Your directors have the pleasure in presenting the 44th Annual Report along with the Audited Financial
Statements, Auditor’s Report on the business and operations of your company for the financial year ended
March 31st, 2024.
Financial Results
The financial performance of the Company for the financial year ended March 31, 2024 is summarized
below:
|
Particulars
|
2023-24
|
2022-23
|
|
Revenue from operations
|
3,067.93
|
3,201.74
|
|
Other Income
|
-
|
-
|
|
Total Revenue
|
3,067.93
|
3,201.74
|
|
Total Expenditure
|
3,057.35
|
3178.63
|
|
Profit/(Loss) before exceptional and extra-ordinary
|
10.58
|
23.11
|
|
items and taxes
|
|
|
|
Exceptional Items
|
-
|
-
|
|
Tax Expense
|
|
|
|
Current Tax
|
1.80
|
5.82
|
|
Deferred Tax
|
0.087
|
0.98
|
|
Profit/(Loss) after Tax
|
7.92
|
16.39
|
|
Earnings per equity shares in Rs.
|
0.08
|
0.16
|
Review of Performance and state of the company’s affairs
During the year under review, the overall performance of the Company was reasonable considering to the
sector/market conditions. The earnings from operations are Rs. 3,067.93 lakhs as against the previous year of
Rs. 3,201.74 lakhs. Simultaneously, profit after tax of the company was decreased to Rs. 7.92 lakhs as
against the profit after tax of the previous year Rs. 16.39 lakhs.
Dividend
In view of the planned business growth, your directors deem it proper to preserve the resources of the
Company for its activities and therefore, do not propose any dividend for the Financial Year ended 31st
March, 2024.
Reserves
The Company has transferred INR 7.92 lakhs to Reserves during the financial year 2023-24.
Share Capital
During the year under review, there has been no change in the Share Capital of the Company.
The Authorized Share Capital of the company is Rs. 12,00,00,000/- (Rupees Twelve Crores only) divided
into 1,20,00,000 Equity Shares of Rs. 10./- (Rupees Ten only) each.
The Issued, Subscribed and Paid-up Capital of the Company as on 31st March, 2024 is Rs. 10,07,50,000 (Ten
Crore Seven Lakhs Fifty thousand) divided into 10,075,000 Equity Shares of Rs. 10./- (Rupees Ten only)
each. During the period under review there is no change in authorized and paid-up share capital of the
Company.
The Company has not issued any shares with differential rights and hence no information as per provisions
of Section 43(a) (ii) of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.
Listing
The Securities Exchange Board of India (SEBI), on September 02nd 2015, has issued SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 with an aim to consolidate and streamline the
provisions of listing agreement for different segments of capital market to ensure better enforceability. The
said regulations were effective from December 1st, 2015. Accordingly, all listed entities were required to
enter into the Listing Agreement within 6 months from the effective date. The Company entered into listing
agreement with the BSE Limited.
The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 BSE where the
Company’s Shares are listed.
Directors & Key Managerial Personnel:
The Board of Directors of your company is duly constituted. The Board consists of Four Directors
comprising of One Executive Director Three Non-Executive Director, and Two Independent Directors.
The Board is efficient and the directors have requisite knowledge and exposure to provide requisite insights
and direction to the Management of the Company.
The Directions given to the management are actually implemented and executed through the Managing
Director and Whole Time Director.
With this structure, the management has ensured that the board is independent of the management in decision
making and provides the requisite insights of the various external factors which the internal employees do
not have access to.
Your directors believe that the Board must consciously create a culture of leadership to provide a long-term
vision and policy approach to improve the quality of governance. The Board’s actions and decisions are
aligned with the Company’s best interests.
The company has maintained an optimum combination of Executive and Non-Executive Directors.
The composition of the Board, Category, DIN of Directors are as follows:
|
S.
|
Name of the Director
|
Designation
|
DIN
|
|
No.
|
|
|
|
|
1.
|
Mr. Ravi Surana Pukhraj
|
Managing Director & CEO
|
01777676
|
|
2.
|
Ms. Venkata Surya Sri Lakshmi Malapaka
|
Non-Executive Director
|
07169994
|
|
3.
|
Mr. Kadakia Amish Bharat
|
Non-Executive Independent
Director
|
06995671
|
|
4.
|
Mr. Patlolla Laxmi Kanth Reddy
|
Non-Executive Independent
Director
|
08700773
|
Proposed Appointments
1. Ms. Venkata Surya Sri Lakshmi Malapaka who was liable to retire by rotation was proposed to be
appointed as director of the company in this Annual general meeting of the company.
