30 Apr 2017 | Livemint.com

BSE
NSE
Last Updated: Mar 20, 03:41 PM
PM Telelinks Ltd.

BSE

  • 5.56 0.00 (0%)
  • Vol: 500
  • BSE Code: 513403
  • PREV. CLOSE
    5.56
  • OPEN PRICE
    5.56
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    5.56(4650)

NSE

  • (%)
  • Vol:
  • NSE Code:
  • PREV. CLOSE
  • OPEN PRICE
  • BID PRICE (QTY.)
    ()
  • OFFER PRICE (QTY.)
    ()

PM Telelinks Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

In terms of Compliance to Clause 49 of the Listing Agreement on Corporate Governance, your Company is complying with the guidelines. The report for current year is as follows:

1. Company's Corporate Governance Philosophy

The Company's Corporate Governance philosophy aims at assisting the management of the Company in the efficient conduct of its business and in meeting its responsibilities to all the stakeholders and to provide customer satisfaction through best quality at lowest price. It is towards this end that efforts are made to maintain high standards of disclosure to the shareholders and internal compliance guidelines for better Corporate Governance.

2. Board of Directors:

3. The names and categories of the directors on the board, their attendance at board meetings and general meeting held during the year and the number of directorships and committee chairmanships/memberships held by them in other public companies as on 31 March 2015 are given herein below:

5. COMMITTEES OF THE BOARD,

(a) Audit Committee

The Audit Committee continued working under Chairmanship of Mr. Casula Raj Kumar. Mr. Kadakia Amish Bharat and Mr. G.P. Surana as co-members. During the year, the sub-committee met on five occasions.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes

Oversight of the Company's financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

Reviewing with the Management the quarterly unaudited financial statements and the Auditors' Limited Review Report thereon/audited annual financial statements and Auditors' Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the financial statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

Review the Management Discussion & Analysis of financial and operational performance.

Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company's accounting principles with reference to the Generally Accepted Accounting Principles in India (IGAAP).

Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

(B) Nomination & Remuneration Committee

Composition:

The Nomination & Remuneration Committee continued working under Chairmanship of - Mr. Casula Raj Kumar. Mr. Kadakia Amish Bharat and Mr. G.P. Surana as co-members. During the year, there was no meeting of the sub- committee.

The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.

• During the year two meetings of the Nomination & Remuneration Committee were held.

(C) Stakeholders' Relationship Committee

Composition:

The Stakeholders' Relationship Committee continued working under Chairmanship of - Mr. Casula Raj Kumar. Mr. Kadakia Amish Bharat and Mr. G.P. Surana as co-members.. During the year, the sub-committee met once on 4,2015 with full attendance of all the members.

The terms of reference of the Committee are:

• transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;

• issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

• issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;

issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees' Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;

to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

* to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;

to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken; monitoring expeditious redressal of investors / stakeholders grievances; all other matters incidental or related to shares, debenture.

During the year, no complaint was received from shareholders As on March 31, 2015, no investor grievance has remained unattended/ pending for more than thirty days. The Company had no share transfers pending as on March 31, 2015

6. Independent Directors' Meeting

During the year under review, the Independent Directors met on February 9th, 2015, inter alia, to discuss:

Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.

Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors.

Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

7. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders Relationship Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A .separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

8. Disclosures:

(a) Materially Significant related party transactions

There was no materially significant transaction with related parties entered into by the Company with its promoters, Directors or the Management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large. The Register of Contracts contained the transactions in which Directors are interested is placed at the Board Meetings. Disclosures on transactions with related parties as required under Accounting Standards have been incorporated in the notes to the Accounts.

There were no strictures or penalties imposed on the Company by Stock Exchanges or Securities and Exchange Board of India (SEBI) or any other statutory authority for non­compliance of any matter related to capital markets, during the last three years.

(b) Reconciliation of Share Capital Audit

As required by the Securities & Exchange Board of India (SEBI) quarterly audit of the Company's share capital is being carried out by an independent external auditor with a view to reconcile the total share capital admitted with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and held in physical form, with the issued and listed capital. The Auditors' Certificate in regard to the same is submitted to BSE Limited and is also placed before Stakeholders' Relationship Committee and the Board of Directors.

(c) Pecuniary relationship or transactions of Non-Executive Directors

Non-executive Directors do not have any material pecuniary relationship or transactions with the company, its promoters or its management which in the judgment of the board may affect independence of judgment of the director.

(d) Compliance with Accounting Standards

In the preparation of the financial statements, the Company has followed the Accounting Standards notified pursuant the relevant provision of the Companies Act, 2013 read with applicable Accounting Standards, issued by the Ministry of Corporate Affairs. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.

(e) Internal Controls

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company's business processes have a strong monitoring and reporting process resulting in financial discipline and accountability.

(f) CEO / CFO Certification

The CFO have issued certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed and forms part of the Annual Report.

Vigil Mechanism / Whistle Blower Policy

The Company has established a whistle blower mechanism to provide an avenue to raise concerns. The mechanism provides for adequate safeguards against victimization of employees who avail of it and also for appointment of an Ombudsperson who will deal with the complaints received. The policy also lays down the process to be followed for dealing with complaints and in exceptional cases, also provides for direct appeal to the Chairperson of the Audit Committee. During the year, no employee was denied access to Chairman of the Audit Committee.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary is responsible for implementation of the Code along with the management of the Company.

All Board Directors and the designated employees have confirmed compliance with the Code.

Code of Conduct for the Board & Senior Management Personnel:

The Company has formulated and implemented a Code of Conduct at the meeting of the Board of Directors for all its Non-Executive Directors and for Executive Directors and Senior Management Personnel of the Company in compliance with Clause 49(1) (D) of the Listing Agreement.

