Quadrant Televentures Ltd
Directors Reports
Dear Shareholders,
Your Directors are pleased to present the 76th (Seventy Sixth) Annual Report
together with the Audited Accounts and Auditors Report for the Financial Year ended on 31st
March, 2023.
SUMMARY OF FINANCIAL RESULTS
The Company's financial results for the year ended 31st March, 2023 is
summarized below: -
Particulars |
For the year ended March 31, 2023 |
For the year ended March 31, 2022 |
I. Revenue from operations |
39625.41 |
43789.15 |
II. Other Income |
676.29 |
374.97 |
III. Total Income(I+II) |
40301.70 |
44164.12 |
IV. Expenses |
|
|
Networks operation Expenditure |
24352.44 |
30561.92 |
Employee Benefits Expenses |
4606.36 |
4463.99 |
Sales & Marketing Expenditure |
5371.05 |
4638.29 |
Finance Cost |
12277.41 |
11790.89 |
Depreciation and Amortization |
2206.57 |
2430.33 |
Expenses |
|
|
Other Expenses |
1988.75 |
2001.78 |
Total Expenses |
50802.58 |
55887.20 |
V. Profit/(Loss) before exceptional and extraordinary items and tax |
(10500.88) |
(11723.08) |
(III-IV) |
|
|
VI. Exceptional Item |
Nil |
Nil |
VII. Profit/(Loss) before extraordinary items and tax (V-VI) |
(10500.88) |
(11723.08) |
VIII. Income Tax expenses |
- |
- |
IX. Profit (Loss) for the period from continuing operations
(VII-VIII) |
(10500.88) |
(11723.08) |
X. Profit/(Loss) from discontinued operations |
- |
- |
XI. Tax Expenses of discontinued operations |
- |
- |
XII. Profit/(Loss) From the discontinued operations |
- |
- |
(After Tax) (X-XI) |
|
|
XIII. Profit /(Loss) for the period (IX+XII) |
(10500.88) |
(11723.08) |
XIV. Other Comprehensive Income |
|
|
(A) Items that will not be reclassified to Profit/(loss) |
(8.47) |
88.78 |
(B) Items that will be reclassified to profit/(loss) |
|
|
Other Comprehensive Income (After Tax) |
(8.47) |
88.78 |
XV. Total Comprehensive Income |
(10509.35) |
(11634.30) |
FINANCIAL PERFORMANCE REVIEW/ STATE OF COMPANY'S AFFAIRS
The Company's operating revenue was Rs. 39625.41 Lakhs during the financial year
2022-23 against Rs. 43789.15Lakhs for the financial year 2021-22 and also the
Company have sustained an operating loss of Rs. 10509.35 Lakhs during the financial
year 2022-23 against Rs. 11634.30 Lakhs for the financial year 2021-22.
Total expenses during 2022-23 have decreased significantly by 9% to Rs. 50802.58 Lakhs
against Rs. 55887.20 Lakhs in the previous year.
BUSINESS OPERATIONS
Your Company holds Unified License (UL License) and ISP Licence Category-A (valid till
2035) for providing Telephony Services in the Punjab Telecom Service Area comprising of
the State of Punjab, Union Territory of Chandigarh and Panchkula Town of Haryana.
Currently, the Portfolio of services provided by the Company includes Fixed Voice
(Landline) services, DSL (Internet) services and Leased Line services in the Punjab
Telecom Circle. The Company also operates in Bulk SMS segment.
The Company provides broadband services through its fiber optic cable laid across
Punjab and the Company has also entered into co-location agreements.
As at 31.03.2023, the Company had a total subscriber base of 3.38 Lakhs customers.
CORPORATE DEBT RESTRUCTURING SCHEME (CDR SCHEME)
The Corporate Debt Restructuring Cell (CDR Cell) had vide its letter no.
CDR(JCP)563/2009-10 dated August 13, 2009 approved a Corporate Debt Restructuring Package
(CDR Package) for the company, in order to write off the losses and also to enable the
company to service its debts.
