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Punjab Communications Ltd.

BSE: 500346 Sector: Telecom
NSE: PUNJCOMMU ISIN Code: INE609A01010
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VOLUME 1500
52-Week high 61.30
52-Week low 30.30
P/E
Mkt Cap.(Rs cr) 49
Buy Price 40.60
Buy Qty 200.00
Sell Price 41.95
Sell Qty 40.00
OPEN 41.00
CLOSE 42.05
VOLUME 1500
52-Week high 61.30
52-Week low 30.30
P/E
Mkt Cap.(Rs cr) 49
Buy Price 40.60
Buy Qty 200.00
Sell Price 41.95
Sell Qty 40.00

Punjab Communications Ltd. (PUNJCOMMU) - Director Report

Company director report

The Board hereby presents the Thirty Fifth Annual Report of your Company together withthe Audited Statement of Accounts for the Financial Year ended 31st March 2016 alongwithIndependent Auditors' Report thereon and Secretarial Audit Report for the financial yearunder report.

Financial Results (` In lacs)

Particulars 2015-16 2014-15
Gross Income 3112.44 3255.69
Total expenditure 3956.39 3963.20
Profit before tax (1047.58) (1026.16)
Profit/Loss after tax (1047.58) (1026.16)
Dividend Nil Nil
Paid up equity 1202.36 1202.36
Profit/Loss appropriated to General Reserve 0.00 (1026.16)
Profit/Loss Account (1047.58) 0.00
Reserves (Including Capital Reserves) 7159.01 8206.66
Net fixed assets 566.23 418.85
Capital employed 8565.17 9575.93
Earning/Loss per share (in `) (8.71) (8.53)
Cash earning/loss per share (in `) (8.10) (7.02)
Book value per share (in `) 69.56 78.28

Extract of Annual Return

The extract of Annual Return pursuant to the provisions of Section 92 of the CompaniesAct 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014in the prescribed form MGT-9 is enclosed as Annexure 1 and is an integral part ofthis Report.

Meetings

During the year four Board meetings were duly convened and held. The details of whichare given in the Corporate Governance Report. The intervening gap between the meetings waswithin the period prescribed under the provisions of Companies Act 2013 ListingRegulations and SS-1 on Meetings of Board of Directors.

Directors' Responsibility Statement

Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:

i) That in the preparation of accounts for the financial year ended 31st March 2016the applicable Accounting Standards have been followed along with proper explanationrelating to material departures;

ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit or loss of the company for the year under review;

iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

iv) That the Directors have prepared the annual accounts for the financial year ended31st March 2016 on a going concern basis.

v) That the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

vi) That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Frauds reported by Auditors u/s 143(12)

Your company has complied with all the provisions of Section 143 of the Companies Act2013. Hence there are no frauds reported by the Auditors other than those which arereportable to the Central Government. Further no fraud has been reported to the CentralGovernment.

Declaration by Independent Director(s)

All the Independent Directors on the Board of Puncom have given their respectivedeclaration that they meet the criteria of independence as per the provisions ofsub-section (6) of section 149 of Companies Act 2013. The term of Appointment ofIndependent Directors has been fixed for 5 years in accordance with the provisions of theCompanies Act 2013 and none of the Independent Directors have been reappointed for morethan 5 years.

Nomination and Remuneration Committee

The details of the Nomination and Remuneration Committee & its Policy in accordancewith Section 178(2) of the Companies Act 2013 and Regulation 17(10) of ListingRegulations are mentioned in the Corporate Governance Report annexed herewith.

Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made

Management's Reply to Statutory Auditors Remarks:

M/s Grewal & Singh Chartered Accountants was appointed as Statutory Auditorsof the Company for the financial year 2015-16. Notes to accounts forming part of AnnualAccounts are self- explanatory and exhaustive to the remarks of Auditors in their reportdated 27th May 2016.

