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Padmalaya Telefilms Ltd. के निदेशक की रिपोर्ट
Mar 31, 2025
Your directors have pleasure in presenting the 34th Annual Report on the business of your company and the
Audited Financial Statements for the year ended on 31st March 2025 thereof. The Business and operations of
the company over the last fiscal year are briefly encapsulated in this Annual Report.
FINANCIAL RESULTS
Financial performance of the Company is detailed in the Financial Statements annexed to this Annual Report.
BUSINESS PERFORMANCE REVIEW
Due to various external, marketing & industry factors, during the financial year under review, the performance
of the company is not as per the business standards set-up by the management. The Board and its
Management has made the postmortem analysis on the performance and the Board of Directors making
tireless efforts for steering the Company in the right direction and exploring the various options for
betterment.
OUTLOOK FOR THE CURRENT YEAR
Your Company is not as per the expectations in spite of continuous efforts to strengthen its stand in the market
and assures you better performance in the years to come.
DIVIDEND
Due to paucity of funds and in absence of profits, the Board could not recommend dividend during the year
under review.
BUSINESS RISK MANAGEMENT
The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as
external risks. The threats to the industry in which the company operates are:
Piracy: Piracy of the produced content, under the purview of intellectual property rights, can adversely
affect revenues and profitability.
Mitigation: Industry members have set up an Antipiracy Society (AACT) to fight the menace.
DEPOSITS
The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and accordingly,
the disclosure requirements stipulated under the said Chapter are not applicable.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year under review, the company has not given any loans, Guarantees and Investments 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) of the Companies (Accounts)
Rules, 2014, except the remuneration to managerial personnel, there 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 annexed herewith elsewhere in
the Annual Report, and is available in the website of the Company i.e. www.padmalayatelefilms.com
DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES
As on 31st March 2025, there were no Equity Shares of Shareholders were lying in the Escrow Account due to
non-availability of the correct particulars.
CORPORATE GOVERNANCE
A separate section on Corporate Governance together with a certificate from the Statutory Auditor''s
confirming compliance is set out in the Annexure forming part of this report. Your Company is compliant with
the Corporate Governance requirements as per the Provisions of SEBI (Listing Obligations and Disclosures
Requirements) Regulations to a certain extent.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
A Management Discussion and Analysis Report, has been attached and forms part of the Annual 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 energy, and
(ii) the capital investment on energy conservation equipment''s, are - The company is not engaged in
manufacturing activities, and as such the particulars relating to conservation of energy is not
applicable. The company makes every effort to conserve energy as far as possible in its editing
facilities, Production Floors, Office etc.
(b) Technology Absorption, adaptation and innovation:-
(i) The company is not engaged in manufacturing activities, and as such the particulars relating to
Research, Development and technology absorption are not applicable.
(ii) Research and Development (R & D): No research and Development has been carried out.
(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 remuneration exceeding the limit
prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014 .
AUDIT COMMITTEE:
Pursuant to the provisions of section 177 of the Companies Act, 2013 the company''s Board constituted the
Audit Committee with the following directors (information provided as on 31st March 2025):
> Sri Datla Venkata Narasimha Raju, Independent Director as Chairman of Audit Committee.
> Sri Bharadwaja Thammareddy, Non-Executive - Independent Director
> Smt. Uma Devi Narravula, Non-Executive Independent Director.
STATUTORY AUDITORS
M/s. P Murali & Co., Chartered Accountants (FRN: 007257S), Hyderabad were appointed as Statutory Auditors
of the Company at the 31st Annual General Meeting held on 30th September, 2022, to hold office for a period of
five consecutive years commencing from the financial year 2022-23. In this regard, the said Statutory Auditors
has given the declaration that they meet the criteria to act as the Statutory Auditor and they are not
disqualified to continue as the Statutory Auditors of the Company, and their appointment is in accordance with
the provisions of section 141 of the Companies Act, 2013.
BOARD AND COMMITTEES PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board has
carried out an annual performance, the directors individually as well as the evaluation of the working of its
Audit and Nomination & Remuneration Committees.
NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARD
MEETINGS:
The Board met during the financial year 2024-25 as follows & the dates on which the above-Board meetings
were held are as follows:
30th May 2024, 14th August 2024, 2nd September 2024, 14th November 2024, and 14th February 2025.
DIRECTORS AND INDEPENDENT DIRECTORS
In accordance with the provisions of the Act and Articles of Association of the Company, the Board is duly
constituted. .
Sad demise of Dr. DVN Raju
We regret to inform you the untimely and sad demise of Dr. DVN Raju (DIN: 01887919), Independent Director
of the Company, on Tuesday, 5th August 2025. Your Company was immensely benefited by the valuable pieces
of advice by Dr. DVN Raju on various occasions. His vision & leadership and his long association enabled the
Company to thrive during testing period. His sudden and unexpected passing away will be an irreparable loss
to the Company. All the Directors and employees of the Company convey deep sympathy, sorrow and
condolences to his family.
Appointment /re-appointment of Directors
Re-appointment of Sri. Tammareddy Bharadwaja (DIN: 07332749), as Independent Director of the Company
for a further period of five years:
Pursuant to the provisions of Sections 149, 152 of the Companies Act, 2013 ("Act") Sri. Tammareddy
Bharadwaja was appointed by the Board of Directors as an Additional Director of the Company w.e.f 30th
September 2019 and was regularized as Director as well as Independent Director in the Annual General
Meeting held on 30th September 2020 for a period of five years. Board of Directors in its meeting held on 5th
September 2025, has considered and approved his re-appointment for the second term as Independent
Director, which needs to be ratified by the shareholders of the Company. As per the provisions of the
Companies Act, 2013 with respect to appointment and tenure of the Independent Director, the Independent
Director shall be appointed for not more than two terms of five years each and shall not be liable to retire by
rotation at every AGM. Accordingly, the Independent Director will serve for not more than two terms of five
years each on the Board of the Company. In line with the requirements of the Companies Act, 2013, it is
therefore proposed to re-appoint him as Independent Director on the Board of the Company, again, for
another term upto five consecutive years, commencing from 30th September 2025. A brief profile of proposed
Independent Director, including nature of his expertise, is provided in this Annual Report.
Sri. Tammareddy Bharadwaja shall continue to be the Chairman of the Company.
Re-appointment of Sri. S.Sreenivasa Rao (DIN: 01691043), as Independent Director of the Company for a
further period of five years.
Sri. S Sreenivasa Rao has been on the Board since 2007, and pursuant to the provisions of Sections 149, 152 of
the Companies Act, 2013 ("Act") Sri. S Sreenivasa Rao was appointed by the Board of Directors as Independent
Director in the Annual General Meeting held on 30th September 2020 for a period of five years.
Board of Directors in its meeting held on 5th September 2025, has considered and approved his re-appointment
for the second term as Independent Director, which needs to be ratified by the shareholders of the Company.
As per the provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent
Director, the Independent Director shall be appointed for not more than two terms of five years each and shall
not be liable to retire by rotation at every AGM. Accordingly, the Independent Director will serve for not more
than two terms of five years each on the Board of the Company. In line with the requirements of the
Companies Act, 2013, it is therefore proposed to re-appoint him as Independent Director on the Board of the
Company, again, for another term upto five consecutive years, commencing from 30th September 2025.