The following are the Key Managerial personnel of the Company as on 31.03.2024:
|
S.
No
|
Name
|
Designation
|
|
1.
|
Mr. Pratik Rajendrakumar Koralwala
|
Company Secretary
|
|
2.
|
Mr. Sree Jithender Kondabathini
|
Chief Financial Officer
|
|
3.
|
Mr. Ravi Surana Pukhraj
|
Managing Director & Chief Executive Officer
|
Number of meetings of the board:
The Board has duly met 4 (Four) times during the period under review. The gap between any two Board
Meetings is within the period prescribed by the Companies Act, 2013 and Listing Agreement. and the details
of meetings are as follows:
|
S. No
|
Date of Board meeting
|
|
1
|
30/05/2023
|
|
2
|
14/08/2023
|
|
3
|
08/11/2023
|
|
4
|
13/02/2024
|
Declarations by Independent Directors:
The Company has received declarations form the Independent Director under Section 149(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, on an annual basis, is a
potentially effective way to respond to the demand for greater board accountability and effectiveness. For the
company, evaluation provides an ongoing means for directors to assess their individual and collective
performance and effectiveness. In addition 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 process covers the following aspects
- Self-evaluation of directors
- Evaluation of the performance and effectiveness of the board
- Evaluation of the performance and effectiveness of the committees
- Feedback from the non-executive directors 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 Independent Directors with the
strategy, operations and functions of the Company. The Independent Directors will also be familiarised with
their roles, rights and responsibilities and orientation on Statutory Compliances as a Board Member.
On appointment of the Independent Directors, they will be asked to get familiarised about the Company’s
operations and businesses. An Interaction with the key executives of the Company is also facilitated to make
them more familiar with the operations carried by the company. Detailed presentations on the business of the
company are also made to the Directors. Direct meetings with the Chairman and the Managing Director are
further facilitated for the new appointee to familiarize him/her about the Company/its businesses and the
group practices as the case may be and link is available at the website www .pmtele. com.
Appointment and Remuneration Policy
The Company’s remuneration policy is driven by the success and performance of the individual employee
and the Company. Through its compensation programme, the Company endeavours to attract, retain, develop
and motivate a high-performance workforce. The Company follows a compensation mix of fixed pay,
benefits and performance based variable pay. Individual performance pay is determined by business
performance and the performance of the individuals measured through the annual appraisal process.
The Board on the recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Senior Management and their remuneration including criteria for
determining qualifications, positive attributes and independence of a director. The Remuneration Policy is
available on the website of the Company viz. www.pmtele.com.
Directors’ Responsibility Statement
Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013, with respect to
Directors’ Responsibility Statement, your board of directors to the best of their knowledge and ability
confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards had been 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 a true and fair view of the
state of affairs of the Company as at 31st March, 2024 and of the profit/loss of the Company for that
year;
c. proper and sufficient care was taken for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company and that such
internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively;
Constitution and Composition of Committees
The Audit Committee of the company is duly constituted as per section 177 of the Companies Act, 2013.
Composition and Scope of Audit Committee is provided under the Corporate Governance report annexed
herewith.
Audit Committee
1. Mr. Kadakia Amish Bharat - Chairman
2. Mr. Patlolla Laxmi Kanth Reddy - Member
3. Mr. Ravi Surana Pukhraj - Member
COMMITTEES OF THE BOARD:
The Nomination & Remuneration Committee along with Stakeholders Relationship committee is constituted
as per the applicable provisions and its composition is as follows:
Nomination & Remuneration Committee cum Compensation Committee
1. Mr. Kadakia Amish Bharat - Chairman
2. Mr. Patlolla Laxmi Kanth Reddy - Member
3. Ms. Malapaka Venkata Surya Lakshmi - Member
Stakeholders Relationship Committee
1. Mr. Kadakia Amish Bharat - Chairman
2. Mr. Patlolla Laxmi Kanth Reddy - Member
3. Mr. Ravi Surana Pukhraj - Member
Corporate Governance
In pursuance of Regulation 15 to 27 read with Schedule V of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, entered into with the Stock Exchanges, Corporate Governance report shall
applicable to the company for the financial year ended 31st March, 2024.