1. Regarding the investment of Rs. 698.74 lacs (Face value Rs. 700 lacs) in the Bondsof UP Co-operative Spinning Mills Federation Ltd (UPCSMFL) duly guaranteed by the UP StateGovt. for the tenure of 18 months. The company invoked the government guarantee consequentto the bonds not being redeemed on the due date of redemption viz 20.12.1999. The suit wasfiled for recovery of Rs. 993.44 lacs (Principal of Rs. 700 lacs and interest Rs. 293.44lacs). The suit was decided ex-parte in favour of the company on 31.01.2004 by CivilJudge Junior Division Chandigarh. In compliance of the orders of the Hon'ble Punjab andHaryana High Court Chandigarh the UP State Government (Guarantor) had deposited Rs.735.63 lacs and a Govt. guarantee of equivalent amount in the Civil Court Lucknow.Further an amount of Rs. 735.63 lacs deposited with the Executing Court was released tothe Company (decree holder) on 24.04.2006 against furnishing bank guarantee of theequivalent amount with the Court.

Later on 19.01.2015 Hon'ble Supreme Court had decided against the ex-parte decreeearlier made in favour of the Company and directed the Civil Court Lucknow to refund theamount to UP State Government. The execution of the said order is pending at DistrictCourt Lucknow. In view of the SC Decision the company has accounted for the same and aliability of Rs. 735.63 lacs has been reflected under Note-7 of Balance Sheet. Abovementioned Bank guarantee of Rs. 735.63 lacs can be invoked by the Court any time. Sincethe decree was issued against UPCSMFL and State of UP and Hon'ble SC considered that theState of UP was Ex- parte the company has filed the execution of earlier decree issued infavour of Puncom against the UPCSMFL on 30.01.2016 and has also filed fresh suit againstthe State of UP through Special Secretary Industrial Development on 11.03.2016.

The company had earlier recognized and received interest income to the extent of Rs.156.45 lacs (@ 14.90% on Principal) for a tenure of 18 months. In view of the protractedlitigation and uncertainty of the amount realizable pending settlement of the case thecompany has provisioned the already recognized interest income of Rs. 152.52 lacs up to31st March 2001 of which Rs. 115.63 lacs was provisioned in FY 2014-15 and remaining Rs.36.89 lacs in current financial year.

The Company has not recognized accrued interest keeping in view uncertainty involvedin the matter of realization of interest due to litigation. This is also in conformitywith the AS-9 issued by ICAI. Also refer note: 10 & 13 of Balance Sheet. [ReferEmphasis of Matter Para (a) of Independent Auditors' Report]

2. Regarding the matter of balance confirmations we are to inform that the company hassent balance confirmation letter to all parties requesting them to confirm the balanceswithin 15 days of the receipt of the letter failing which the balance will be presumed tobe correct. The company has no other means of confirming the balances for which noresponse has been received except presuming them to be correct as per terms of letter.[Refer Emphasis of Matter Para (b) of Independent Auditors' Report]

3. Regarding accounting of certain income and expenditure that has been accounted foras and when incurred ascertained or settled we are to inform that the same has beenaccounted for as per disclosures made in Note 1 Significant Accounting Policy Point I(b)being followed consistently. [Refer Emphasis of Matter Para (c) of Independent Auditors'Report]

4. Regarding selection of Company for disinvestment by Cabinet Committee onDisinvestment Government of Punjab in 2003 we are to inform that till date the companyhas not received any final decision in respect of mode of Disinvestment during FY 2015-16.[Refer Emphasis of Matter Para (d) of Independent Auditors' Report]

5. Regarding the excise and custom duty demand of Rs. 30.20 lacs which is disputedwith Deputy Commissioner of Customs Excise and Custom Department New Delhi we are toinform that the company has submitted the reply/ necessary documents but no furthercommunication has been received till date. [Refer Point 7(b)(1) Report on other legal andregulatory requirements in the Annexure A to Independent Auditors' Report]

6. Regarding Sales Tax demand including interest aggregating to Rs. 14.85 lacs (net ofpre deposit) which is disputed we are to inform that the company has filed an appeal andthe same is pending at the office of Sales Tax Appellate Tribunal Andhra Pradesh. [ReferPoint 7(b)(2) Report on other legal and regulatory requirements in the Annexure A toIndependent Auditors' Report]