Due to continuous losses and financial constraints, the Company has defaulted/delayed
in the interest payments accrued towards Lenders on account of Secured Non-Convertible
Debentures (NCDs) issued to Lenders as per CDR terms for the period ended March 31, 2023
till the date of signing of this report. Company has also defaulted in the repayment of
principal amount of Secured NCDs and Cumulative Redeemable Preference Shares issued to
Lenders as on March 31, 2023. The Company has also not been able to create Capital
Redemption Reserve in terms of the provisions of Section 55 (2) (a) and (c) of the
Companies Act 2013 since there are no profits available for the same.
However, the Company has fully squared off the fund based working capital limits during
the financial year under review.
The Company is in discussion with the Lenders for the appropriate recourse in the
matter and the Lenders are at an advanced stage of restructuring the debt structure of the
Company.
CHANGE IN NATURE OF BUSINESS
There was no change in the nature of Business of the Company during the period under
review.
EQUITY SHARE CAPITAL AND LISTING OF SHARES
The paid-up Equity share capital of the Company is Rs. 61,22,60,268/ - comprising of
61,22,60,268 equity shares of Re. 1/- each. The Company's shares are listed on BSE Limited
and are actively traded.
The Company has not issued any new securities during the year under review.
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
The Hon'ble Supreme Court in its judgment on AGR vide dated September 1, 2020,
reaffirmed that the demand raised by the DoT stated in its modification application as
final and no dispute or reassessment shall be undertaken.
In addition, Hon'ble Supreme Court directed that the Telecom operators shall make a
payment of 10% of the total dues as demanded by DoT, by March 31, 2021 and remaining dues
in yearly installments commencing April 1, 2021 till March 31, 2031, payable by March 31
of every succeeding financial year.
In compliance of the said order of the Hon'ble Supreme Court, the Company has paid to
DoT 10% of the total dues amounting Rs. 1892.00 Lakh by way of adjustment from surplus /
excess ISP License fee amounting to Rs. 2457.81 Lakh already deposited with DoT assessed
by DoT vide its letter dated 20-06-2017. Above payment of 10% of dues has also been
confirmed by DoT in its affidavit dated 07-04-21 filed before Hon'ble Supreme Court.
The DoT has offered a relief package vide its letter dated October 14, 2021 to the
Telecom Operators; offering a Moratorium period of 4 years for the payment of AGR related
dues up to financial year 2016-17. Accordingly, the installment which becomes due on March
31, 2022 stands deferred till March 31, 2026. The Company has confirmed the acceptance of
Moratorium period.
The DoT has offered another relief package vide its letter dated June 15, 2022 to the
Company; offering a Moratorium period of 4 years towards AGR related dues for the
financial year 2017-18 and 2018-19, as the period was not covered by the Judgment dated
September 1, 2020 of Hon'ble Supreme Court. Accordingly, the payment of AGR dues for the
financial year 2017-18 and 2018-19 shall become payable alongwith the dues of earlier
Moratorium. The Company has confirmed the acceptance of this Moratorium period also.
MATERIAL CHANGES OCCURED BETWEEN THE DATE OF END OF THE FINANCIAL YEAR AND THE DATE OF
THE BOARD REPORT
There was no material change occurred between the end of the financial year of the
Company i.e. 31st March 2023 and till the date of signing of this Report i.e.
August 11, 2023.
DIVIDEND
As on March 31, 2023, the Company had accumulated losses. Your Directors, therefore,
have not recommended any dividend for the financial year 2022-23.
TRANSFER TO RESERVES
During the year under review, no amount has been transferred to reserves.
FIXED DEPOSITS
Your Company has not accepted / renewed any deposits within the meaning of Section 73
of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding
as on the Balance Sheet date.
