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Punjab Communications Ltd.

BSE: 500346 Sector: Telecom
NSE: PUNJCOMMU ISIN Code: INE609A01010
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VOLUME 3722
52-Week high 61.30
52-Week low 34.30
P/E
Mkt Cap.(Rs cr) 48
Buy Price 38.65
Buy Qty 51.00
Sell Price 40.25
Sell Qty 49.00
OPEN 40.70
CLOSE 39.00
VOLUME 3722
52-Week high 61.30
52-Week low 34.30
P/E
Mkt Cap.(Rs cr) 48
Buy Price 38.65
Buy Qty 51.00
Sell Price 40.25
Sell Qty 49.00

Punjab Communications Ltd. (PUNJCOMMU) - Director Report

Company director report

Your Board have pleasure in presenting the Thirty Sixth Annual Report of your Companytogether with the Audited

Statement of Accounts for the Financial Year ended on 31 March 2017 along withIndependent Auditors' Report thereon and Secretarial Audit Report for the financial yearunder report.

Financial Results (Rs In lacs)

Particulars 2016-17 2015-16
Gross Income 3953.86 3112.44
Total expenditure 4265.24 3956.39
Profit before tax (563.40) (1047.58)
Profit/Loss after tax (563.40) (1047.58)
Dividend Nil Nil
Paid up equity 1202.36 1202.36
Profit/Loss appropriated to General Reserve 0.00 0.00
Profit/Loss Account (1610.98) (1047.58)
Reserves (Including Capital Reserves) 6595.52 7159.01
Net fixed assets 566.39 566.23
Capital employed 8013.44 8565.17
Earning/Loss per share (in Rs) (4.69) (8.71)
Cash earning/loss per share (in Rs) (4.00) (8.10)
Book value per share (in Rs) 64.88 69.56

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 as prescribed under the provisions of Companies Act 2013 SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (herein after referred to as"Listing Regulations") 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 the annual accounts for the financial year ended 31March 2017 the applicable Accounting Standards have been followed along with properexplanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are 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 and 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 ended31 March 2017 on a going concern basis; and

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 Policy in accordance with Section 178(2)of the Companies Act 2013 and Regulation 17(10) of Listing Regulations are mentioned inthe Corporate Governance Report annexed herewith.

Explanations or comments by the Board on qualification(s) reservation(s) or adverseremark(s)

Management's Reply to Statutory Auditors Remarks / Emphasis of Matters :

There are no qualification / reservation / adverse remarks made by the StatutoryAuditors. However there are Emphasis of Matters which are hereby explained by the Boardas follows :-

M/s Grewal & Singh Chartered Accountants was appointed as StatutoryAuditors of the Company for the financial year 2016-17. Notes to accounts forming part ofAnnual Accounts are self- explanatory and exhaustive to the remarks of Auditors in theirreport dated 19 May 2017.

1. Regarding the investment of Rs.698.74 Lacs (Face value Rs. 700 lacs) in the Bonds ofUP 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 of Rs 293.44lacs.) The suit had been decided ex-parte in favour of the company on 31.01.2004. Incompliance of the orders of the Hon'ble Punjab and Haryana High Court Chandigarh the U.PState Government (Guarantor) had deposited Rs.735.63 lacs and a Govt. guarantee ofequivalent amount in the Civil Court Lucknow. Further an amount of Rs. 735.63 lacsdeposited with the Executing Court was released to the Company (decree holder) on24.04.2006 against furnishing bank guarantee of the equivalent amount.

