PADMALAYA TELEFILMS LTD
Your Directors have pleasure in presenting the 27th Annual Report on thebusiness of your company and the Audited Financial Statements for the year ended on 31stMarch 2018 thereof. The Business and operations of the company over the last fiscal yearare briefly encapsulated below:
|Particulars ||Year Ended 31st March 2018 ||Previous ended on 31st March 2017 |
|Turn Over ||121.98 ||233.85 |
|Profit / (Loss) Before Depreciation Tax & extra-ordinary items ||(112.47) ||(111.72) |
|Profit / (Loss) after Tax & After extra-ordinary items ||(143.58) ||(113.41) |
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.
Out look for the current year
Your Company has reviewed all its business divisions and to strengthen its stand inthe market the company has been concentrating in activities like multimedia training andDigitalization of the theaters and Film Production tie ups with experts 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 ofintellectual property rights 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.
DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES
As on 31st March 2018 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.
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: 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.
M/s. P C N & Associates. (FRN: 016016S) (formerly known as M/s. Chandra BabuNaidu & Co.) Chartered Accountants Hyderabad Statutory Auditors of the Company whowere appointed in the Annual General Meeting held on 29th September 2017 for a period ofFive years till conclusion of Thirty First (31st) Annual General Meeting willContinue as Statutory Auditor without ratification at every Annual General Meeting.
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 2017-2018 as follows & the dates on whichthe above Board meetings were held are as follows:
30th May 2017; 29th August 2017 1st September 2017;14th September 2017; 14th December 2017; 14th February2018.
DIRECTORS AND INDEPENDENT DIRECTORS
The appointment of Mr. Sreenivasa Rao Sakhamuri as Director-works could not be reneweddue to the reason that no consent was received from the said Director and also noproposal was received from any shareholder / Director proposing the said renewal of term.But Mr. S Sreenivasa Rao continue to be the Director of the Company. There was a delay inintimation of the change in designation to the ROC / Stock exchange due to inadvertence.
During the period under review Ms. Meduri Venkata Subhadra Prabhavathi Valli wasappointed as a Additional Director w.e.f 26th March 2018 to comply with thecorporate governance clause relating to woman Director but due to the personal reasons ofthe said Director she has resigned from the office of Director w.e.f 10th July 2018.
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 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 2018 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 2018 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.
Companys 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 arrangements for the CSR as the same is notapplicable to the Company
Post Balance Sheet events
There are no material events after the 31st March 2018 till the signing ofthis Annual Report which has significant impact on the business of the Company.
Disclosure about cost Audit
The requirement of maintaining the cost Audit Records are not applicable to theCompany.
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 2015 the Company has formulateda programme 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. MVRS Suryanarayana Senior Manager (Accounts & Admin) shall act as theCompliance Officer and shall be the Key Managerial Personnel till Chief Financial Officeris appointed in accordance with the Section 203 of the Companies Act 2013.
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--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.
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.
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 Boards Report.
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
There were no qualification / reservations made by the Statutory Auditors of theCompany.
The Secretarial Auditors i.e. Puttaparthi Jagannatham & Co. has made somequalifications in their Secretarial Audit Report regarding appointment of Key ManagerialPersonnel (CS & CFO). The Company is in the process of appointing the same and willstrengthen its Board and will comply with the Corporate Governance Requirements. Theappointment of Mr. Sreenivasa Rao Sakhamuri as Director-works could not be renewed due tothe reason that no consent was received from the said Director and also no proposal wasreceived from any shareholder / Director proposing the said renewal of term. But Mr. SSreenivasa Rao continue to be the Director of the Company. There was a delay in intimationof the change in designation to the ROC / Stock exchange due to inadvertence.
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.
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 orders of the Board |
| ||Sd/- |
|Place : Hyderabad ||(Bijay Kumar Khemka) |
|Date : 1st September 2018 ||Chairman |