HUMAN RESOURCE DEVELOPMENT
The Company offers a dynamic work environment where its employees benefit from working
with other innovators, driving meaningful change together, both for its customers and the
Company. The Company's compensation and employee benefit practices are designed to be
competitive in the respective geographies where we operate. Employee relations continue to
be harmonious at all our locations. Professionals are our most important assets. We are
committed to hiring and retaining the best talent. For this, we focus on promoting a
collaborative, transparent and participative organization culture, and rewarding merit and
sustained high performance including shifting of Manpower from vendor roll to Company's
roll to keep the junior manpower in high spirit. Our human resource management focuses on
allowing our employees to develop their skills, grow in their career. Moreover Company
endeavors to shift junior employees from vendor's roll to the Company's roll to reduce the
churn of the junior manpower of the Company
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company, being in the telecommunications sector is not involved in carrying on any
manufacturing activity; accordingly, the information required under Section 134(3)(m) of
the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to
Conservation of Energy, Technology Absorption are not applicable.
However, the following information would give adequate idea of the continuous efforts
made by the Company in this regard:
(i) Energy Conservation:
(a) Electricity is used for the working of the Company's telephone exchanges and other
network infrastructure equipment. The Company regularly reviews power consumption patterns
across its network and implements requisite changes in the network or processes in order
to optimize power consumption and thereby achieve cost savings.
(b) Reduction in the running of the Diesel Generator (DG) Sets during power cuts it its
various sites.
(ii) Technology Absorption: The Company has not imported any technology. The
Company has not yet established separate Research & Development facilities.
(iii) Foreign Exchange Earnings And Outgo:
During the year, there were no foreign exchange earnings; the total foreign exchange
outgo was to the tune of Rs. 3.91 Lakhs, which was on account of Import of Consumable
Items and finance charges.
ANNUAL RETURN
In accordance with the Companies Act, 2013, the annual return in the prescribed format
is available at www.connectzone.in
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 (12) of Companies Act 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 in respect of employees of the Company is appended as Annexure-1 to the Board's
Report.
Particulars of remuneration of employees required to be furnished in terms of Rules
5(2) and 5(3) of the said Rules, forms part of this Report, which shall be provided to
Members upon written request pursuant to the second proviso of Rule 5. Particulars of
remuneration of employees are available for inspection by Members at the registered office
of the Company during business hours on all working days up to the date of the forthcoming
AGM.
The remuneration paid to all Key Managerial Personnel is in accordance with
remuneration policy adopted by the Company.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADQUECY
The details in respect of internal financial control and their adequacy are included in
the Management Discussion & Analysis, which forms part of this report.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has formulated and published a Whistle Blower Policy to provide Vigil
Mechanism for employees including Directors of the Company to report genuine concerns. The
provisions of this policy are in line with the provisions of Section 177(9) of the
Companies Act, 2013 and the Regulation 22 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (URL: http://www.connectzone.in/corporate_governance.php).
RELATED PARTY TRANSACTIONS
In line with the requirements of Section 188 of the Act and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on
Related Party Transactions and the same is posted on the Company's URL: http:/
/www.connectzone.in/corporate_governance.php
Information on transaction with related parties pursuant to Section 134(3)(h) of the
Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not provided since
there are no transactions with related parties during financial year 2022-23, except
payment of remuneration to the Chief Financial Officer and Company Secretary.
CORPORATE SOCIAL RESPONSIBILTY
In terms of the provisions of Section 135 read with Schedule VII and the Rules made
thereunder, every Company having net-worth of Rs. 500 Crore or turnover of Rs.1,000 Crore
or Net Profit of Rs.5 Crore is required to constitute Corporate Social Responsibility
Committee. The Company does not meet any of the above criteria. As such the Company is not
required to constitute Corporate Social Responsibility Committee and comply with the
requirements of Section 135 read with Schedule VII and the Rules made thereunder.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to the provisions of Section 134 (3) (g) of the Companies Act 2013,
particulars of Loans/guarantee/investments/securities given under Section 186 of the Act
are given in the related notes to the Financial Statements forming part of the Annual
Report.
BOARD EVALUATION
Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board of
Directors has carried out an annual evaluation of its own performance, board committees,
and individual Directors. The Board has carried out an annual performance evaluation,
based on parameters which, inter alia, include performance of the Board on deciding
strategy, composition and structure of Board, discharging of their duties, handling
critical issues etc. The parameters for the performance evaluation of the Directors
include contribution made at the Board meeting, attendance, experience, instances of
sharing information on best practices applied in other industries, vision, strategy and
engagement with senior management etc.