However, in pursuance of Schedule V of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, a certificate from Mr. N.V.S.S. Suryanarayana, Practicing Company Secretary, (Mem No.
5868 & Certificate of Practice Number 2886) in compliance with (i) of Point (10) of Para C of Schedule V of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 is annexed as Annexure-II & III and forms part of this Report.
Secretarial Audit Report
Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the company
is required to obtain Secretarial Audit Report from Practicing Company Secretary. Mr. N.V.S.S.
Suryanarayana, Practising Company Secretary (Mem No. 5868 & Certificate of Practice Number 2886) was
appointed as secretarial auditor to issue Secretarial Audit Report for the financial year ended 31st March,
2024.
Secretarial Audit Report issued by Mr. N.V.S.S. Suryanarayana an, Practising company secretary in Form
MR-3 for the financial year 2023-24 forms part to this report as ‘Annexure - IV’.
Replies to Secretarial Auditor’s Report
|
S. No
|
Qualification
|
Management response
|
|
1
|
The financial results were not published in the
newspaper as per Regulation 47 of SEBI
(Listing and Obligations and Disclosure
requirements) Regulations, 2015.
|
Considering the shortage of working
capital, the company was unable to
give newspaper publication of notice
of Board meeting and financial
Results. However, Company will
Ensure to comply with same.
|
|
2
|
The Website not functional containing basic
information about the Company As per
Regulation on 46 and 62 of Securities and
Exchange Board of India (SEBI) (Listing
Obligations and Disclosure Requirements)
Regulation, 2015(“Listing Regulation”),
|
Considering the shortage of working
capital, the company was unable to
give newspaper publication of notice
of Board meeting and financial
results. However, Company will
ensure to comply with same.
|
Management Discussion & Analysis
The Management Discussion and Analysis Report highlighting the industry structure and developments,
opportunities and threats, future outlook, risks and concerns etc. is annexed as Annexure V.
Statutory Auditors
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) consecutive years, at the 39th Annual General
Meeting held on 30th September, 2019 to hold the office at P.M. Telelinnks Limited till the conclusion of 44th
Annual General Meeting of the Company to be held in the year 2024. They have confirmed that they are not
disqualified from continuing as Auditors of the Company.
The Board Proposes to re-appoint M/s. Gupta Raj & Co, Chartered Accountants (Firm Registration No.
001687N), as Statutory Auditors of the Company, for a period of 5 (Five) years, from the conclusion of the
upcoming 44th (Forty Fourth) Annual General Meeting till the conclusion of 49th (Forty Nineth) Annual
General Meeting of the Company to be held for the financial year 2029-30, at such remuneration as may be
fixed by Board of Directors of the Company in mutual consent with the Auditors.
Auditors’ observations are suitably explained in notes to the Accounts and are self-explanatory.
Reporting of frauds by auditors
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the
audit committee, under Section 143 (12) of the Companies Act, 2013, any instance of fraud committed
against the company by its officers or employees, the details of which would need to be mentioned in the
Directors’ Report.
Management Replies to Auditors Report:
With reference to observations made in Auditor’s Report, the notes to account are self-explanatory and
therefore do not call for any further comments.
Internal Audit Report
The Company has not appointed the Internal Auditor for the Financial Year 2023-24
Cost Audit Report
The provisions of Section 148 of the Companies Act, 2013 does not apply to the Company and hence, no
cost auditors are appointed.
Business Responsibility Report (BRR)
Securities Exchange Board of India (SEBI) by notification No. SEBI/LAD-NRO/GN/2019/45 dated
26.12.2019 (Securities and Exchange Board of India - Listing Obligations and Disclosure Requirements)
(Fifth Amendment) Regulations, 2019 has mandated the inclusion of BRR as part of the Annual Report for
the top 1000 listed entities based on their market capitalization on BSE Ltd and National Stock Exchange of
India Ltd as at 31st March of every year. In view of the requirements specified, the company is not mandated
for the providing the BRR and hence do not form part of this Report.