7. Regarding Sales Tax demand including interest aggregating to Rs. 16.77 lacs whichis disputed we are to inform that the company has filed an appeal and the same is pendingat the office of Ld. Senior Joint Commissioner Salt Lake Taxation Appellate OfficeKolkata West Bengal. [Refer Point 7(b)(3) Report on other legal and regulatoryrequirements in the Annexure A to Independent Auditors' Report]

8. As regards Sales Tax demand including interest aggregating to Rs. 12.47 lacs (net ofpre deposit) which is disputed we are to inform that the company has filed an appeal andthe same is pending at the office of Ld. Senior Joint Commissioner Salt Lake TaxationAppellate Office Kolkata West Bengal. [Refer Point 7(b)(3) Report on other legal andregulatory requirements in the Annexure A to Independent Auditors' Report]

Management's reply to Secretarial Auditors' Report

Secretarial Auditors have reported that the Company is not complying with the desiredratio of Independent Directors in their report for the financial year 2015-2016. Effortsto comply with the desired ratio were made and are being made and the company is hoping ofcomplying with the same shortly. They have also reported that an Independent Director hasbeen made to retire by rotation which otherwise was not required to retire by rotation. Inthis regard it is to inform that as the Independent Director was reappointed and thuscontinued to be Independent Director the non compliance gets rectified.

They have also reported that the Nomination and Remuneration Committee is notconstituted as per the provisions of Section 178 of the Companies Act 2013 as anExecutive Director cannot be a member of Nomination and Remuneration Committee. In thisregard the same stands corrected in the 186th Board Meeting of the Company held on 27thMay 2016.

Particulars of Loans and Guarantees under Section 186 of the Companies Act 2013

The particulars with respect to Loans and Guarantees under section 186 of the CompaniesAct 2013 : NIL.

Particulars of Related Party Transactions

Under Companies Act 2013: Puncom has not entered into any Related PartyTransaction as per the provisions of section 188(1) of the Companies Act 2013 during thefinancial year under report. The required form AOC-2 has been appended as Annexure 2 tothis report.

Under Listing Regulations: Puncom has not entered into any Related PartyTransaction in the form of providing Loans and advances in the nature of loans toSubsidiaries Associates or to firms/companies in which Directors are interested.Moreover Puncom has also not accepted any amount in the form of Loans and advances in thenature of loans from its Holding Company.

State of the company's affairs

During the year the company continued its efforts to improve sales of its own productsi.e. Primary Drop/Insert Multiplexer as well as PLCC (Power Line Carrier Communicationequipment). The company is also looking for tie ups to enhance its product line. As partof the new initiatives company successfully entered into SPV solar power plant businessand also looking for opportunities emerging around digital networking.

Further due to aggressive marketing tie-ups the company achieved a healthy turnover ofapprox. Rs. 2182.74 lacs in financial year 2015-16 besides income of Rs. 929.70 lacs fromother activities.

The book value of share held by you is around Rs. 69.56 per share and the Reservesstood at approx. Rs. 7159.01 lacs. The Company has invested an amount of Rs. 1.81 croresduring the year in acquiring fixed assets. Puncom offered value-added products andservices to the customers on the basis of strategic and effective use of technology aidedby aggressive market and product initiatives.

Corporate Plan/ Market Scenario of our product

Puncom has made substantial efforts to successfully increase the market share of itsPLCC product in last 2 years. After re-engineering its V-Mux product and making itsuitable for power sector telecom network Puncom has been successful in introducing itsV-Mux in PGCIL by winning the tender for this product for execution of project in J&KState. Efforts are being made to keep up the market share of V-Mux in Railways.

Puncom is executing some prestigious OFC and PLCC turnkey projects for railways andpower sector. Puncom has the strength of executing indoor OFC works. Since most of therailway tenders now are being floated by clubbing both indoor and outdoor OFC projectsPuncom is making efforts to strengthen its resources for executing such works. This wouldhelp Puncom in improving its market share in Railways besides the sales turnover. Thoughthere is lot of stiff competition in power plant market in power sector Puncom is makingefforts to get orders for the same.

