Your directors have the pleasure in presenting the 45th Annual Report along with the AuditedFinancial Statements, Auditor’s Report on the business and operations of your company for thefinancial year ended March 31st, 2025.
The financial performance of the Company for the financial year ended March 31, 2025 issummarized below:
Particulars
2024-25
2023-24
Revenue from operations
68,986.51
3,06,793.48
Other Income
38.95
-
Total Revenue
69,025.46
Total Expenditure
68,894.00
3,05,735.08
Profit/(Loss) before exceptional and extra¬ordinary items and taxes
131.46
1,058.40
Exceptional Items
Tax ExpenseCurrent Tax
180.10
Deferred Tax
81.92
86.28
Profit/(Loss) after Tax
49.54
792.03
Earnings per equity shares in Rs.
0.00
0.08
During the year under review, the overall performance of the Company was reasonable consideringto the sector/market conditions. The earnings from operations are Rs. 68,986.51 thousand asagainst the previous year of Rs. 3,06,793.48 thousand. Simultaneously, profit after tax of thecompany was to Rs. 49.54 thousand as against the profit after tax of the previous year Rs. 792.03thousand.
In view of the planned business growth, your directors deem it proper to preserve the resourcesof the Company for its activities and therefore, do not propose any dividend for the Financial Yearended 31st March, 2025.
The Company has transferred INR 49.54 thousand. to Reserves during the financial year 2024-25.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, 2025 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 authorizedand paid-up share capital of the Company.
The Company has not issued any shares with differential rights and hence no information as perprovisions 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.
The Securities Exchange Board of India (SEBI), on September 02nd 2015, has issued SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 with an aim to consolidate andstreamline the provisions of listing agreement for different segments of capital market to ensurebetter 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 theeffective 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 2024-25 BSE where theCompany’s Shares are listed.
The Board of Directors of your company is duly constituted. The Board consists of Four Directorscomprising of One Executive Director Three Non-Executive Director, and Two IndependentDirectors.
The Board is efficient and the directors have requisite knowledge and exposure to provide requisiteinsights and direction to the Management of the Company.
The Directions given to the management are actually implemented and executed through theManaging Director and Whole Time Director.
With this structure, the management has ensured that the board is independent of themanagement in decision making and provides the requisite insights of the various external factorswhich the internal employees do not have access to.
Your directors believe that the Board must consciously create a culture of leadership to provide along-term vision and policy approach to improve the quality of governance. The Board’s actionsand 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.
No.
Name of the Director
Designation
DIN
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 IndependentDirector
06995671
4.
Mr. Patlolla Laxmi Kanth Reddy
08700773
1. Ms. Venkata Surya Sri Lakshmi Malapaka who was liable to retire by rotation was proposed tobe 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 31.03.2025:
No
Name
Mr. Surana Dipin
Chief Financial Officer
Managing Director & Chief Executive Officer
During the year, Mr. Pratik Rajendrakumar Koralwala, Company Secretary of the Company,resigned from his position with effect from 10th December, 2024. Sree Jithender KondabathiniChief Financial Officer of the Company, resigned from his position with effect from 13thNovember, 2024
The Board has duly met 6 (Six) times during the period under review. The gap between any twoBoard 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
30/05/2024
2
13/08/2024
3
13/11/2024
4
19/12/2024
5
14/02/2025
6
07/03/2025
The Last i.e. the 44th Annual General Meeting of the Company for the financial year 2023-2024 washeld on 30/09/2024 at the Registered Office of the Company.
There was no Extra Ordinary General Meeting held during the year under consideration.Declarations by Independent Directors:
The Company has received declarations form the Independent Director under Section 149(6) ofthe Companies Act, 2013 confirming their independence vis-a-vis the Company.
The company believes formal evaluation of the board and of the individual directors, on an annualbasis, is a potentially effective way to respond to the demand for greater board accountabilityand effectiveness. For the company, evaluation provides an ongoing means for directors to assesstheir individual and collective performance and effectiveness. In addition to greater boardaccountability, 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.
The Company shall through its Senior Managerial personnel familiarise the Independent Directorswith the strategy, operations and functions of the Company. The Independent Directors will alsobe familiarised with their roles, rights and responsibilities and orientation on StatutoryCompliances as a Board Member.