Performance of the committees was evaluated after seeking inputs from the committee
members on the basis of criteria such as the composition of committees, effectiveness of
committee meetings, etc.
In a separate meeting held on February 8, 2023 of independent directors, performance of
non-independent directors and the Board as a whole was evaluated, taking into account the
views of non-executive/executive directors. All Directors participated in the evaluation
process. The Board noted the suggestions / inputs of Independent Directors and
recommendations arising from this entire process were deliberated upon by the Board to
augment its effectiveness and optimize individual strengths of the Directors.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the Company,
its management and operations and provides an overall industry perspective as well as
issues being faced by the industry. The familiarization programme adopted by the Company
is posted on the website of the Company's URL: http://
www.connectzone.in/corporate_governance.php
REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
In terms of the provisions of Section 178(3) of the Act and under Regulation 19 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination
& Remuneration Committee (NRC) is responsible for formulating the criteria for
determining qualification, positive attributes and independence of Directors. The NRC is
also responsible for recommending to the Board a policy relating to the remuneration of
the Directors, Key Managerial Personnel and other employees.
In line with this requirement, the Board has adopted the Policy relating to the
remuneration of the Directors, Key Managerial Personnel and other employees and the same
has been disclosed in the Corporate Governance Report, which forms part of the Directors'
Report. The same is also available on the Company's website URL:
http://www.connectzone.in/corporate_governance.php
NUMBER OF MEETINGS OF THE BOARD
Five Meetings of the Board were held during the year. For details of the meetings of
the Board, please refer to the Corporate Governance Report, which forms part of this
report. Board confirms compliance with Secretarial Standards.
THE DETAILS OF DIRECTORS WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR
Pursuant to the instructions received from the IDBI Bank vide their letter ref.
LCG-SSCB.53/10/Nom.8/2022-23 dated April 30, 2022, the Company has appointed Mr. Jitendra
Joshi as Nominee Director on the Board of the Company w.e.f. April 30, 2022 in place of
Mr. Suneel B. Gollapalli.
There is no Non-executive Director on the Board; accordingly in terms of the provisions
of Section 152 (6) of the Companies Act, 2013 and the Rules made there under, none of the
Directors retire by rotation.
Accordingly, no disclosure of brief profile of Director seeking
confirmation/appointment, nature of expertise in specific functional area, name of other
companies in which they holds Directorship(s) and Membership(s)/Chairmanship(s) of the
Committees of the Board of Directors and the particulars of the shareholding as stipulated
under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 in the Notice.
During the year, the non-executive director of the Company had no pecuniary
relationship or transactions with the Company.
THE DETAILS OF KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE
YEAR
During the financial year, Mr. Gourav Kapoor, Company Secretary of the Company had
resigned and ceased to be the Company
Secretary of the Company with effect from June 22, 2022. In his place Mr. Umesh Prasad
Srivastava was appointed as the Company Secretary of the Company with effect from June 22,
2022.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all Independent Directors of the Company
Confirming that they meet with the criteria of independence, as prescribed under section
149 of the Companies Act, 2013 read with sub-rule (3) of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014 and Regulation 25 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent
Directors have also confirmed that they have complied with the Company's Code of Conduct.
In the opinion of the Board the Independent Directors possess relevant expertise,
experience, proficiency and integrity for the appointment as Independent Directors.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules
framed thereunder, the Company had, on 20th September, 2019, appointed M/s. SGN
& Co., Chartered Accountants, Mumbai as Statutory Auditors (Firm Registration No.
134565W), as Statutory Auditors of the Company for a period of 5 years from the conclusion
of Seventy Second (72nd) Annual General Meeting of the Company until the
conclusion of Seventy Seventh (77th) Annual General Meeting of the Company.
COST AUDITOR
The Central Government had directed vide its order no. 52/26/CAB-2010 dated November 6,
2012 to conduct a Cost Audit in respect of the specified products viz., Telecommunication
Industry.