To further increase the market share of its products in railway and power sectornetworks Puncom is offering its products to other equipment installers for executingtheir turnkey projects. This helps in improving sales turnover and also increase in Puncommake equipment in these networks.

Puncom has also undertaken annual maintenance/repair contracts for PLCC V-Mux andPower Plants from various customers. Undertaking such value added services not onlycontribute towards sales turnover but also helps in strengthening the performance ofPuncom equipment in various networks of Railways power utility sector etc.

With lot of emphasis on the "Make in India" policy of Govt. of India Puncomis making continuous efforts to add new products to increase its product mix by way oftie-ups with other companies and through in house re-engineering of existing products/newdevelopments. Puncom is also looking for opportunities to provide services through tie-upwith other companies involving installation erection and commissioning work.

Telecom Scenario in India and Puncom's approach

India has seen an exponential growth of telecom network in India for several years nowleading to an increase in subscriber density to an impressive 80% and a sizeable broadbandpenetration. Liberal government policies and fierce competition between operators haveensured that India received latest and best equipments and technologies from largestequipment MNCs at lowest prices. Unfortunately this technology upgrade by-passed Indiantelecom manufacturers as majority of the equipment was simply imported fully finishedinto India. Government of India has now become sensitive to the huge current accountdeficit caused by unbridled import of MNC equipment and is creating policy frame workincluding preference for increased domestic manufacturing in telecom and IT. Driven bythese imperatives and by the gradual maturing of industry domestic manufacturing by MNCsdirectly or in tie ups is likely to increase with increased localization and IP content.

Fortunately large scale upgrade of main telecom network and IT in general is alsochanging the work environment and catalysing other segments like power railways defencegovernment security education etc to upgrade their networks and work processes and aregenerating new business opportunities. New areas of network and information securityrenewable energy green and clean technologies information access and automation etc arebecoming increasingly important and are emerging as new growth segments. Apart from thisdefence with its unique domestic focus remains a major potential growth segment.

Historically Puncom has been deriving its revenue mainly from Power Railway and BSNLsegments. Unfolding telecom and industrial scenario however foresees increased role of newrevenue streams from emerging growth segments. Puncom is monitoring these emerging trendsand is on look out for appropriate opportunities for itself for sustenance and growth andpreparing itself to meet the emerging challenges in the changing environment.

Reserves

Due to losses in the current year no amount was carried over to Reserves and Surplus.Instead the reserves have been utilized to the extent of Rs. 1047.58 lacs.

Dividend

Due to losses in the current year the Board of Directors of your Company have notrecommended any dividend for the Financial Year 2015-16.

Material changes and Commitments after the close of the financial year

The particulars with respect to Material changes and commitments affecting thefinancial position of the company which have occurred between the end of the financialyear i.e. 31st March 2016 till the date of this report i.e. 12 August 2016 under Section134(3)(l) of the Companies Act 2013 are: NIL.

Conservation of energy technology absorption and Foreign Exchange Earnings and Outgo:a) Conservation of Energy

i) Steps taken & impact on conservation of energy: Steps taken:

We have continued with the practice of switching off the supply to the areas where thelights are not required or where the production work is not taking place.

Impact:

The consumption has reduced due to the above measures taken.

ii) Steps taken for utilizing alternate sources of energy:

The system is in place for alternate sources of energy.

iii) Capital investment on energy conservation equipments : NIL

b) Technology Absorption

i) Efforts made towards technology absorption:

Desired efforts are made from time to time towards technology absorption adoption andinnovation.

ii) Benefits derived:

Company shall be able to achieve significant cost reduction and improvement in theproduct and generate new markets; and as a result shall be able to strengthen its positionin its market segments.

iii) Technology imported (during the last three years) :
Details of technology imported : NIL
Year of Import : N/A
Whether the technology has been fully absorbed : NIL
If not absorbed areas where absorption has not taken place and reasons thereof : N/A

iv) Expenditure incurred on Research and Development

(` in lacs)

Current Year Previous Year
Capital NIL NIL
Recurring NIL NIL
Total R&D expenditure as a %age of total turnover NIL NIL

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the Financial year 2015-2016 in terms ofactual inflows and actual outflows is given as follows :