Corporate Social Responsibility
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said
provisions shall not applicable to the company.
Particulars of Loans, Guarantees and Investments
There are no loans, guarantees, or investments to report under the provisions of Section 186 of the
Companies Act, 2013.
Whistle Blower Policy/Vigil Mechanism
Pursuant to the provisions of section 177 of the Companies Act, 2013 and the rules framed there under and
pursuant to the applicable provision of SEBI (Listing Obligations and disclosure Requirements) Regulations,
2015 the listing agreement entered with stock exchanges, the company has established a mechanism through
which all stake holders can report the suspected frauds and genuine grievances to the appropriate authority.
The Whistle blower policy which has been approved by the board of directors of the company has been
hosted on the website of the company viz www.pmtele.com.
Secretarial Standards
The Company has complied with all the applicable secretarial standards for the financial year 2023-24.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated employees of the Company. The Code requires pre¬
clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed.
Members of the Board have confirmed compliance with the Code.
Risk Management Policy
Your Company has put in place a risk management policy based on globally recognized standards which
enables the company to proactively take care of the internal and external risks of the company and ensures
smooth business operations.
The company’s risk management policy ensures that all its material risk exposures are properly covered, all
compliance risks are covered and the company’s business growth and financial stability are assured. Boards
of Directors decide the policies to ensure the protection of company from any type of risks.
Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed of during the period
under review:
• No. of complaints received: - NIL
• No. of complaints disposed of: - NIL
Particulars of Contracts or arrangements with related parties
All the related party transactions that were entered during the financial years were in the ordinary course of
business of the company and were on arm length basis. There were no materially significant related party
transactions entered by the company during the year with the promoters, directors, key managerial personnel
or other persons which may have a potential conflict with the interest of the company.
Particulars of every contract or arrangements entered into by the Company with related parties referred to in
sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under
third proviso thereto shall be disclosed in Form No. AOC-2 as ‘Annexure I’ to this report.
Material changes and commitments, if any, affecting the financial position of the company
There are no material changes and commitments affecting the financial position of the company which
occurred between the end of the financial year to which the financial statements relate and the date of the
report.
Details of significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and company’s operations in future
No significant and material order has been passed by the regulators, courts, tribunals impacting the going
concern status and Company's operations in future
Public Deposits
The Company has not accepted any Deposits during the year and there are no outstanding or overdue
deposits as on this date within the meaning of Section 73 of the Companies Act, 2013 as amended and in
force.
Particulars of Employees
Details in respect of remuneration paid to employees as required under Section 197(12) of the Companies
Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the
same is open for inspection at the Registered Office of the Company.
Your Company is paying any remuneration to its Director hence, the ratio of the remuneration of each
Director to the median employee’s remuneration and other details in terms of Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, does not form part of this Report.
Details of Subsidiary, Joint Venture or Associate Companies
The Company does not have any Subsidiary, Joint Venture or an Associate Company as on 31.03.2024.
Annual Return
The Ministry of Corporate Affairs vide Companies (Amendment) Act, 2017 effective from 28th August,
2020, has dispensed the requirement to attach extract of Annual Return in form MGT-9 to the Board’s
report, provided every Company shall place a copy of Annual return on the website of the Company, if any
and disclose the web-link of such Annual return in the Board’s report.
The copy of Annual Return in Form MGT-7 as on March 31, 2024 will be available on the Company’s
website and can be accessed at the given web-link www.pmtele.com.
Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo
(A) Conservation of Energy
|
(i)
|
the steps taken or impact on
conservation of energy
|
Awareness to Employees to Switch off the Machines, AC's,
Lights, Fans etc whenever not required
|
|
(ii)
|
the steps taken by the company
|
The Company shall take necessary steps to utilize alternate
|
| |
for utilizing alternate sources of
energy
|
sources of energy.
|
|
(iii)
|
the capital investment on energy
conservation equipment’s
|
Nil
|
(B) Technology absorption
|
(i)
|
the efforts made towards technology
absorption
|
The Company has neither absorbed nor adopted
any new technology. The Company has also not
made any innovation in technology other than
the R&D.