On appointment of the Independent Directors, they will be asked to get familiarised about theCompany’s operations and businesses. An Interaction with the key executives of the Company isalso facilitated to make them more familiar with the operations carried by the company. Detailedpresentations on the business of the company are also made to the Directors. Direct meetings withthe Chairman and the Managing Director are further facilitated for the new appointee tofamiliarize him/her about the Company/its businesses and the group practices as the case may beand link is available at the website www.pmtele.com.
The Company’s remuneration policy is driven by the success and performance of the individualemployee and the Company. Through its compensation programme, the Company endeavours toattract, retain, develop and motivate a high-performance workforce. The Company follows acompensation mix of fixed pay, benefits and performance based variable pay. Individualperformance pay is determined by business performance and the performance of the individualsmeasured through the annual appraisal process.
The Board on the recommendation of the Nomination & Remuneration Committee framed a policyfor selection and appointment of Directors, Senior Management and their remuneration includingcriteria for determining qualifications, positive attributes and independence of a director. TheRemuneration Policy is available on the website of the Company viz. www.pmtele.com.
Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013, with respectto Directors’ Responsibility Statement, your board of directors to the best of their knowledge andability confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and the Directorsmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March, 2025 and of the profit/lossof the Company for that year;
c. proper and sufficient care was taken for the maintenance of adequate accounting recordsin accordance with the provisions of this Act for safeguarding the assets of the Companyand 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 thatsuch internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;
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 Governancereport annexed herewith.
1. Mr. Kadakia Amish Bharat - Chairman
2. Mr. Patlolla Laxmi Kanth Reddy - Member
3. Mr. Ravi Surana Pukhraj - Member
The Nomination & Remuneration Committee along with Stakeholders Relationship committee isconstituted as per the applicable provisions and its composition is as follows:
Nomination & Remuneration Committee cum Compensation Committee
3. Ms. Malapaka Venkata Surya Lakshmi - Member
Stakeholders Relationship Committee
In pursuance of Regulation 15 to 27 read with Schedule V of SEBI (Listing Obligations & DisclosureRequirements) Regulations, 2015, entered into with the Stock Exchanges, Corporate Governancereport shall applicable to the company for the financial year ended 31st March, 2025.
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 ParaC of Schedule V of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 is annexed as Annexure-II & III and forms part of this 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 PracticeNumber 2886) was appointed as secretarial auditor to issue Secretarial Audit Report for thefinancial year ended 31st March, 2025.
Secretarial Audit Report issued by Mr. N.V.S.S. Suryanarayana an, Practising company secretary inForm MR-3 for the financial year 2024-25 forms part to this report as ‘Annexure - IV’.
Secretarial Comments
Management’s Reply
The Company has not appointed aCompany Secretary as required underSection 203 of the Companies Act, 2013from 10.12.2024 for the Financial Year2024-25, resulting in non-compliance.
The company is in the process of findinga new Company Secretary. Once the newCS is identified by the Company we willproceed with appointment process.
Statutory registers maintained under theCompanies Act, 2013 are not updated.
Companies are in process of updating theregisters.
There was a delay in submission of theresignation letter of Mr. JitenderKondabathini, Chief Financial Officer, andthe filing did not include all the requireddetails.
The management has filed freshcorporate announcement explainingreasons for violations and correctionsmade therof.
There was a delay in submission of theresignation letter of Mr. PratikRajendrakumar Koralwala, CompanySecretary, and the filing did not include allthe required details.
The Company has not complied with therequirement relating to the constitution ofthe Nomination and RemunerationCommittee under the Companies Act, 2013and SEBI (LODR) Regulations.
Revised return reflecting the actualcomposition of Nomination andRemuneration Committee was filed on02nd January, 2025 and penalty Amountpaid by company
Filing of Form MGT-7 for the Financial Year2024-25 and certain other statutory formswith the Registrar of Companies has beendelayed and paid additional fee for thesame.
Filed delay
The Company has not maintained afunctional website containing basic andmandatory information as required underSEBI (LODR) Regulations.
The company website was technicallydown and couldn’t be updated with allthe details due to technical issues.
SEBI asked for some clarifications and thecompany has provided the same.
Management has provided theappropriate clarifications.
The Management Discussion and Analysis Report highlighting the industry structure anddevelopments, opportunities and threats, future outlook, risks and concerns etc. is annexed asAnnexure V.