(` in lacs)

Current Year Previous Year
EARNINGS
F.O.B. value of Export NIL NIL
OUTGO
i) CIF value of import of raw material 125.63 168.67
ii) Components & Spares 0.00 1.94
iii) Capital goods 170.59 0.00
iv) Repair & Maintenance (P&M) Imports 0.26 0.33
v) Foreign travel & others NIL NIL

Risk Management Policy

The Risk Management structure conforms to the requirements of Regulation 21 of ListingRegulations. An integrated risk management system identifies monitors and managesPuncom's risks. The Audit Committee of the Board provides the overall policy guidelines.The requirement of establishing Risk Management Committee is not applicable to ourcompany. Hence the committee was dissolved by the Board of Directors in their 186thMeeting held on 27th May 2016. However the Risk Management Policy is still in place andwas amended to incorporate the provisions of SEBI Listing Regulations. Periodic reviews ofPuncom's Risk Management Policy are conducted and the Board monitors and manages Puncom'srisk management through quarterly risk reports to achieve above objectives.

Corporate Social Responsibility

As the Company is not covered under the provisions of section 135 of the Companies Act2013 hence the Company has not formed any Corporate Social Responsibility Committee tocarry on CSR programs and activities.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of ListingRegulations and subsequent government notification G.S.R. 463 (E) dated 5th June 2015however there is a system in place for evaluation of performance of the Board itscommittees and individual directors.

The performance of all the directors except Independent Directors was evaluated by theNomination and Remuneration Committee in their 1st Meeting held on 30th March 2016 andthe performance of Independent Directors was evaluated by the entire Board (except by theDirector being evaluated) in their 186th Meeting held on 27th May 2016.

Moreover the Nomination and Remuneration Committee decided upon the exemption providedto Government Companies and decided to undertake evaluation of performance of members ofSenior Management in their next meeting.

Change in the nature of business

During the year 2015-2016 there was no significant change in the nature of Business ofthe Company. The company only expanded its operations as per the amended Objects Clause ofthe Memorandum of Association of the Company.

Directors and Key Managerial Personnel

Following changes in the constitution of Board of Directors and Key ManagerialPersonnel took place during the period under review upto 12 August 2016.

Sh. Anirudh Tewari IAS has been appointed as Additional Director in the Capacity ofChairman vide Resolution by Circulation dated 13 May 2015 in the place of Sh. D.P. ReddyIAS w.e.f. 13 May 2015 on the Board of Puncom as per the Order of Govt. of Punjab videOrder No. 6/1/2015-IAS(3)/1146 dated 11 May 2015 and further nominated by PunjabInformation and Communication Technology Corporation Ltd. vide their letter No.PICTC/SECTL/576 dated 13th May 2015 appointing Sh. Anirudh Tewari IAS as AdditionalDirector in the Capacity of Chairman vide Resolution by

Circulation dated 13th May 2015 in the place of Sh. D.P. Reddy IAS w.e.f. 13 May2015. Further the appointment of Sh. Anirudh Tewari IAS as Director in the capacity ofChairperson of the Company was regularized in the 34th AGM of the Company held on 29thSeptember 2015.

CA. R.K. Nangia resigned from the Board of Puncom w.e.f. 2 July 2015 owing towithdrawal of nomination by the holding company i.e. Punjab Infotech.

Sh. Asish K Bhattacharyya resigned from the Board of Puncom w.e.f. 21 September 2015owing to his academic commitments and professionally busy schedule.

Sh. R.K. Chaudhuri resigned from the board of Puncom w.e.f. 15th June 2016 owing towithdrawal of nomination by the holding company i.e. Punjab Infotech.

Further Smt. Shruti Singh IAS has been appointed as Additional Director in thecapacity of Sr. Vice Chairperson w.e.f. 9th August 2016. Punjab Information andCommunication Technology Corporation Ltd. vide their letter No. PICT/SECTL/2043 dated 9thAugust 2016 appointed Smt. Shruti Singh IAS as Sr. Vice Chairperson-cum-Director.Further Puncom vide Resolution by Circulation dated 11th August 2016 formalized theabove said appointment as Additional Director in the capacity of Sr. Vice Chairperson ofPuncom.