Induction and Regularisation of appointment of Sri. Puskur Ram Mohan Rao (DIN: 01980193) as Director &
Independent Director of the Company
Sri. Puskur Ram Mohan Rao was inducted on the Board of the Company as an Additional Director w.e.f. 2nd
September 2025, and who shall hold the office as an Additional Director till the commencement of this Annual
General Meeting and now it is proposed to regularise his appointment as the Director, and also appointment
him as an Independent Director.
A brief profile of proposed Independent Director, including nature of his expertise, is provided in this Annual
Report.
All Independent Directors have given declarations that they meet the criteria of independence 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 of the Company to the effect that they are meeting the
criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and are
available for inspection at the registered office of the Company.
Reconstitution of Committees of the Board of Directors of the Company :
Due to the sad demise of Dr. DVN Raju-Independent Director, and induction of Sri. Puskur Ram Mohan Rao, it is
proposed to re-constitute various committees of the Board of Directors, the same shall be intimated to the BSE
Limited in the due course.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, with respect to Director''s
responsibilities Statement it is hereby confirmed:
a. That in preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
b. That the directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year ended 31st March, 2025 and of the profit and
loss of the company for that period;
c. That the directors have taken proper and sufficient care 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. 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 financial controls were adequate and
were operating effectively;
f. That system to ensure compliance with the provisions of all applicable laws was in place and was
adequate and operating effectively.
POLICIES
Material Subsidiary
During the year ended March 31, 2025, the Company does not have any material listed/unlisted subsidiary
companies as defined in SEBI (LODR) Regulations. The policy on determining material unlisted subsidiary of the
Company is approved by the Board of Directors of the Company.
Vigil Mechanism
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, Pursuant to the provisions of
section 177(9) & (10) of the Companies Act, 2013, a Vigil Blower Mechanism for directors and employees to
report genuine concerns has been established.
The Board of Directors of the company are committed to maintain the highest standard of honesty, openness
and accountability and recognize that employees have important role to play in achieving the goal. As a public
company the integrity of the financial matters of the Company and the accuracy of financial information is
paramount. The stakeholders of the Company and the financial markets rely on this information to make
decisions. For these reasons, the Company must maintain workplace where it can retain and treat all
complaints concerning questionable accounting practices, internal accounting controls or auditing matters or
concerning the reporting of fraudulent financial information to our shareholders, the Government or the
financial markets. The employees should be able to raise these free of any discrimination, retaliation or
harassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices to
the Chairman of Audit Committee through email or by correspondence through post.
Details of Subsidiaries, Associate Companies, and Joint Venture Companies, including in the 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 commitments affecting the financial
position.
Company''s policy on director''s appointment & remuneration.
The Company has a policy on Directors'' appointment & Remuneration and the same will be 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 contracts or arrangement with related party 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 the same 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 Company to 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 not applicable to the Company.
Post Balance Sheet events
Except the said demise of Dr. DVN Raju, and Induction of new Director on the Board as stated above, there are
no material events after the 31st March 2025 till the signing of this Annual Report, 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 no securities issued on ESOP basis / Sweat Equity.
Familiarisation programme for Independent Directors
Pursuant to the provisions of SEBI (LODR) Regulations, the Company has formulated a programme for
familiarising the Independent Directors with the company, their roles, rights, responsibilities in the company,
nature of the industry in which the company operates, business model of the company etc through various
initiatives.
Key Managerial Personnel
Sri. GV Narasimha Rao (DIN: 01763565) - Executive Director of the Company is the Chief Executive Officer of
the Company (CEO), Sri. MVRS Suryanarayana, Chief Financial Officer (CFO) & Compliance officer of the
Company, are the Key Managerial Personnel 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 related party transactions were
entered into during the financial year under review, except remuneration to managerial personnel, there are
no materially significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with the interest of the
Company at large. The same was discussed by the Audit Committee as also the Board. The policy on Related
Party Transactions as approved by the Board. Except the Executive Director w.r.t. the remuneration in the
capacity of Director, none of the Directors has any pecuniary relationships or transactions vis-a-vis the
Company.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to financial statements. Periodic
audits are undertaken on a continuous basis covering the operations. Reports of internal audits are reviewed
by management from time to time and desired actions are initiated to strengthen the control and effectiveness
of the System.
Depository System
Your Company''s equity shares are tradable compulsorily in electronic form and your Company has connectivity
with both the Depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Service
(India) Limited (CDSL). As per the SEBI (Listing Obligations & Disclosure Requirements) (Fourth Amendment)
Regulations, 2018, vide Gazette notification dated 8th June, 2018 & 30th November, 2018 mandated that Share
transfer shall be mandatorily carried out in dematerialized form only w.e.f. from 1st April 1, 2019. In view of
the numerous advantages offered by the Depository System, members are requested to avail the facility of
Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.
Corporate Governance Report
Your Company has taken adequate steps to adhere to all the stipulations laid down in 27 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015. A report on the Corporate Governance is included
as a part of this report. Certificate from the Secretarial Auditors of the company M/s. Puttaparthi Jagannatham
& Co, Company Secretaries, Hyderabad, with respect to the compliance with the conditions of Corporate
Governance as stipulated under above regulations is included elsewhere in the Annual Report.
Secretarial Audit and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 ("the Act"), the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), as amended, the
Board of Directors, based on the recommendation of the Audit Committee, has approved the appointment of
M/s. Puttaparthi Jagannatham & Co., Company Secretaries, a peer-reviewed firm based in Hyderabad, as the
Secretarial Auditors of the Company for a continuous term of five (5) consecutive financial years, commencing
from FY 2025-26 through FY 2029-30, subject to approval of the shareholders.
The Secretarial Audit Report for the financial year ended 31st March 2025, issued by M/s. Puttaparthi
Jagannatham & Co., Company Secretaries, is annexed to this Report as Annexure I and forms an integral part of
this Annual Report.
Explanation to the qualifications mentioned in the Secretarial Audit Report in Form MR-3 obtained from
M/s. Puttaparthi Jagannatham & Co, Company Secretaries, Hyderabad:
The Secretarial Auditors i.e., M/s. Puttaparthi Jagannatham & Co, Company Secretaries, Hyderabad, has made
qualifications in their Secretarial Audit Report, regarding the instances of non-filing/delay in filing of
compliances with the Stock Exchange during the financial year and others; The Company shall be cautious in
future in this regard, and shall adhere to the Compliance. The Company has set in place the compliance
adherence mechanism as on the date of this report and is reviewed quarterly to achieve 100% compliance
status.
Disclosures pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) 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 and Remuneration
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 and Remuneration
of Managerial Personnel) Rules, 2014, in respect of employees of the Company forms part of the
Board''s Report.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Senior Management and their remuneration. The details pertaining to
criteria for determining qualifications, positive attributes and independence of a Director and remuneration
policy have been provided in Section 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 would impact the going
concern status of the Company and its future operations.