The Board of Directors of the Company had appointed M/s Sanjay Gupta & Associates,
as Cost Auditor of the Company for the financial year 2022-23. The Cost Auditors have
submitted their report and the same shall be filed with the Registrar of the Companies
within the specified timeline.
The Board of Directors of the Company has again accorded its approval for the
appointment of M/s Sanjay Gupta & Associates, Cost Accountants, New Delhi, as Cost
Auditor of the Company, for the financial year commencing on April 1, 2023 and ending on
March 31, 2024, subject to the approval of the Central Government, if any.
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with
the Companies (Audit & Auditors) Rules, 2014, the remuneration payable to the Cost
Auditor has to be ratified by the members of the Company. Accordingly, consent of the
Members is sought by way of an Ordinary Resolution for ratification of the remuneration
amounting to Rs. 70,000/- (Rupees Seventy Thousands Only) plus applicable service tax and
out of pocket expenses payable to the Cost Auditors for financial year commencing on April
1, 2023.
In compliance with the provisions of the Companies (Cost Audit Report) Rules, 2011 and
General Circular No. 15/2011 issued by Government of India, Ministry of Corporate Affairs,
Cost Audit Branch, we hereby submit that, the Company has filed the Cost Audit Report for
the financial year ended on March 31, 2022 with the Registrar of Companies within the
prescribed timeline.
SECRETARIAL AUDITOR AND ANNUAL SECRETARIAL COMPLIANCE
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had
appointed M/s B K Gupta & Associates (CP No. 5708:, FCS: 4590), Practicing Company
Secretary to undertake the secretarial audit of the company for the financial year
2022-23. The Secretarial Auditor has submitted the Report on the Secretarial Audit
conducted by him for the financial year 2022-23 which forms part of the Board's Report as
Annexure-2.
The Board has again appointed M/s BK Gupta & Associates, Practicing Company
Secretary to undertake the secretarial audit and to issue the Annual Secretarial
Compliance pursuant to Regulations 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 of the Company for the financial year 2023-24.
In terms of Circular No. CIR/CFD/CMD1/27/2019, February 08, 2019, issued by Securities
Exchange Board of India (SEBI) read with Regulations 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 the Company has also submitted the Annual
Secretarial Compliance issued by M/s B. K. Gupta & Associates with the Stock Exchange
within the stipulated timeline.
INTERNAL AUDITORS
M/s Ernst and Young perform the duties of internal auditors of the Company and their
report is reviewed by the Audit Committee from time to time.
AUDIT COMMITTEE
In compliance with the provisions of Section 177 of the Companies Act 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has
constituted an Audit Committee. The composition, scope and powers of the Audit Committee
together with details of meetings held during the year under review, forms part of the
Corporate Governance Report.
The recommendations of the Audit Committee are accepted by the Board.
RISK MANAGEMENT POLICY
Risk Management Policy for monitoring and reviewing the risk management plan and
ensuring its effectiveness has been formulated by the Company. The policy defines the risk
management approach across the organization at various levels including documentation and
reporting. Major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis. The Audit Committee has
additional oversight in the area of financial risks and controls. The major risks
identified by the businesses and functions are systematically addressed through mitigating
actions on a continuous basis.
The Board regularly reviews the significant risks and decisions that could have a
material impact on the Company. These reviews consider the level of risk that Company is
prepared to take in pursuit of the business strategy and the effectiveness of the
management controls in place to mitigate the risk exposure.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
As of March 31, 2023, there were no amounts eligible for transfer to the Investor
Education and Protection Fund (IEPF) of the Central Government, in terms of the provisions
of Section 125 of the Companies Act, 2013.
SUBSIDIARY COMPANIES
As of March 31, 2023, the Company has no subsidiary company; hence the information in
AOC-1 pursuant to the provisions of Section 129(3) of the Companies Act, 2013 is not
applicable.