M/s. Gupta Raj & Co. Chartered Accountant, Mumbai (Firm Registration No. 001687N) wereappointed as Statutory Auditors of the Company, for a term of 5 (Five) consecutive years, at the44th Annual General Meeting held on 30th September, 2024 to hold the office at P.M. TelelinnksLimited till the conclusion of 49th Annual General Meeting of the Company to be for the financialyear 2029-30. They have confirmed that they are not disqualified from continuing as Auditors ofthe Company.
During the year under review, neither the statutory auditors nor the secretarial auditor hasreported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instanceof fraud committed against the company by its officers or employees, the details of which wouldneed to be mentioned in the Directors’ 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.
The Company has appointed the Internal Auditor for the Financial Year 2024-25.
The provisions of Section 148 of the Companies Act, 2013 does not apply to the Company andhence, no cost auditors are appointed.
Securities Exchange Board of India (SEBI) by notification No. SEBI/LAD-NRO/GN/2019/45 dated26.12.2019 (Securities and Exchange Board of India - Listing Obligations and DisclosureRequirements) (Fifth Amendment) Regulations, 2019 has mandated the inclusion of BRR as part ofthe Annual Report for the top 1000 listed entities based on their market capitalization on BSE Ltdand National Stock Exchange of India Ltd as at 31st March of every year. In view of therequirements specified, the company is not mandated for the providing the BRR and hence do notform part of this Report.
The Company has not developed and implemented any Corporate Social Responsibility initiativesas the said provisions shall not applicable to the company.
There are no loans, guarantees, or investments to report under the provisions of Section 186 ofthe Companies Act, 2013.
Pursuant to the provisions of section 177 of the Companies Act, 2013 and the rules framed thereunder and pursuant to the applicable provision of SEBI (Listing Obligations and disclosureRequirements) Regulations, 2015 the listing agreement entered with stock exchanges, thecompany has established a mechanism through which all stake holders can report the suspectedfrauds and genuine grievances to the appropriate authority.
The Whistle 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.
The Company has complied with all the applicable secretarial standards for the financial year2024-25.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view toregulate trading in securities by the Directors and designated employees of the Company. TheCode requires pre-clearance for dealing in the Company’s shares and prohibits the purchase orsale of Company shares by the Directors and the designated employees while in possession ofunpublished price sensitive information in relation to the Company and during the period whenthe Trading Window is closed.
Members of the Board have confirmed compliance with the Code.
Your Company has put in place a risk management policy based on globally recognized standardswhich enables the company to proactively take care of the internal and external risks of thecompany and ensures smooth business operations.
The company’s risk management policy ensures that all its material risk exposures are properlycovered, all compliance risks are covered and the company’s business growth and financialstability are assured. Boards of Directors decide the policies to ensure the protection of companyfrom any type of risks.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of TheSexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.Internal Complaints Committee (ICC) has been set up to redress complaints received regardingsexual harassment. All employees (permanent, contractual, temporary, trainees) are coveredunder this policy.
The following is a summary of sexual harassment complaints received and disposed of during theperiod under review:
• No. of complaints received: - NIL
• No. of complaints disposed of: - NIL
The Company declares that it has duly complied with the provisions of the Maternity Benefit Act,1961. All eligible women employees have been extended the statutory benefits prescribed underthe Act, including paid maternity leave, continuity of salary and service during the leave period,and post-maternity support such as nursing breaks and flexible return-to-work options, asapplicable. The Company remains committed to fostering an inclusive and supportive workenvironment that upholds the rights and welfare of its women employees in accordance withapplicable laws.
All the related party transactions that were entered during the financial years were in the ordinarycourse of business of the company and were on arm length basis. There were no materiallysignificant 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 theinterest of the company.
Particulars of every contract or arrangements entered into by the Company with related partiesreferred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’slength transactions under third proviso thereto shall be disclosed in Form No. AOC-2 as ‘AnnexureI’ to this report.
There are no material changes and commitments affecting the financial position of the companywhich occurred between the end of the financial year to which the financial statements relateand the date of the report.
No significant and material order has been passed by the regulators, courts, tribunals impactingthe going concern status and Company's operations in future
The Company has not accepted any Deposits during the year and there are no outstanding oroverdue deposits as on this date within the meaning of Section 73 of the Companies Act, 2013 asamended and in force.