Reply to the Qualifications / Reservation in the Audit Report / Secretarial Audit Report
Statutory Auditors of the Company, has made the following qualification / reservations on the financial
statements for the period ended on 31st March 2024, and the reply of management is as follows:
1. The Company has not paid the GST liability of Rs. 56.06/-(in lakhs) upto 31st March 2025.
Management''s Response:
The GST liability as on 31st Mach 2025, could not be paid due to the suspension of the registration of
the GST registration. The company made appeal and it is under active consideration of the department
for restoration of the same. On resolving of the issue, the company will proceed to affect the
payments.
2. The Company has not submitted the physical verification reports of inventory aggregating to Rs.
13,13.14/-(in lakhs) as at 31st March 2025, and we are unable to obtain sufficient appropriate audit
evidence regarding the physical existence and valuation of Inventory. In the absence of alternative
corroborative evidence, we are unable to 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 not have any
inventory to be valued as on date as the inventory pertains to the production of films in the past and it
is not practically verifiable at this point of time due to practical difficulties involved in the typical film
production.
3. The Company has not submitted the confirmations of Trade Payables and Trade Receivables of Rs.
36.00/- (in lakhs). In the absence of alternative corroborative evidence, we are unable to comment 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 well as to the Trade
debtors and no response has been received and as such the company is not able to confirm the actual
balances.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal committee
has been set up to redress the complaints received regarding sexual harassment at workplace. All employees
including trainees are covered under this policy.
PERSONNEL
The relationship between the management and the staff was very cordial throughout the year under review.
Your directors take this opportunity to record their appreciation for the cooperation and loyal services
rendered by the employees.
ACKNOWLEDGEMENTS
Your directors place on records their appreciation of the continuous assistance and co-operation extended to
your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange Limited &
National Stock Exchange of India Limited and all other regulatory Authorities. The Directors also sincerely
acknowledge the significant contributions made by all the employees for their dedicated services to the
Company.
By Order of the Board of Directors
For PADMALAYA TELEFILMS LIMITED
Sd/- Sd/-
G.V.Narasimaha Rao S Sreenivasa Rao
CEO & Executive Director Director
(DIN: 01763565) (DIN : 01691043)
Sd/-
Place: Hyderabad MVRS Suryanarayana
Date: 5th September 2025 CFO & Compliance Officer
Mar 31, 2024
Your directors have pleasure in presenting the 33rd Annual Report on the business of your company
and the Audited Financial Statements for the year ended on 31st March 2024 thereof. The Business
and operations of the company over the last fiscal year are briefly encapsulated in this Annual Report.
Financial Results
Financial performance of the Company is elaborated in the Financial Statements annexed to this
Annual Report.
Business Performance Review
During the year under review, the performance of the company is not as per the business standards
set-up by the management due to various external, marketing & industry factors have affected the
business. The Board and its Management has made the postmortem analysis on the performance and
the Board of Directors assures you better performance in the years to come.
Outlook for the current year
Your Company is not as per the expectations in spite of continuous efforts to strengthen its stand in
the market.
Dividend
The Board could not recommend dividend during the year under review in absence of profits.
BUSINESS RISK MANAGEMENT
The Company, like any other enterprise, is exposed to business risk which can be internal risks as well
as external risks. The threats to the industry in which the company operates are:
Piracy: Piracy of the produced content, under the purview of intellectual property rights, can
adversely affect revenues and profitability.
Mitigation: Industry members have set up an Antipiracy Society (AACT) to fight the menace.
DEPOSITS
The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and
accordingly, the disclosure requirements stipulated under the said Chapter are not applicable.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year under review, the company has not given any loans, Guarantees and Investments
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) of the Companies
(Accounts) Rules, 2014, except the remuneration to managerial personnel, there 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 annexed herewith
elsewhere in the Annual Report.
DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES
As on 31st March 2024, there were no Equity Shares of Shareholders were lying in the Escrow Account
due to non-availability of the correct particulars.
CORPORATE GOVERNANCE
Your Company is compliant with the Corporate Governance requirements as per the Provisions of
SEBI (Listing Obligations and Disclosures Requirements) Regulations upto a certain extent. A separate
section on Corporate Governance together with a certificate from the Statutory Auditor''s confirming
compliance is set out in the Annexure forming part of this report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
A Management Discussion and Analysis Report, has been attached and forms part of the Annual
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 energy, and
(ii) the capital investment on energy conservation equipment''s, are - The company is not
engaged in manufacturing activities, and as such the particulars relating to conservation of
energy is not applicable. The company makes every effort to conserve energy as far as
possible in its editing facilities, Production Floors, Office etc.
(b) Technology Absorption, adaptation and innovation:-
(i) The company is not engaged in manufacturing activities, and as such the particulars relating
to Research, Development and technology absorption are not applicable.
(ii) Research and Development (R & D): No research and Development has been carried out.
(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 remuneration exceeding the
limit prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014 .
AUDIT COMMITTEE:
Pursuant to the provisions of section 177 of the Companies Act, 2013 the company''s Board
constituted the Audit Committee with the following directors.
> Sri Datla Venkata Narasimha Raju, Independent Director as Chairman.
> Sri Bharadwaja Thammareddy, Non-Executive - Independent Director
> Smt. Uma Devi Narravula, Non-Executive Independent Director.
STATUTORY AUDITORS
At the 31st Annual General Meeting held on 30th September, 2022, M/s. P Murali & Co., Chartered
Accountants (FRN: 007257S), Hyderabad were appointed as Statutory Auditors of the Company, to
hold office for a period of five consecutive years commencing from the financial year 2022-23. In this
regard, the said Statutory Auditors has given the declaration that they meet the criteria to act as the
Statutory Auditor and they are not disqualified to continue as the Statutory Auditors of the Company.
It would be in accordance with the provisions of section 141 of the Companies Act, 2013.
BOARD AND COMMITTEES PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board
has carried out an annual performance, the directors individually as well as the evaluation of the
working of its Audit and Nomination & Remuneration Committees.
NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARD
MEETINGS:
The Board met during the financial year 2023-24 as follows & the dates on which the above-Board
meetings were held are as follows:
30th May 2023, 14th August 2023, 5th September 2023, 14th November 2023, and 14th February 2024.
DIRECTORS AND INDEPENDENT DIRECTORS
In accordance with the provisions of the Act and Articles of Association of the Company, the Board is
duly constituted. During the financial year under review, Sri. G.V. Narasimha Rao (DIN: 01763565)
Director retired by rotation and being eligible were reappointed.
Mrs. Uma Devi Narravula was appointed by the Board of Directors as an Additional Director of the Company
w.e.f 14th August 2019 and she was regularized as Director as well as Independent Director in the Annual
General Meeting held on 30th September 2019 for a period of five years.
Board of Directors in its meeting held on 14th August 2024, has considered and approved her re-appointment
for the second term as Independent Director, which needs to be ratified by the shareholders of the Company in
this Annual General Meeting.