JOINT VENTURES/ASSOCIATE COMPANIES
‘As of March 31, 2023, the Company is an Associate Company of Quadrant Enterprises
Private Limited. However, there are no Joint Ventures of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
As on March 31, 2023, the Company has no subsidiary Company and the consolidated
financial statements has not been compiled. Hence, the provisions relating to
consolidation of accounts is not applicable to the Company.
STATUTORY AUDITORS' REPORT
The Statutory Auditors of the Company, M/s. SGN & Co., Chartered Accountants,
Mumbai as Statutory Auditors, have submitted the Auditors' Report which has the following
observation on Standalone Financial Statements for the period ended March 31, 2023.
MANAGEMENT'S EXPLANATION TO THE AUDITORS' QUALIFICATIONS/OBERSERVATIONS: -
1) Auditors' Qualification in the Standalone Auditor's Report Basis of
Qualified Opinion:-
As stated in Note No. 40 of the statements, balances of some of the trade payable,
other liabilities, advances and security deposits pertaining to erstwhile GSM business are
subject to confirmations, reconciliation and adjustments, if any. The effect of the same
is unascertainable, and hence the consequential cumulative effect thereof on net loss
including other comprehensive income for the year, assets, liabilities and other equity is
unascertainable.
Qualified Opinion
In our opinion and to the best of our information and according to the explanations
given to us, except for the possible effect of the matter described in the Basis for
qualified Opinion in paragraph 2 below, the aforesaid financial statements give the
information required by the Companies Act, 2013 ("the Act") in the manner so
required and give a true and fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2023,
its loss including other comprehensive loss, changes in equity and its cash flows for the
year ended on that date.
Management's Explanations to the Auditor's Qualification in the Standalone Auditor's
Report
The Company is in process of reconciliations / adjustments, if any, on its balances of
some of the trade payable, trade receivable, other liabilities, advances and deposits. The
requisite accounting effect, if any, will be given upon such reconciliation.
2) Auditors' Observation in the Standalone Auditor's Report
We draw attention to note no. 41 to the financial statements, wherein the Company has
incurred a net loss of Rs. 10,509.35 Lakhs during the year and the accumulated losses as
at March 31, 2023 amounted to Rs. 2,45,318.78 Lakhs resulting in, the erosion of its net
worth, these factors raise doubts that the Company will not be able to continue as a going
concern. The management is confident of generating cash flows from continue business
operations through increasing subscriber' base and ARPU as well as through restructuring
of bank loans along with the support of other stakeholders. Hence, in view of the above,
the financial statements have been prepared on a going concern basis. Our report is not
modified in respect of this matter.
Management's Explanations to Auditors' Observation in the Standalone Auditor's
Report
The accumulated losses of the Company as at March 31, 2023 are more than fifty percent
of its net worth as at that date. The losses are due to declining / Competitive market of
the fixed line business and high operating costs. The management is confident of
generating cash flows from business operations through increasing subscribers' base and
other value added services and reducing losses gradually. Further with the support of
significant Stakeholders to fund its operating and capital expenditure. Management is
confident of meeting its funds requirement. Moreover, the Company is under advance stage
of debt restructuring.