Name, designation and address of the Compliance Officer:

G P Surana Managing Director & Compliance Officer 1-7-241/11/D, S D Road, ,Secunderabad ,Telangana ,500003 Telephone No: 040-65595929 E-mail: gp@suranamailindia.com

General Shareholder Information

AGM - Date, time and venue

Wednesday 30th September, 2015 at 11.00 A.M At the registered office of the Company At 1-7-241/11/D, RAMALAYA, 3RD FLOOR S.D.ROAD SECUNDERABAD, Telangana 500 003

Financial Calendar (Tentative) 2015-16

1 st Quarter : 30/06/201 5 - by 2nd week of August, 20 1 5

2nd Quarter : 30/09/2015 - by 2nd week of November, 2015

3rd Quarter : 30/12/201 5 - by 2nd week of February, 2016

4th Quarter : 31 /03/2016 - by 4th week of May, 2016

Book Closure Date 26/09/2015 to 30/09/2015 (both days inclusive)

Listing of Eq. shares on stock exchanges

Bombay Stock Exchange Ltd

Listing fees for the year have been paid to the Stock Exchange.

Stock Code : 513403

Registrar & Transfer Agents

Aarthi Consultants Pvt. Ltd 1-2-285, Domalguda, Hyderabad, Telangana- 500029

Share Transfer System

Share transfer requests, which are received in physical form are processed and the share certificates returned within a period of 15 (fifteen) days from the date of receipt, subject to the documents being in order and complete in all respects.

Pursuant to Clause 47 (c) of the Listing Agreement with the Stock Exchanges, certificates, on half-yearly basis, have been issued by M/s AGR Reddy & Co., Company Secretaries-, Hyderabad for due compliance of share transfer formalities by the Company.

Location

Registered Office:

CIN: L74120TG1991PLC012450 1-7-241/11/D, Ramalaya, 3rd Floor, S.D.Road. Secunderabad-500003 Ph: E-Mail: gp@suranamailindia.com Website: <http://www.golkondaengineering.com>

ADDRESS FOR CORRESPONDENCE

Shareholders Correspondence for

1. Transfer/Dematerialization/Conso lidation/Split of Shares, Issue of Duplicate Share Certificate, Change of Address of members and beneficial owners and any other query relating to the shares of the Company

Addressed

Aarthi Consultants Pvt. Ltd 1-2-285, Domalguda, Hyderabad, Telangana- 500029

2. Investor Correspondence/Query

Addressed : G P Surana on Annual Report Managing Director & Compliance Officer 1-7-241/11/D, S D Road, ,Secunderabad ,Telangana ,500003 Telephone No: 040-65595929 E-mail: gp(a),suranamai 1 india.com

Profiles of Directors to be re-appointed on retirement/expiry of term of appointment. As per Annexure-A to notice of Annual General Meeting

Listing on Stock Exchanges

The Company's shares are listed on the following Stock Exchanges.

Name & Address of the Stock Exchanges  

BSE Limited Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai 400001

Stock Code/Scrip Code : 513403

I SIN Number for NSDL/CDSL (Dematerialised share): INE092C01015

COMPLIANCE WITH CORPORATE GOVERNANCE NORMS:

(I) MANDATORY REQUIREMENTS

The Company has complied with all the mandatory requirements of Corporate Governance norms as enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges.

(II) OTHER NON-MANDATORY REQUIREMENT

At present, non-mandatory requirements have not been adopted by the Company

Dematerialisation of Shares and Liquidity

In order to enable the shareholders to hold their shares in electronic form and to facilitate scripless trading, the Company has enlisted its shares with NSDL and CDSL.

Outstanding GDRs/ADRs/Warrant or any convertible instruments, conversion date and likely impact on Equity: The Company has neither issued any of these instruments during the year nor any such outstanding instrument is pending for conversion

Nomination facility for shareholding

As per the provisions of the Companies Act, 2013, facility for making nomination is available for Members in respect of shares held by them. Members holding shares in physical form may obtain nomination form, from the Share Department of the Company or download the same from the Company's website. Members holding shares in dematerialized form should contact their Depository Participants (DP) in this regard.

11. SHARE TRANSFER SYSTEM / DIVIDEND AND OTHER RELATED MATTERS

Share transfers

Share transfers in physical form are processed and the share certificates are generally returned to the transferees within a period of fifteen days from the date of receipt of transfer provided the transfer documents lodged with the Company are complete in all respects.

Nomination facility for shareholding

As per the provisions of the Companies Act, 2013, facility for making nomination is available for Members in respect of shares held by them. Members holding shares in physical form may obtain nomination form, from the Share Department of the Company or download the same from the Company's website. Members holding shares in dematerialized form should contact their Depository Participants (DP) in this regard.

Permanent Account Number (PAN)

Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card of the transferee/s, members, surviving joint holders / legal heirs be furnished to the Company while obtaining the services of transfer, transposition, transmission and issue of duplicate share certificates.

Pending Investors' Grievances

Any Member / Investor, whose grievance has not been resolved satisfactorily, may kindly write to the Compliance officer at the Registered Office with a copy of the earlier correspondence.

Remote E-Voting Facility to members

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members the facility to exercise their right to vote at the 23rd Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by CDSL. Pursuant to the amendments made in clause 35B of the Listing Agreement by SEBI, the company has sent assent/dissent forms to the members to enable those who do not have access to e-Voting facility to cast their vote on the shareholders resolution to be passed at the ensuing Annual General Meeting, by sending their assent or dissent in writing.