Dr. DVN Raju was originally appointed on 26th December 2005, and as required under the Companies Act,
2013, earlier appointed as Independent Directors of the Company in the 23rd Annual General Meeting held on
30th September 2014, for a period of five years i.e. till 29th September 2019. Subsequently, he was re¬
appointed for the second time as Independent Director of the Company, term of which expires on 30th
September 2024. As per the provisions of the Companies Act, 2013 with respect to appointment and tenure of
the Independent Director, the Independent Director shall be appointed for not more than two terms of five
years each and shall not be liable to retire by rotation at every AGM. Accordingly, the Independent Director will
serve for not more than two terms of five years each on the Board of the Company. In line with the
requirements of the Companies Act, 2013, it is therefore proposed to designate him as Non Executive Non¬
Independent Director on the Board of the Company, commencing from 30th September 2024. A brief profile of
proposed Independent Director, including nature of their expertise, is provided in this Annual Report.
All Independent Directors have given declarations that they meet the criteria of independence 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 of the Company to the effect that
they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the
Companies Act, 2013 and are available for 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, with respect to
Director''s responsibilities Statement it is hereby confirmed:
a. That in preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
b. That the directors have selected such accounting policies and applied them consistently and
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 at the end of the financial year ended 31st March,
2024 and of the profit and loss of the company for that period;
c. That the directors have taken proper and sufficient care 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. 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 financial controls were
adequate and were operating effectively;
f. That systems to ensure compliance with the provisions of all applicable laws were in place
and were adequate and operating effectively.
POLICIES
Material Subsidiary
During the year ended March 31, 2024, the Company does not have any material listed/unlisted
subsidiary companies as defined in SEBI (LODR) Regulations. The policy on determining material
unlisted subsidiary of the Company is approved by the Board of Directors of the Company.
Vigil Mechanism
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, Pursuant to the
provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Blower Mechanism for
directors and employees to report genuine concerns has been established.
The Board of Directors of the company are committed to maintain the highest standard of honesty,
openness and accountability and recognize that employees have important role to play in achieving
the goal. As a public company the integrity of the financial matters of the Company and the accuracy
of financial information is paramount. The stakeholders of the Company and the financial markets
rely on this information to make decisions. For these reasons, the Company must maintain workplace
where it can retain and treat all complaints concerning questionable accounting practices, internal
accounting controls or auditing matters or concerning the reporting of fraudulent financial
information to our shareholders, the Government or the financial markets. The employees should be
able to raise these free of any discrimination, retaliation or harassment. Pursuant to the policy,
employees are encouraged to report questionable accounting practices to Dr. DVN Raju (DIN:
01887919), Chairman of Audit Committee through email or by correspondence through post.
Details of Subsidiaries, Associate Companies, and Joint Venture Companies, including in the
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 commitments affecting the
financial position.
Company''s policy on director''s appointment & remuneration.
The Company has a policy on Directors'' appointment & Remuneration and the same will be
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 contracts or arrangement with related party 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 the same 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 Company to
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 not applicable to the
Company.
Post Balance Sheet events
There are no material events after the 31st March 2024 till the signing of this Annual Report, 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 no securities issued on ESOP basis / Sweat Equity.
Familiarisation programme for Independent Directors
Pursuant to the provisions of SEBI (LODR) Regulations, the Company has formulated a programme for
familiarising the Independent Directors with the company, their roles, rights, responsibilities in the
company, nature of the industry in which the company operates, business model of the company etc
through various initiatives.
Key Managerial Personnel
Sri. GV Narasimha Rao (DIN: 01763565) - Executive Director of the Company is the Chief Executive
Officer of the Company (CEO), Sri. MVRS Suryanarayana, Chief Financial Officer (CFO) & Compliance
officer of the Company, are the Key Managerial Personnel 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 related party
transactions were entered into during the financial year under review, except remuneration to
managerial personnel, there are no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons which
may have a potential conflict with the interest of the Company at large. The same was discussed by
the Audit Committee as also the Board. The policy on Related Party Transactions as approved by the
Board. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to financial statements.
Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing,
sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management
from time to time and desired actions are initiated to strengthen the control and effectiveness of the
System.
Depository System
Your Company''s equity shares are tradable compulsorily in electronic form and your Company has
connectivity with both the Depositories i.e., National Securities Depository Limited (NSDL) and
Central Depository Service (India) Limited (CDSL). As per the SEBI (Listing Obligations & Disclosure
Requirements) (Fourth Amendment) Regulations, 2018, vide Gazette notification dated 8th June
8June, 2018 & 30th November, 2018 mandated that Share transfer shall be mandatorily carried out in
dematerialized form only w.e.f. from 1st April 1, 2019. In view of the numerous advantages offered by
the Depository System, members are requested to avail the facility of Dematerialization of the
Company''s shares on either of the Depositories mentioned as aforesaid.
Corporate Governance Report
Your Company has taken adequate steps to adhere to all the stipulations laid down in 27 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015. A report on the Corporate
Governance is included as a part of this report. Certificate from the Secretarial Auditors of the
company M/s. Puttaparthi Jagannatham & Co, Company Secretaries, Hyderabad, confirming the
compliance with the conditions of Corporate Governance as stipulated under above regulations is
included as Annexure-6.
Secretarial Audit Report
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 Audit Report
in Form MR-3 is obtained by the company from M/s. Puttaparthi Jagannatham & Co, Company
Secretaries, Hyderabad, and forms part of this Annual report annexed as Annexure-I.
Explanation to the qualifications mentioned in the Secretarial Audit Report in Form MR-3 obtained
from M/s. Puttaparthi Jagannatham & Co, Company Secretaries, Hyderabad:
The Secretarial Auditors i.e., M/s. Puttaparthi Jagannatham & Co, Company Secretaries, Hyderabad,
has made qualifications in their Secretarial Audit Report, regarding the instances of non-filing/delay in
filing of compliances with the Stock Exchange during the financial year and others; The Company shall
be cautious in future in this regard, and shall adhere to the Compliance. The Company has set in place
the compliance adherence mechanism as on the date of this report and is reviewed quarterly to
achieve 100% compliance status.
Disclosures pursuant to the Companies (Appointment and Remuneration of Managerial Personnel)
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 and
Remuneration 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 and
Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company
forms part of the Board''s Report.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a
policy for selection and appointment of Directors, Senior Management and their remuneration. The
details pertaining to criteria for determining qualifications, positive attributes and independence of a
Director and remuneration policy have been provided in Section 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 would impact the
going concern status of the Company and its future operations.
Reply to the Qualifications / Reservation in the Audit Report / Secretarial Audit Report
Statutory Auditors of the Company, has made the following qualification / reservations on the
financial statements for the period ended on 31st March 2024, and the reply of management is as
follows:
1. The Company has not paid the GST liability of Rs. 56.06/-(in lakhs) upto 31st March 2024.
Management''s Response:
The GST liability as on 31st Mach 2024, could not be paid due to the suspension of the
registration of the GST registration. The company made appeal and it is under active
consideration of the department for restoration of the same. On resolving of the issue, the
company will proceed to affect the payments.
2. The Company has not submitted the physical verification reports of inventory aggregating to
Rs. 13,13.14/-(in lakhs) as at 31st March 2024, and we are unable to obtain sufficient
appropriate audit evidence regarding the physical existence and valuation of Inventory. In the
absence of alternative corroborative evidence, we are unable to 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 not
have any inventory to be valued as on date as the inventory pertains to the production of films
in the past and it is not practically verifiable at this point of time due to practical difficulties
involved in the typical film production.