3) Auditors' Observation in the Annexure to the Standalone Auditor's Report
Point No. IX (a) of the Annexure to Auditor's Report which summarizes the basis of
Qualification
According to the information and explanations given to us and based on the audit
procedures performed by us, the Company has defaulted in repayment of loans (including
accrued interest on default amount) to bank/debenture holders as follows:
Nature of borrowings including |
Amount Outstanding as at March |
Amount of Default as at March 31, 2023 |
Delay/Default (in days) |
debt securities |
31, 2023 and not paid till |
(in Lakhs) |
|
|
date |
Principal |
Interest |
Principal |
Interest |
| NCD |
IDBI Bank |
20,434.04 |
10,509.79 |
31 – 2069 |
30 - 1308 |
NCD |
Kotak Mahindra Bank |
1,347.38 |
807.95 |
31 - 1643 |
30 - 1370 |
NCD |
Life Insurance Corporation of India |
3,962.33 |
2,637.32 |
31 – 2191 |
30 – 1947 |
NCD |
State Bank of India |
1320.84 |
838.15 |
31 - 2191 |
30 - 1826 |
| NCD |
Punjab |
3962.51 |
2775.39 |
31 - 2191 |
30 - 2069 |
|
National Bank(E-OBC) |
|
|
|
|
|
Total |
31,027.10 |
17,568.60 |
|
|
Further, amount defaulted during the year and paid before the Balance Sheet date are as
under:
B. Amount paid |
Amount (in Lakhs) |
Delay/Default (in days) |
before the year end |
Principal |
Interest |
Principal |
Interest |
IDBI Bank |
- |
2,373.08 |
- |
1336 – 1397 Days |
Kotak Mahindra Bank |
- |
97.59 |
- |
1244 - 1398 Days |
Life Insurance Corporation of India |
- |
267.93 |
- |
1853 - 1975 Days |
State Bank of India |
- |
117.31 |
- |
1792 - 1855 Days |
Punjab National Bank (E-OBC) |
- |
222.98 |
- |
1983 - 2098 Days |
Total |
- |
3,078.89 |
- |
- |
Managements Explanations to Auditors' observation in the Annexure to the Standalone
Auditor's Report
Due to continuous losses and financial constraints, the Company has defaulted/ delayed
the interest payments accrued towards Lenders on account of Secured Non-Convertible
Debentures (NCDs) issued to Lenders as per CDR terms for the period ended March 31, 2023
and principal repayment of Secured NCDs accrued for the period ended March 31, 2023 and
till the date of signing of this report. The Company is in discussions with Lenders for
appropriate recourse in the matter.
DETAILS OF FRAUD REPORTED BY AUDITOR
No fraud is reported by auditors under section 143(12) of Companies Act 2013.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has in place a Policy on prevention of Sexual Harassment in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013 and has constituted the Internal Complaints Committee to
redress complaints received regarding sexual harassment. During the year, no complaint was
received by the Company. All employees (permanent, contractual, temporary, trainees) are
covered under this policy. During the year under review the Committee/Management has not
received any complaint related to Sexual Harassment.
POLICY ON PREVENTION OF INSIDER TRADING
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has
framed a) Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting
of Trading by Insiders and b) Code of Fair Disclosure. The Company's Code, inter alia,
prohibits purchase and/or sale of shares of the Company by an insider, while in possession
of unpublished price sensitive information in relation to the Company and also during
certain prohibited periods. Both the Codes are available at the website of the Company.
CORPORATE GOVERNANCE
The Report on Corporate Governance as required under Regulation 34 read with Schedule V
of the SEBI Listing Regulations, 2015, forms part of this Annual Report together with the
Management Discussion and Analysis Report. Integrity and transparency are key to our
corporate governance practices to ensure that we gain and retain the trust of our
stakeholders and maintaining high standards of Corporate Governance has been fundamental
to the business of your Company. Corporate Governance Compliance Certificate pursuant to
the requirements of Regulation 27 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is also forms part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its
knowledge and ability, confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) The Directors has selected such accounting policies and applied consistently and
have 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 the Companies Act, 2013 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;
(e) The Directors had laid down internal financial controls to be followed by the
Company and 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.
APPLICATION/PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016
There was no application/proceeding under Insolvency and Bankruptcy code 2016.
ONE TIME SETTLEMENT WITH ANY BANK
There was no one time settlement with any Bank.
ACKNOWLEDGEMENTS
The Directors thank the Company's employees, customers, vendors, investors and partners
for their continuous support. The Directors also thank the Department of
Telecommunications, Financial Institutions, Banks, Lenders and the various Central and
State Government Departments, Business Associates, Shareholders and Subscribers.
The Directors appreciate and value the contributions made by all our employees and
their families for making the Company what it is.
|
For and on behalf of the Board of Directors |
|
Anushka J. Vagal |
Dinesh Kadam |
Place: Mohali |
Director |
Whole Time Director |
Date: August 11, 2023 |
(DIN: 08966439) |
(DIN: 08282276) |
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