Details in respect of remuneration paid to employees as required under Section 197(12) of theCompanies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, as amended, forms part of this report. In terms of Section 136of the Companies Act, 2013 the same is open for inspection at the Registered Office of theCompany.
Your Company is paying any remuneration to its Director hence, the ratio of the remuneration ofeach Director to the median employee’s remuneration and other details in terms of Section197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, does not form part of this Report.
The Company does not have any Subsidiary, Joint Venture or an Associate Company as on31.03.2025.
The Ministry of Corporate Affairs vide Companies (Amendment) Act, 2017 effective from 28thAugust, 2020, has dispensed the requirement to attach extract of Annual Return in form MGT-9 tothe Board’s report, provided every Company shall place a copy of Annual return on the website ofthe 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, 2025 will be available on the Company’swebsite and can be accessed at the given web-link www.pmtele.com.
(i)
the steps taken or impact onconservation of energy
Awareness to Employees to Switch off the Machines,AC's, Lights, Fans etc whenever not required
(ii)
the steps taken by thecompany for utilizingalternate sources of energy
The Company shall take necessary steps to utilizealternate sources of energy.
(iii)
the capital investment onenergy conservationequipment’s
Nil
(B) Technology absorption
the efforts made towards technologyabsorption
The Company has neither absorbed noradopted any new technology. TheCompany has also not made anyinnovation in technology other than theR&D.
the benefits derived like productimprovement, cost reduction, productdevelopment or import substitution
No benefits derived in the year underreview.
in case of imported technology (importedduring the last three years reckoned fromthe 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 fullyabsorbed
(d) if not fully absorbed, areas whereabsorption has not taken place, and thereasons thereof
(iv)
the expenditure incurred on Researchand Development
There were no foreign earnings and outgo during the financial year 2024-25.
The Company has adequate Internal Financial Controls consistent with the nature of business andsize of the operations, to effectively provide for safety of its assets, reliability of financialtransactions with adequate checks and balances, adherence to applicable statues, accountingpolicies, approval procedures and to ensure optimum use of available resources. These systemsare reviewed and improved on a regular basis. It has a comprehensive budgetary control systemto monitor revenue and expenditure against approved budget on an ongoing basis.
The Directors have laid down Internal Financial Controls procedures to be followed by the Companywhich ensure compliance with various policies, practices and statutes in keeping with theorganization’s pace of growth and increasing complexity of operations for orderly and efficientconduct of its business. The Board, from time to time, evaluated the adequacy and effectivenessof internal financial control of the Company with regard to: -
1. Systems have been laid to ensure that all transactions are executed in accordance withmanagement's general and specific authorization. There are well-laid manuals for suchgeneral or specific authorization.
2. Systems and procedures exist to ensure that all transactions are recorded as necessary topermit preparation of Financial Statements in conformity with Generally AcceptedAccounting Principles or any other criteria applicable to such statements, and to maintainaccountability for aspects and the timely preparation of reliable financial information.
3. Access to assets is permitted only in accordance with management's general and specificauthorization. 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 andappropriate action is taken with respect to differences, if any.
5. Proper systems are in place for prevention and detection of frauds and errors and forensuring adherence to the Company’s policies.
The company enjoyed cordial relations with its employees during the year under review and theBoard 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 thetargets set for the future.
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 anongoing basis. Your Company thrust is on the promotion of talent internally through job rotationand job enlargement
During the period under review, there was neither application made nor any proceeding initiatedor pending under the Insolvency and Bankruptcy code, 2016
Details Of Difference Between Amount of The Valuation Done at The Time of One TimeSettlement and The Valuation Done While Taking Loan from The Banks or Financial InstitutionsAlong with The Reasons Thereof
During the period under review, there was no one time settlement with BankGeneral
Your directors state that no disclosure or reporting is required in respect of the following mattersas 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 schemesave 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
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.
Your directors wish to express their appreciation of the support and co-operation of the Centraland the State Government, bankers, financial institutions, business associates, employees,shareholders, customers, suppliers and alliance partners and seeks their continued patronage infuture as well.
For and on behalf of the Board ofP.M. TELELINNKSLIMITED
Date: 14.08.2025 Venkata Surya Sri Lakshmi Malapaka Ravi Surana Pukhraj
Director Managing Director & CEO
DIN: 07169994 DIN: 01777676