Details of Puncom's Subsidiaries

Companies which have become or ceased to be its Subsidiaries joint ventures orassociate companies during the financial year : NIL

Details of present Subsidiaries: Puncom has no material subsidiary. However theCompany has two subsidiaries namely M/s PCL Telecom Limited and M/s Punjab DigitalIndustrial Systems Limited and these subsidiaries have been ordered by the Hon'ble Punjaband Haryana High Court to be wound up on 20th October 2005 and 20th February 2009respectively. All the formalities in this regard for both the companies have beencompleted. The Hon'ble Court is yet to issue the dissolution order for them.

Deposits

The particulars with respect to Deposits under Section 73 of the Companies Act 2013are: NIL.

Details of significant and material orders passed

During the financial year under report following significant order(s) was/were passedby Courts Tribunals affecting the going concern status and operations in future of thecompany:

In the matter of Punjab Communications Limited v/s State of UP an application underOrder 9 Rule 13 of the Civil Procedure Code was filed by the State of UP for setting asidethe order being ex-party which was decided in favour of Puncom in all the Courts viz.Lower Court and High Court. However an appeal was filed by the State of UP before theHon'ble Supreme Court of India where the decision of Punjab and Haryana High Court wasreversed. The Company then filed a Review Petition in the Supreme Court which was againdecided against the company on 21st April 2015. The Company then filed a CurativePetition in the Supreme Court which was also decided against the company on 2nd September2015.

Presently the company has filed a suit at Lower Court Chandigarh against the State ofUP through Special Secretary. The Company then filed an execution against the UPCooperative Spinning Mills Federation Limited to Lucknow Court on 30th January 2016. TheCompany then filed claim against the UP Cooperative Spinning Mills Federation Limited tothe Official liquidator on 23rd May 2016.

Disclosures relating to Remuneration of Directors and KMP:

A. Disclosure under Rule 5(1) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:

a) Ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year:

S. No. Name of the Director Median Remuneration Ratio
1. Sh. Vikas Pratap IAS 833482 NIL
2. Er. A.K. Pathak 833482 3.79

b) Percentage increase in remuneration of each director Chief Financial Officer ChiefExecutive Officer Company Secretary or Manager if any in the financial year:

S. No. Name of Director/CFO/CEO/CS Designation Percentage increase
1. Er. A.K. Pathak Whole-Time Director 5.66%
2. Sh. Jagdeep Singh Bhatia CFO 5.69%
3. Sh. Madhur Bain Singh CS 4.83%

 

c) Percentage increase in the median remuneration of employees in the financial year 5.54%
d) Number of permanent employees on rolls of the Company 230
e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration : NIL
f) affirmation that the remuneration is as per the remuneration policy of the company : Yes

B. Disclosure under Rule 5(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 & Companies (Particulars of Employees) Rules 1975

The list of the top ten employees in terms of remuneration drawn is as follows:

Name Desig- nation Remune- ration received (approx.) (in lacs) Nature of employment (whether contractual/ otherwise) Qualifications and Experience Date of commence- ment of employ- ment Comp- leted Age (in yrs) Last employ ment held Percent age of equity shares held Whether relative of any director or manager (if so name of such director / manager)
1 Sh. A.K. Pathak DVP 26.46 Regular BE & MTech; Over 37 yrs 06.09.91 59y UPTRON Nil He himself is an Executive Director
2 Sh. Jagdeep Singh Bhatia DVP 25.26 Regular BCOM ICWAI; Over 33 yrs 01.07.88 51y CDIL Nil No
3 Sh. Jasmeet Singh Ghuman DVP 25.03 Regular MBA and BE; Over 27 yrs 21.01.91 49y Hindustan Lever & Godrej Nil No
4 Sh. Rupinder S Mainee AVP 20.96 Regular BSc & MBA; Over 30 yrs 09.03.89 50y Delta Hamlin Ltd. Nil No
5 Ms. Namita Sharma GM 18.66 Regular BE; Over 22 yrs 17.11.93 44y Nil Nil No
6 Sh. B.C. Chowdhary GM 17.71 Regular BA LLB; Over 35 yrs 30.09.92 59y Punjab Electro- Optics Systems Ltd. Nil No
7 Ms. Raminder Kaur Addl. GM 16.11 Regular BE(Electronics) and PGDOM Over 22 yrs 08.07.93 43y Nil Nil No
8 Sh. Sanjay Garg DGM 14.85 Regular MSc(Physics); Over 26 yrs 23.09.91 50y 'The Oriental Apparatus Workshops'. Nil No
9 Ms. Amardeep Kaur DGM 14.87 Regular BE(Electronics); Over 22 yrs 05.10.93 46y Nil Nil No
10 Sh. Raman Kumar Sharma AGM 13.71 Regular BE(CS) & MBA (Marketing); Over 19 yrs 02.09.96 41y Nil Nil No