3. The Company has not submitted the confirmations of Trade Payables and Trade Receivables of
Rs. 36.00/- (in lakhs). In the absence of alternative corroborative evidence, we are unable to
comment 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 well as to
the Trade debtors and no response has been received and as such the company is not able to
confirm the actual balances.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal
committee has been set up to redress the complaints received regarding sexual harassment at
workplace. All employees including trainees are covered under this policy.
PERSONNEL
The relationship between the management and the staff was very cordial throughout the year under
review. Your directors take this opportunity to record their appreciation for the cooperation and loyal
services rendered by the employees.
ACKNOWLEDGEMENTS
Your directors place on records their appreciation of the continuous assistance and co-operation
extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay
Stock Exchange Limited & National Stock Exchange of India Limited and all other regulatory
Authorities. The Directors also sincerely acknowledge the significant contributions made by all the
employees for their dedicated services to the Company.
By Order of the Board of Directors
For PADMALAYA TELEFILMS LIMITED
Sd/- Sd/-
G.V.Narasimaha Rao Datla Venkata Narasimha Raju
CEO & Executive Director Director
(DIN: 01763565) (DIN :01887919)
Sd/-
Place: Hyderabad MVRS Suryanarayana
Date: 2nd September 2024 CFO & Compliance Officer
Mar 31, 2015
Dear Members,
Your Directors have pleasure to present the 24th Annual Report and the
Audited Accounts for the financial year ended 31st March, 2015.
1. Financial Results (Rs.In Lakhs)
Particulars Year Ended Previous ended on
31st March 2015 31st March 2014
Sales 221.09 243.04
Gross Operating Profit before
depreciation and
exchange variation 37.67 51.67
Profit after depreciation butbefore 37.15 51.67
exchange variation
Profit after depreciation,exchange
variation and before
Exceptional Items (94.64) (149.26)
Profit after Exceptional items - -
Profit after Tax (61.50) (96.02)
Appropriations:
General Reserves - -
Proposed Dividend - -
Tax on dividend - -
Total (61.50) (96.02)
2. DIVIDEND
The Board could not recommend dividend during the year under review in
absence of profits.
3. TRANSFERS TO RESERVES AND RETENTION IN THE PROFIT AND LOSS ACCOUNT
ETC:
Due to inadequate profits, the Company has not transferred any amount
to reserves.
4. FINANCE:
Cash and cash equivalents as at 31st March, 2015 was Rs. 43,032 The
company continues to focus on judicious management of its working
capital , receivables, inventories and other working capital parameters
and they were kept under strict check through continuous monitoring.
5. COMPANY'S WORKING DURING THE CURRENT YEAR 2014-2015 AND THE FUTURE
PROSPECTS ALONG WITH REASONS WHILE COMPARING WITH PREVIOUS YEAR RESULTS
During the year under review, the Company has reviewed all its business
divisions and your company's performance is encouraging. Board of
Directors assures you the same in the years to come.
Your Company has reviewed all its business divisions and, to strengthen
its stand in the market, the company has been concentrating in
activities like multimedia training, and Digitalisation of the theaters
and Film Production tie ups with experts in the market.
6. CHANGE IN NATURE OF BUSINESS:
During the year the company has not changed its business.
7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT:
There are no material changes and commitments that have bearing on the
financial position of the Company.
8. 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:
There are no significant and material orders by the Regulators or
Courts or Tribunals impacting the going concern status and company's
operations in future.
9. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Management continuously reviews the internal control systems and
procedures for the efficient conduct of the company's business. The
Company adheres to the prescribed guidelines with respect to the
transactions, financial reporting and ensure that all its assets are
safeguard and protected against losses. The Internal Auditors of the
company conducts the audit on regular basis and the Audit Committee
periodically reviews internal audit reports and effectiveness of
internal control systems.
10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company does not have any subsidiaries or Joint Venture or
associate companies.
11. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED
FINANCIAL STATEMENT.
Not Applicable
12. DEPOSITS
The company has not accepted deposits from the public covered under
chapter Vof the Companies Act, 2013 and accordingly, the disclosure
requirements stipulated under the said Chapter are not applicable.
13. AUDITORS AND OBSERVATIONS
M/s P Murali& co., Chartered Accountants, Independent Auditors of the
Company were appointed in the last Annual General meeting for a period
of three years till conclusion of Twenty sixth Annual General Meeting.
The resolution relating to ratification of the appointment is placed
before the members in the ensuing Annual general meeting.
14. SECRETARIAL AUDIT REPORT
Pursuant to provisions of section 204 of the Companies Act, 2013, the
Company has appointed M/s.PuttaparthiJagannatham and Co., Company
secretaries, a firm of company secretaries to undertake the secretarial
audit of the Company. The Secretarial Audit Report obtained is annexed
within as Annexure-1.
With reference to the observations made ,it is stated that because of
the lower turnovers and profits, no company secretary and the woman
Director have prefer to join the company and the company is however
making use of PCS services and will appoint a women director and
company secretary soon.
The website is under construction and policies will be placed on the
website soon.
15. EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return is attached as Annexure 2
16. SHARE CAPITAL
None of the following issues were taken up during the year and hence
details thereof were not required to be furnished
A) Issue of shares with differential rights
B) Issue of sweat equity shares
C) Issue of employee stock options
D) Provision of money by company for purchase of its own shares by
employees or trustees for the benefit of employees
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
(A) Conservation of energy
The Company is not engaged in manufacturing activities, and as such the
particulars relating to conservation of energy is not applicable. The
Company makes every effort to conserve energy as far as possible in its
editing facilities, Production Floors, Office etc.
(B) (i) Technology Absorption, adaptation and innovation:-
The company is not engaged in manufacturing activities, and as such the
particulars relating to Research, Development and technology absorption
are not applicable.
(ii) Research and Development (R & D): No research and Development has
been carried out.
(C) Foreign exchange earnings and outgo: Details of foreign exchange
earnings and outgo are as follows
a) Foreign Exchange Earnings : Nil
b) Foreign Exchange Outgo : Nil
18. CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE
As the Company does not come under the criteria prescribed for the
class of Companies to constitute a CSR committee, the Company has not
constituted CSR committee during the year.
19. DIRECTORS
A) Changes in Directors and Key managerial personnel:
During the year under review, Mr. Bijay Kumar Khemka, Mr.V. Srihari and
Dr. D V N Raju were appointed as Independent Directors of the Company,
for a period of 5 years in the Annual General Meeting held on 30th
September 2014.
During the period under review, Sri. V. Srihari, Director of the
Company has resigned from the office as Director W.e.f. 29th Oct 2014.
There is no other change in Directors and Key Managerial Persons.
B) Declaration by the independent Directors of the company that that
they meet the criteria of independence as provided in Sec 149(6) of the
companies act.
All the independent Directors have given declarations that they meet
the criteria of independence as provided in sub-section (6) of Section
149 of the Companies Act, 2013 and Cl.49 of the Listing Agreement.
