMEMENTS 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.
As on 31st March 2019 there were no Equity Shares of Shareholders werelying in the Escrow Account due to non-availability of the correct particulars.
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 2015. 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.
MANA GEMENT 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: Nill
(d) Foreign exchange out go: Nill
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
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 1stSeptember 2017 has (which was ratified by the shareholders in the Annual General meetingheld on 29th September 2017) approved the appointment of M/s. P C N &Associates. (FRN: 016016S) (formerly M/s. Chandra Babu Naidu & Co.) CharteredAccountants 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 2018-2019 as follows & the dates on whichthe above Board meetings were held are as follows:
30th May 2018; 10th July 2018 13th July 2018 14thAugust 2018 1st September 2018; 14th November 2018; 14thFebruary 2019.
DIRECTORS AND INDEPENDENT DIRECTORS
Mr. Bijay Kumar Khemka Director of the Company has resigned from the office of theDirector w.e.f 10th June 2019. Smt. N. Uma Devi was appointed as the AdditionalDirector w.e.f 14th August 2019 to comply with the corporate governance clauserelating to woman Director and she has consented for the regularization as the Directorand also as Independent Director.
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 asprovided in Sub-section (6) of Section 149 of the Companies Act 2013 and are availablefor inspection 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 Directors 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 2019 and of the profit and loss of the companyfor that period;
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.
During the year ended March 31 2019 the Company does not have any materiallisted/unlisted subsidiary companies as defined in SEBI (LODR) Regulations 2015. Thepolicy on determining material unlisted subsidiary of the Company is approved by the Boardof Directors of the company.
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 required 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.
There are securities issued on ESOP basis / Sweat Equity.
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.
Your Directors place on record 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 2019 ||CEO & Executive Director |