 

Name(s) of every employee who have been paid annual remuneration of Rs. 10200000/- or above and a monthly remuneration of Rs. 850000/- and above in case the employee worked for less than a year : NIL

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and analysis Report for the year under review as stipulatedunder the Listing Agreement with the Stock Exchange(s) and Regulation 34(2)(e) of ListingRegulations is appended as Annexure 3 and is an integral part of this report.

Corporate Governance Report

The Corporate Governance Report for the year under review as stipulated under theListing Agreement with the Stock Exchange(s) and Schedule V of Listing Regulations isappended as Annexure 4 and is an integral part of this report.

Secretarial Audit Report

During the year Secretarial Audit was carried out by M/s. S. K. Sikka &Associates Company Secretaries the Secretarial Auditors of the Company for the financialyear 2015-16. The detailed report on the Secretarial Audit is appended as Annexure 5 tothis Report. The Secretarial Auditors have also carried out an independent assessment ofthe compliance of Corporate Governance Code by the Company.

Sexual Harassment of Women at Workplace: Internal Committee

In compliance with the provisions of Section 21 read with Rule 14 of the SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013('Act') and Rules made thereunder the Company has constituted Internal ComplaintsCommittee (ICC). During the year 1 complaint with allegations of sexual harassment wasfiled with the Company and the same on being investigated was found to be fake and casewas closed after the enquiry. Moreover 2 workshops or awareness programme against sexualharassment were carried out during the financial year under report.

Cautionary Statement

Certain statements in the Boards' Report describing the Company's objectivesprojections estimates expectations or predictions may be forward-looking statementswithin the meaning of applicable laws rules and regulations. Actual results might differfrom those express or implied.

Important factors that could make a difference to the Company's operations includelabour and material availability and prices cyclical demand and pricing in the Company'sprincipal markets changes in government regulations tax regimes economic developmentwithin India and other incidental factors.

The Company is not under any obligation to publicly amend modify or revise any suchforward looking statements on the basis of any subsequent developments information orevents.

Acknowledgement

The Board places on record its gratitude to the BSNL Punjab Energy Development Agency(PEDA) Department of Railways Ministry of Defence VSNL MTNL PGCIL PSEB and otheresteemed customers in India and abroad. The Board also places on record its gratitude toIndusInd Bank & Allahabad Bank for their keen interest in the affairs of the companycontinuous help and co-operation for successful working of the Company. The Board alsoplaces on record its gratitude to the Punjab Information Communications and TechnologyCorporation Limited (PICTCL) the Holding Company for its guidance and support.

The Board also places on record its appreciation for continuous support and amicablerelations with various government authorities viz. MCA (ROC Chandigarh) Income TaxDepartment Sales Tax Department Excise and Customs Department Service Tax Department.

We are thankful for continuous support of our esteemed customers all through & alsocontinuous support of shareholders bankers and stakeholders including the businessassociates as they reposed undoubting faith in the Company.

The Board also places on record its appreciation for the dedication commitment andhard work of staff at all levels. The Board in particular acknowledges the co-operation ofesteemed shareholders for their constant support and for the confidence reposed in theManagement of the Company.

For and on behalf of the Board of Directors
Place : S.A.S. Nagar (ANIRUDH TEWARI)
Date : August 12 2016 CHAIRMAN