C ) Formal evaluation statement by the Board of its own performance,
it's committees and individual Directors:
Pursuant to the provisions of the Companies Act, 2013 and clause 49 of
the Listing Agreement, the Board has formulated a policy for evaluation
of its Board . Board Committee, Director's and their performances and
carried out an evaluation of them . The manner in which the evaluation
has been carried out has been explained in the Corporate Governance
Report.
20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Directors met for4 times during the year. A calendar of meetings is
prepared and circulated in advance to all the Directors.
The dates on which the above Board meetings were held are as follows;
30th May 2014, 14th August 2014, 14th November 2014 and 14th February
2015.
Meeting of Independent Director took place on 14.02.2015
21. AUDIT COMMITTEE:
The Board of Directors of the Company constituted Audit Committee
consisting of the following Directors, with the roles and
responsibilities duly defined in accordance with the applicable
statutory and other requirements. During the year, in all 4 meetings of
the Committee took place.
Name of the Member Designation
Dr. D V N Raju Chairman
Shri S. Srinivasa Rao Member
Shri B[jay Kumar Khemka Member
The Board has accepted all the recommendations of the Audit Committee.
22. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND
EMPLOYEES:
The Company at present has the vigil mechanism to deal with the
instances of fraud and mismanagement if any. The company ensures that
strict confidentiality is maintained while dealing with the concerns
and also that no discrimination is meted out to any person for a
genuinely raised concern. It is taken care of by the audit committee of
the company.
The Company has also formulated Whistle Blower Policy through which its
Directors, Employees and Stake Holders can report their genuine concern
about unethical behavior, actual or suspended fraud, or violation of
the company's code of conduct or ethics Policy.
23. CODE OF CONDUCT:
The Board of Directors have approved a code of conduct which is
applicable to the members of the Board and all employees in the course
of day to day business operations of the Company. The company believes
in "Zero Tolerance" against bribery, corruption and unethical dealings
/ behaviours of any form and the board has laid down the directives to
counter such acts. The code laid down by the Board is known as "Code of
Business Conduct." which forms an appendix to the code.
The code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders.
All the Board members and senior Management Personnel have confirmed
compliance with the code. All management staff were given training in
this regard.
25. NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors of the Company has constituted a Nomination and
Remuneration Committee consisting of the following Directors, with the
role and responsibilities duly defined and in accordance with the
applicable statutory and other requirements.
Name of the Member Designation
Shri Bijay Kumar Khemka Chairman
Dr. D V N Raju Member
Shri S. Srinivasa Rao Member
The Board has formulated a policy in consultation with the Nomination
and Remuneration Committee for selection and appointment of Directors,
Senior management and fixation of their remuneration keeping in view
the requirements given in section 178 of the companies Act, 2013 and it
also involves in the evaluation of' the Board and its remuneration
policies.
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Pursuant to clause (h) of sub-section (3)of section 134 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014, except the
remuneration to managerial personnel, there is no related party
transactions to be disclosed.
27. MANAGERIAL REMUNERATION:
Details of the ratio of the remuneration of each Director to the median
employee's remuneration and other details as required pursuant to Rule
5(1) of the Companies (Appointment and Remunerationof Managerial
Personnel) Rules, 2O14.
Remuneration to Directors: 2014-15
Rs.
(a) Whole-Time Directors
* Salary 11,40,000
* Perquisites 90,000
b) There is no information required pursuant to Section 197 readwith
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 asno employee of the Company is covered by these
rules
c) No Director is in receipt of any commission from the company and the
Managing Director Whole-time Director of the Company have not received
any remuneration or commission from any other Company subject to its
disclosure by the Company in the Board's Report.
28. CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement, a Report on Corporate
Governance, forming part of this Report, together with the Auditors'
Certificate regarding the compliance of the conditions of Corporate
Governance is annexed.
29. RISK MANAGEMENT AND INSURANCE
Your Company continuously monitors business and operational risk
through business process, re-engineering and reviewing areas such as
production, finance, legal and other issues. An exhaustive exercise is
underway to bring a model regulating risk management mechanism. Your
Company's assets are adequately insured against the risk from fire and
earthquake
30. DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
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) the Directors had selected such accounting policies and applied
them consistently and 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 at the end of the financial year and of the profit and
loss of the company for that period;
(c) the Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts on a going concern
basis; and
(e) the Directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
(f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
31. PAYMENT OF LISTING FEE
The company has paid Annual Listing Fees to the Bombay Stock Exchange
and national Stock Exchange for the financial year 2015-2016.
32. DEPOSITORY SYSTEM
As the Members are aware, your Company's shares are tradable
compulsorily in electronic form and your Company has established
connectivity with Central Depository Services (India) Limited (CDSL).
In view of the numerous advantages offered by the depository system,
the Members are requested to avail the facility of Dematerialization of
the Company's shares on NSDL & CDSL. The ISIN allotted to the Company's
Equity shares is INE243B01016
The company is pursuing the share holders, including the promoters ,
holding the shares in physical form for dematerialization of their
shares.
33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
There are no loans, guarantees or investments made under section 186 of
the Companies Act, 2013
34. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report as required under 49 of
the listing agreement with stock exchange forms part of this reportis
annexed.
35. Disclosure Under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act 2013. An Internal committee
has been set up to redress the complaints received regarding sexual
harassment at workplace. All employees including trainees are covered
under this policy. No cases of such nature have been reported from any
quarters..
36. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate
Governance Report.
37. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
During the year, the Company continued to implement their suggestions
and recommendations to improve the control environment. Their scope of
work includes review of processes for safeguarding the assets of the
Company, review of operational efficiency, effectiveness of systems and
processes, and assessing the internal control strengths in all areas.
38. STATUTORY DISCLOSURES
In terms of the provisions of the Companies Act, 2013 and other
applicable regulations read with the Companies (Particulars of
Employees) Rules, 1975 as amended, the names and other particulars of
the employees are set out in the annexure to the Directors' Report.
However, as per the provisions of the said Act read with Clause 32 of
the Listing Agreement, the Annual Report excluding the aforesaid
information is being sent to all the members of the Company and others
entitled thereto. Any member interested in obtaining such particulars
may write to the Company at the registered office of the Company.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the continuous
assistance and co-operation extended to your Company by the valued
customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange
Limited & National Stock Exchange of India Limited and all other
regulatory Authorities. The Directors also sincerely acknowledge the
significant contributions made by all the employees for their dedicated
services to the Company.
for and on behalf of the Board
Place : Hyderabad Sd/-
Date : 14th August, 2015 (Bijay Kumar Khemka)
Chairman
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 23rd Annual Report on the
business of your company and the Audited Statements of Accounts for the
year ended on 31st March 2014 thereof. The Business and operations of
the company over the last fiscal year are briefly encapsulated below:
Financial Results (Rs.In Lakhs)
Particulars Year Ended Previous ended
31st March on 31st March
2014 2013
Turn Over 243.04 247.09
Profit / (Loss) Before Depreciation, Tax
& Prior Period Adj. 51.67 105.51
Profit / (Loss) after Tax & Before Prior
Period Adjustments (149.26) (98.38)
Profit / (Loss) after Tax & Prior Period
Adjustments (96.02) (35.70)
Add: Profit/(Loss) brought Forward from
last year (8,448.89) (8,413.19)
Profit/(Loss) Carried forward to
Balance Sheet (8,544.91) (8,448.89)
Business Performance Review
During the year under review, the Company has reviewed all its business
divisions and your company''s performance is encouraging. Board of
Directors assures you the same in the years to come.
