P M Telelinks Ltd. Director Report

The Members,



The Directors are pleased to present 34th Annual Report and Audited

Accounts and the report on Company''s business and operations for the

financial year ended 31 st March, 2014.



FINANCIAL RESULTS:



The performance during the year is as under



Particulars CURRENT YEAR PREVIOUS YEAR

31.03.2014 31.03.2013

(Rs. laks) (Rs. laks)



Sales 3056.29 3637.17



Other income 36.86 89.837



Total Income 3093.15 3726.98



Profit before Depreciation, Interest 20.48 46.63

and Exceptional items



DEDUCT



Depreciation 3,68 0



Interest 0 0



Profit before tax, prior period and 16.80 46.63

extraordinary items



Prior period adjustments 0 0



Extraordinary items 0 0



Provision for taxation ( net of deferred 0 0

tax adjustment)



Profit after tax 16.80 46.63



Income tax of earlier years 0 0



Surplus brought forward from last year (2043.12) (2089.75)



Balance available for appropriation -- --



APPROPRIATION



Proposed Dividend -- --



Transfer from General Reserve 1448.61 --



Balance c/f to Balance Sheet (577.71) (2043.12)





OPERATIONAL AND FINANCIAL PERFORMANCE



During the year ended March 31st , 2014 the Company has achieved a sale

turnover of 3056.29 lakhs as against Previous year of Rs. 3637.17

Lakhs. For the Financial Year 2013-14 Your Company has earned a Profit

Before Tax of 16.80 Lakhs against Profit of Rs. 46.63 lakhs.



SHARE CAPITAL



The Authorized Share Capital of the Company is Rs. 12,00,00,000/-

(Tweleve Crores) divided into 1,20,00,000 (One Crore and Twenty Lakhs

Rupees) Equity Shares of Rs. 10/- each and Paid -up Share Capital of Rs

10,07,50,000/- (Ten Crores and Seven Lakhs and fifty thousand Rupees)

divided into 1,00,75,000 (One Crore and Seventy Five thousand)Equity

shares of Rs 10/- each.



DIVIDENDS



In order to keep the resources for the operations of the Company, no

dividend is recommended for the year ended 31 st March, 2014.



DIRECTORS



Mr. Ravi Surana Pukhraj (DIN :01777676) Director, retire by rotation

and being eligible offer themselves for re-appointment at the ensuing

Annual General Meeting.



MANAGEMENT DISCUSSION AND ANALYSIS REPORT



Management Discussion and analysis Report for the Year under review as

stipulated in Clause 49 of the Listing Agreement with Stock Exchanges,

is presented as separate section forming part of the Annual Report.



FUTURE OUTLOOK:



The Company is looking for new avenues to increase the turnover and

profitability.



DIRECTORS RESPONSIBILITY STATEMENT



As required u/s 217 (2AA) of the Companies Act, 1956, you Directors

confirm that:



1. In preparation of Annual Financial Statement of Account for the

period ended 31st March 2014, the applicable accounting standards have

been followed along with proper explanation relating to material

departures.



2. 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 2013-2014 and the profit &

loss of the company for that period.



3. Directors 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.



4. The annual accounts for the year ended 31il March, 2014 have been

prepared on a going concern basis.



Disclosures under Section 217(l)(d) of the Companies Act, 1956



Except as disclosed elsewhere in this report, there have been no

material changes and commitments which can affect the financial

position of the Company occurred between the end of the financial year

of the Company and date of this report.



Particulars of Employees



There are no employees who are, in receipt of remuneration of R$.60

Lakhs or more per annum, if employed throughout the year or Rs.5 Lakhs

or more per month if employed for a part of the year, falling within

the provisions of Section 217(2A) of the Companies Act, 1956 read with

Companies (Particulars of Employees) Rules, 1975, during the year ended

31.03.2014.



Auditors



The auditors, M/s. N.K. JALAN & CO., Chartered Accountants, Mumbai,

hold office until conclusion of the ensuing Annual Genera! Meeting,

have confirmed their eligibility and willingness to accept office, if

re-appointed. In terms of Section 139(2) and other applicable

provisions of the Companies Act, 2013 the present auditors can only be

re- appointment for a period of 3 consecutive years from the conclusion

of the ensuing 34lh Annual Genera! Meeting till the conclusion of 37th

Annua! General Meeting of the Company subject to ratification by the

Members at every Annual General Meeting. The Audit Committee and Board

of Directors recommend the re- appointment of Auditors for approval of

the Members.



Auditors'' Report



The auditors view are self explanatory. The Board of Director shall

take necessary steps towards depreciation calculation as per companies

act in the following financial year."



Conservation of Energy, Technology Absorption, Foreign Exchange

Earnings and Outgo



Information on Conservation of Energy, Technology Absorption, Foreign

Exchange Earnings and outgo as required to be disclosed under Section

217 (1) (e) of the Companies Act, 1956,



read with Companies (Disclosure of Particulars in the Report of the

Board of Directors) Rules, 1988, are provided as an Annexure forming a

part of this Report. Since the manufacturing activities are suspended

the compliance reports required under Section 271(l)(e) are no longer

applicable to the company.



a. Conservation of Energy : Not Applicable



b. Technology Absorption ; nil



c. Foreign Exchange Earnings ( on accural basis ) : NIL



d. Foreign Exchange Earned Outgo (on accural basis) : NIL





LISTING INFORMATION



The Equity Shares of your company are listed at the Mumbai Stock

Exchange, in terms of Clause 38 of Listing Agreement, the listing fees

for the financial year 2013-2014 have already been paid.



DEMATERIALISATION OF SHARES



As the members are aware, your company''s shares are tradable

compulsorily In electronic form and your company has established

connectivity with both the depositories viz. National Securities

Depository Limited (NSDL) and Central Depository Limited (CDSL). The

members are requested to dematerialize their physical holding in view

of various advantages of holding the shares in dematerialized form. The

company also follows the transfer cum demat procedure for quick

transfer and dematerialization of shares.



M/s Aarathi Consultants Private Limited, 1-2-285, Domalguda, Hyderabad,

a registered Depository Participant has been retained as Registrar and

Share Transfer Agent.



Deposits



The Company has not accepted any deposits from the Public under section

58A of the Companies Act, 1956 and as such, no amount of principal or

interest was outstanding as of the Balance Sheet Date.



CORPORATE GOVERNANCE:



Your company has been practicing the principles of good Corporate

Governance over the years and the Board of Directors lays strong

emphasis on transparency, accountability and integrity. The Company has

taken adequate steps to ensure that the conditions of corporate

Governance as stipulated in clause 49 of the listing agreements of the

Stock Exchanges are complied with. Further a report on Corporate

Governance and Auditors Certificate regarding compliance of the

conditions of Corporate Governance as stipulated under Clause 49 of the

listing agreement with Stock Exchanges is given in the Annual Report.



ACKNOWLEDGEMENTS



Your Directors convey their sincere gratitude and express their

appreciation for the assistance extended by Company''s Bankers-HDFC

Bank, Indian Bank, and various agencies of State and



Central Governments for their continued support and guidance. The

industrial relations of the Company were cordial throughout the year

under review.



Your directors wish to place on record their appreciation for the

services rendered by all Officers, Staff and Workmen of the Company.

Your Directors would also like to thank all the shareholders who have

reposed their confidence on the Company.



Hyderabad By Order of the Board

27.08.2014 For P.M. TELELINNKS LIMITED



Sd/-

(G. P. Surana)

Managing Director