|
|
(ii)
|
the benefits derived like product improvement,
cost reduction, product development or import
substitution
|
No benefits derived in the year under review.
|
|
(iii)
|
in case of imported technology (imported
during the last three years reckoned from the
beginning of the financial year)-
|
No new technology is imported
|
| |
(a) the details of technology imported
|
-
|
| |
(b) the year of import;
|
-
|
| |
(c) whether the technology been fully absorbed
|
-
|
| |
(d) if not fully absorbed, areas where
absorption has not taken place, and the reasons
thereof
|
|
|
(iv)
|
the expenditure incurred on Research and
Development
|
Nil
|
Foreign Exchange Earnings and Outgo
There were no foreign earnings and outgo during the financial year 2023-24.
Internal Audit & Controls
The Company has adequate Internal Financial Controls consistent with the nature of business and size of the
operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate
checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure
optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a
comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an
ongoing basis.
Internal Financial Control Systems
The Company has adequate Internal Financial Controls consistent with the nature of business and size of the
operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate
checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure
optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a
comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an
ongoing basis.
Statement in respect of Adequacy of Internal Financial Controls with reference to the Financial
Statements:
The Directors have laid down Internal Financial Controls procedures to be followed by the Company which
ensure compliance with various policies, practices and statutes in keeping with the organization’s pace of
growth and increasing complexity of operations for orderly and efficient conduct of its business. The Board,
from time to time, evaluated the adequacy and effectiveness of internal financial control of the Company
with regard to: -
1. Systems have been laid to ensure that all transactions are executed in accordance with management's
general and specific authorization. There are well-laid manuals for such general or specific
authorization.
2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit
preparation of Financial Statements in conformity with Generally Accepted Accounting Principles or
any other criteria applicable to such statements, and to maintain accountability for aspects and the
timely preparation of reliable financial information.
3. Access to assets is permitted only in accordance with management's general and specific
authorization. No assets of the Company are allowed to be used for personal purposes, except in
accordance with terms of employment or except as specifically permitted.
4. The existing assets of the Company are verified/checked at reasonable intervals and appropriate
action is taken with respect to differences, if any.
5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring
adherence to the Company’s policies.
Industrial Relations
The company enjoyed cordial relations with its employees during the year under review and the Board
appreciates the employees across the cadres for their dedicated service to the Company, and looks forward to
their continued support and higher level of productivity for achieving the targets set for the future.
Human Resources
Your Company treats its “human resources” as one of its most important assets.
Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.
Y our Company thrust is on the promotion of talent internally through j ob rotation and j ob enlargement
Details Of Application Made or Any Proceeding Pending Under the Insolvency and Bankruptcy Code,
2016 (31 Of 2016)
During the period under review, there was neither application made nor any proceeding initiated or pending
under the Insolvency and Bankruptcy code, 2016
Details Of Difference Between Amount of The Valuation Done at The Time of One Time Settlement
and The Valuation Done While Taking Loan from The Banks or Financial Institutions Along with The
Reasons Thereof
During the period under review, there was no one time settlement with Bank
General
Your directors state that no disclosure or reporting is required in respect of the following matters as there
were no transactions on these matters during the year under review:
• Issue of equity shares with differential rights as to dividend, voting or otherwise.
• Issue of shares (including sweat equity shares) to employees of the company under any scheme save and
except Employees’ Stock Options Schemes referred to in this report.
• There has been no change in the nature of business of the company.
• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
• There was no instance of onetime settlement with any bank or financial institution
Personnel
Your directors place on records their appreciation for the services rendered by the employees. The relation
between the management and the employees has been cordial throughout the year.
Acknowledgements
Your directors wish to express their appreciation of the support and co-operation of the Central and the State
Government, bankers, financial institutions, business associates, employees, shareholders, customers,
suppliers and alliance partners and seeks their continued patronage in future as well.
For and on behalf of the Board of
P.M. TELELINNKS LIMITED
Place: Hyderabad Sd/- Sd/-
Date: 13.08.2024 Venkata Surya Sri Lakshmi Malapaka Ravi Surana Pukhraj
Director Managing Director & CEO
DIN: 07169994 DIN: 01777676
|