Outlook for the current year
Your Company has reviewed all its business divisions and, to strengthen
its stand in the market, the company has been concentrating in
activities like multimedia training, and Digitalisation of the theaters
and Film Production tie ups with experts in the market.
Dividend
The Board could not recommend dividend during the year under review in
absence of profits.
STATUTORY DISCLOSURES
ADDITIONAL INFORMATION REQUIRED UNDER SECTION 217(1) (E) OF THE
COMPANIES ACT 1956 Conservation of Energy
The company is not engaged in manufacturing activities, and as such the
particulars relating to conservation of energy is not applicable. The
company makes every effort to conserve energy as far as possible in its
editing facilities, Production Floors, Office etc.
Research and Development and Technology Absorption
The company is not engaged in manufacturing activities, and as such the
particulars relating to Research, Development and technology absorption
are not applicable.
Foreign Exchange Earnings and Outgoings.
1. Total Foreign Exchange earned Nil
2. Total Foreign Exchange utilized Nil
Particulars of Employee
There are no employees whose particulars are required to furnish under
Section 217(2A) of the Companies Act 1956, read with Companies
(Particulars of Employees) Rules, 2011, are to be disclosed.
Public Deposits
Your company has not accepted any deposits from the public during the
year under review and there are no outstanding deposits for the
financial year under review.
DIRECTORS:
Sri S.Sreenivasa Rao non-independent director of the Company retries by
rotation and being eligible, offers himself for re-appointment.
Sri. Bijay Kumar Khemka, Dr.D.V.N.Raju, and Sri VSrihari Independent
Directors were appointed / re-appointed by the Members of the Company.
The provisions of the Companies Act, 2013 with respect to appointment
and tenure of the Independent Directors have come into effect. As per
the said provisions, the Independent Directors shall be appointed for
not more than two terms of five years each and shall not be liable to
retire by rotation at every AGM.
AUDITORS
M/s.P Murali & Co., Chartered Accountants retires at the conclusion of
the Annual General Meeting and being eligible for re-appointment as
Statutory Auditors of the company. The Board recommends the appointment
of M/s. P Murali & Co. Chartered Accountants, as Statutory Auditor for
the period from the Conclusion of this Annual General Meeting to Next
Annual General Meeting.
REPLY TO AUDITORS QUALIFICATIONS
The Board has furnished the following in respect of the qualification
by the Auditors:
* Management is in the process of re-negotiating of OTS with the HDFC
bank. A detailed note was given in the Notes to the accounts.
CORPORATE GOVERNANCE
Pursuant to clause 49 of the Listing Agreement executed with the stock
exchanges the Company has complied with all the provisions of the
corporate governance. The detailed note in this regard is provided in
this annual report elsewhere. A certificate from the Auditors of the
company regarding compliance of conditions of Corporate Governance is
attached to this report.
PROMOTERS
As per the understanding among the promoters of the company that their
total share holding has transferred to M/s. Yamuna Enterprises Private
Limited, who is the major stake holder and there are no other promoters
except M/s. Yamuna Enterprises Private Limited.
MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis Report, has been attached and
forms part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT PERSUENT TO SECTION 217 (2AA) OF THE
COMPANIES ACT:
We the Directors confirm.
a. That in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same.
b. That we have selected such accounting policies and applied them
consistently and 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 at the end of the financial year and of the profit of the
company for that period
c. That we have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
d. That we have prepared the annual accounts on a Going concern basis.
HUMAN RESOURSE EMPLOYEE RELATIONS
The Board of Directors would like to place on record its deep
appreciation to all the employees for their dedicated services to the
company. Our organizational culture and work environment is central to
our ability to complete effectively. The relationship with the
employees continues to be cordial.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their thanks to various
departments of Central and State Governments, financial institutions,
Banks, the Suppliers, Customers and Shareholders of the Company for
their continued assistance, support and guidance.
By Order of the Board of Directors
Place : Hyderabad (Bijay Kumar Khemka)
Date : 14th August, 2014 Chairman
Mar 31, 2013
To The Members
The Directors have pleasure in presenting the 22nd Annual Report on
the business of your company and , the Audited Statements of Accounts
for the year ended on 31st March, 2013 thereof. The Business and
operations of the company over the last fiscal year are briefly
encapsulated below:
Financial Results (Rs.ln Lakhs)
Particulars Year Ended on Previous Year ended
31st March 2013 on 31st March 2012
Turn Over 247.09 333.05
Profit / (Loss) Before
Depreciation, Tax & Prior
Period Adjustment 105.51 158.75
Profit / (Loss) after Tax &
Before Prior Period
Adjustments (98.38) 16.67
Profit / (Loss) after Tax
& Prior Period Adjustments _ (35.70)
_(931.05)
Add: Profit/(Loss) brought
Forward from last year (8,413.19) (7,482.13)
Profit / (Loss) Carried
forward to Balance Sheet (8,448.89) (8,413.19)
Business Performance Review
During the year under review, the Company has reviewed all its business
divisions and your company''s performance is not encouraging in the
years to come.
Outlook for the current year
Your Company has reviewed all its business divisions and, to strengthen
its stand in the market, the company has been concentrating in
activities like multimedia training, providing the special effects
(VSF) to the feature films of all languages and multi-starred Film
Production, tie ups with experts in the market to overcome the paucity
of the finances. . ,
Dividend
Due to inadequacy of profits, the Board could not recommend dividend
during the year under review. Statutory Disclosures
ADDITIONAL INFORMATION REQUIRED UNDER SECTION 217(1) (E) OF THE
COMPANIES ACT, 1956 Conservation of Energy
The company is not engaged in manufacturing activities, and as such the
particulars relating to conservation of energy is not applicable. The
company makes every effort to conserve energy as far as possible in its
editing facilities, Production Floors, Office etc.
Research and Development and Technology Absorption
The company is not engaged in manufacturing activities, and as such the
particulars relating to Research, Development and technology absorption
are not applicable.
There are no employees whose particulars are required to furnish under
Section 217(2A) of the Companies Act, 1956, read with Companies
(Particulars of Employees) Rules, 1975, are to be disclosed. .
Public Deposits
Your company has not accepted any deposits from the public during the
year under review and there are no outstanding deposits as on 31st
March, 2013.
Directors''
Sri Bijay Kumar Khemka and Dr. D.VN.Raju, Directors of the Company
retires by rotation and being '' eligible, offers thegiselves for
re-appointment.
Statutory Auditors ''
M/s.R Murali & Co., Chartered Accountants, Statutory Auditors of the
Company, retire at the conclusion of the Annual General Meeting and
being eligible, offer themselves for re-appointment. The Board
recommends the re-appointment of M/s. R Murali & Co. Chartered
Accountants, as Statutory Auditor for the period from the Conclusion of
this Annual General Meeting to Next Annual General Meeting.
