Business News›Markets›Stocks›Stock Price Quotes›Padmalaya Telefilms Share Price
› Padmalaya Telefilms Directors Report
Padmalaya Tele Director Report
BSE:532350 | IND:Film/TV Production & Distribution | ISIN code:INE243B01016 | SECT:Media & Entertainment
PREMARKET
BSE
Change:
Volume:
Open:
Prv. Close:
Bid:
()
Offer:
()
NSE
Change:
Volume:
Open:
Prv. Close:
Bid:
()
Offer:
()
You can view full text of the Director's Report for Padmalaya Telefilms Ltd.
Director Report
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
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
Quick Links
Padmalaya Telefilms Ltd. Quick Links
Stock Summary
Cash Flow Statement
Half Yearly Results
Capital Structure
Chairman's Speech
Company History
Locations
Dividends
Splits
Competitors
Cash Flow Statement
Half Yearly Results
Capital Structure
Chairman's Speech
Company History
Locations
Dividends
Splits
Competitors
Date Sources:Live BSE and NSE Quotes Service: TickerPlant | Corporate Data, F&O Data & Historical price volume data: Dion Global Solutions Ltd.
BSE Quotes and Sensex are real-time and licensed from the Bombay Stock Exchange. NSE Quotes and Nifty are also real time and licenced from National Stock Exchange. All times stamps are reflecting IST (Indian Standard Time).
By using this site, you agree to the Terms of Service and Privacy Policy.