Reply to Auditors Qualifications
The Board has furnished the following in respect of the qualification
by the Auditors:
Management is in the process of re-negotiating of OTS with the HDFC
bank. A detailed note was given in the Notes to the accounts.
Corporate Governance
Pursuant to clause 49 of the Listing Agreement executed with the stock
exchanges the Company has complied with all the provisions fcf the
corporate governance. The detailed note in this regard is provided in
this annual report elsewhere. A certificate from the Statutory Auditors
of the company regarding compliance of conditions of Corporate
Governance is attached to this report.
Management Discussion and Analysis
A Management Discussion and Analysis Report, has been attached and
forms part of the Annual Report.
Directors'' Responsibility Statement Pursuant to Section 217 (2AA) of
the Companies Act, 1956.
We the Directors confirm. . .
a. That in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same.
b. That we have selected such accounting policies and applied them
consistently and 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 at the end of the financial year and of the loss of the
company for that period
c. That we have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
d. That we have prepared the annual accounts On Going Concern basis.
HUMAN RESOURCE AND EMPLOYEE RELATIONS
The Board of Directors would like to place on record its deep
appreciation to all the employees for their dedicated services to the
company. Our organizational culture and work environment is central to
our ability to complete effectively. The relationship with the
employees continues to be cordial.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their thanks to various
departments of Central and State Governments,. Banks, the Suppliers,
Customers and Shareholders of. the Company for their continued
assistance, support and guidance.
By Order of the Board of Directors
Place: Hyderabad Sd/-
Date : 14th August, 2013 (Bijay Kumar Khemka)
Chairm
Mar 31, 2010
The Directors have pleasure in presenting the 19th Annual Report on
the business of your company and the Audited Statements of Accounts for
the year ended on 31st March 2010 thereof. The Business and operations
of the company over the last fiscal year are briefly encapsulated
below:
Financial Results
(Rs.ln Lakhs)
Particulars Year Ended Year ended
31st March 2010 31st March 2009.
Turn Over 178.61 177.52
Profit / (Loss) after Tax (294.60) (204.44)
Add: Profit / (Loss)
brought Forward from
last year (7,201.47) (6,997.03)
Profit / (Loss) Available
for Appropriation (7,250.99) (7,201.47)
Business Performance Review
During the year under review your companys performance is not
encouraging due to paucity of funds delayed in implementing the
proposed business activities.
Out loot for the current year
Your Directors wish to inform that due to the set back in the previous
years, the Company has reviewed all its business divisions and under
taken a substantial re-organizing, restructuring exercise of its total
divisions. To strengthen its stand in the market, the company has been
concentrating in activities like, multimedia training, and
Digitalisation of the theaters and Film Production tie ups with experts
in the business hoses.
Dividend
Due to non availability of profits during the year the Board could not
recommend dividend during the year under review.
STATUTORY DISCLOSURES
Additional Information required under Section 217(1)(e) of the
Companies Act 1956 read with the Companies (Disclosure of Particulars
in the report of Board of Directors) Rules, 1988
Conservation of Energy
The company is not engaged in manufacturing activities, and as such the
particulars relating to conservation of energy is not applicable. The
company makes every effort to conserve energy as far as possible in its
editing facilities, Production Floors, Office etc.
Research and Development and Technology Absorption
The company is not engaged in manufacturing activities, and as such the
particulars relating to Research, Development and technology absorption
are not applicable.
Foreign Exchange Earnings and Outgoings.
1. Total Foreign Exchange earned Nil
2. Total Foreign Exchange utilized Nil
Particulars of Employee
In Persuence of Section 217 (2A) of the Companies Act 1956 read with
the Companies (particulars of Employees) rulee 1975, The Directors are
to report that no employee was in receipt of remuneration of Rs.
24,00,000 or more per annum or Rs. 2,00,000 per month where employed
for a part of the year.
Public Deposits
Your company has not accepted any deposits from the public during the
year under review with in the meaning of section 58A of the Companies
Act 1956.
DIRECTORS:
Sri. V.Srihari and Dr.D.VN.Raju of the Company retrie by rotation and
being eligible, offers themselves for re-appointment.
AUDITORS
M/s.P. Murali & Co., Chartered Accountants retires at the conclusion
of the Annual General Meeting and are eligible for re-appointment as
Statutory Auditors of the company. The Board recommends the appointment
of M/s. P. Murali & Co. Chartered Accountants, as Statutory Auditor for
the period from the Conclusion of this Annual General Meeting to Next
Annual General Meeting.
REPLY TO AUDITORS QUALIFICATIONS
The Board has furnished the following in respect of the qualification
by the Auditors:
- Management is in the process of re-negotiating of OTS with the HDFC
bank. A detailed note is given in the point no 15 of Notes to the
accounts.
- The Management is putting its full efforts to regularize the payments
to the statutory authorities in time.
CORPORATE GOVERNANCE
Pursuant to clause 49 of the Listing Agreement executed with the stock
exchanges the Company has complied with all the provisions of the
corporate governance. The detailed note in this regard is provided in
this annual report elsewhere. A certificate from the Auditors of the
company regarding compliance of conditions of Corporate Governance is
attached to this report.
MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis Report, has been attached and
forms part of the Annual Report.
DIRECTORS RESEONSIBILITY STATEMENT PERSUENT TO SECTION 217 (2AA) OF THE
COMPANIES ACT:
We the Directors confirm.
a. That in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same :
b. That we have selected such accounting policies and applied them
consistently and 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 at the end of the financial year and of the profit of the
company for that period
c. That we have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
d. That we have prepared the annual accounts on a Going concern basis.
HUMAN RESOURSE EMPLOYEE RELATIONS
The Board of Directors would like to place on record its deep
appreciation to all the employees for their dedicated services to the
company. Our organizational culture and work environment is central to
our ability to complete effectively. The relationship with the
employees continues to be cordial.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their thanks to various
departments of Central and State Governments, financial institutions,
Banks, the Suppliers, Customers and Shareholders of the Company for
their continued assistance, support and guidance.
On behalf of Board of Directors
Place : Hyderabad (Bijay Kumar Khemka)
Date 2nd September, 2010 Chairman
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Padmalaya Telefilms Ltd. पर और जानकारी
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Padmalaya Telefilms Ltd. टूल
- बल्क डील
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Padmalaya Telefilms Ltd. कंपनी का विवरण
- कंपनी का प्रोफाइल
- कंपनी का इतिहास
- मैनेजमेंट टीम
- पूंजी ढांचा
- प्रॉडक्ट मिक्स
- बैंकर/ऑडीटर/रजिस्ट्रार
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कंपनी का इतिहास
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Padmalaya Telefilms Ltd. मुख्य वित्तीय अनुपात
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Padmalaya Telefilms Ltd. परिणाम
- तिमाही परिणाम
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- वार्षिक परिणाम
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Padmalaya Telefilms Ltd. Financial Data
- ऑडिट के परिणाम
- नकदी प्रवाह
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Padmalaya Telefilms Ltd. की रिपोर्ट
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Padmalaya Telefilms Ltd. कॉर्पोरेट घोषणाएं
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