However on 19.01.2015 the Hon'ble Supreme Court of India had decided against theex-parte decree earlier made in favor of the company and directed the Civil Court Lucknow(Executing / Trial Court) to refund the amount to UP State Government. The execution ofthe said order is pending at District Court Lucknow. In view of the Hon'ble Supreme Courtof India's Decision the company has accounted for the same and liability of Rs. 735.63lacs has been reflected under Note-8. Above mentioned Bank Guarantee of Rs. 735.63 lacscan be invoked by the Court anytime. Since the decree was issued against UPCSMFL and Stateof UP and Hon'ble Supreme Court of India has considered that the State of UP was Ex-parte.Pursuant to the Hon'ble Supreme Court of India's order the company has filed theexecution of earlier decree issued in favour of Puncom against the UPCSMFL on 30.01.2016and also filed a fresh suit against the State of UP through Special Secretary IndustrialDevelopment on 11.03.2016.

On the other hand the Bombay High Court had passed (March 2006) an order forliquidation of UP Cooperative Spinning Mills Federation Limited (UPCSMFL) and the officialliquidator has been appointed (August 2006) i.e. Liquidation of the unit is pending. Thecompany has also filed the claim with the official liquidator of UPCSMFL on 23.05.2016.However the Company has not made any provisioning for permanent diminution in the value ofInvestment as the Investment in bonds is fully guaranteed by the UP State Government.

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: 812 & 15 of financial statements.[Refer Matter of Emphasis Para (a) of Independent Auditors' Report]

2. Regarding the matter of balance confirmations the company has sent balanceconfirmation letter to all parties requesting them to confirm the balances within 15 daysof the receipt of the letter failing which the balance will be presumed to be correct.The company has no other means of confirming the balances for which no response has beenreceived except presuming them to be correct as per terms of letter. [Refer Matter ofEmphasis Para (b) of Independent Auditor's Report]

1. 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 of Significant Accounting Policy at PointI(b) and the same are being followed consistently. [Refer Emphasis of Matter Para (c) ofIndependent Auditors' Report]

2. 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 2016-17[refer Matter of Emphasis Para (d) of Independent Auditor's Report]

Management's reply to Secretarial Auditors' Report

There are no qualification / reservation / adverse remarks made by the SecretarialAuditor M/s A. Arora & Company (Practicing Company Secretaries) in their report. TheSecretarial Audit Report is also enclosed herewith as MR 3 which is self explanatory andthus need no comments.

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 2to this 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 there is a marked improvement in the performance of company in termsof sales and productivity. Sales of all the main products viz PLCC V-Mux and Power Planthave gone up due to aggressive marketing strategies. The company is looking for tie upswith other companies and technologies to improve its product line. The company hassuccessfully introduced its MUX equipment after making suitable technical changes in thepower sector. Company is also taking new initiatives and formulating new strategies toaggressively make further inroads in the solar business.

With remarkable and aggressive marketing strategies clubbed with excellent planning andproduction Puncom has been able to achieve a healthy turnover of Rs. 3047.92 lakhs infinancial year 2016-2017 besides income of Rs. 905.94 lakhs from other activities.

Corporate Plan/ Market Scenario of our product

Puncom has made substantial efforts to successfully increase the market share of itsPLCC products in last year. Puncom has successfully introduced its V-Mux in PGCIL and theproject is under execution in J&K state. Efforts are being made to bid for SDH &PDH tenders from power sector by tie-up with established SDH manufacturers as well as tokeep up the market share of V-Mux in Railways.

Puncom is executing some prestigious OFC and PLCC turnkey projects for railways andpower sector. Puncom already has the strength to execute indoor OFC works. However sincemost of the railway tenders now are being floated by clubbing both indoor and outdoor OFCworks Puncom is making efforts to strengthen its resources for executing such works aswell. This would help Puncom in improving its market share in Railways besides the salesturnover. Though there is stiff competition in power plant market in power sector Puncomis making efforts to get orders for the same. In last year Puncom received good ordersfrom railways for power plants also.

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 onlycontributes towards sales turnover but also helps in strengthening the performance ofPuncom equipment in various networks of Railways power 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 andnew developments. Puncom is also looking for opportunities to provide services throughtie-up with 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 intellectualproperty 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. 563.40 lacs.

Dividend

Due to losses in the current year the Board of Directors of your Company have notrecommended any dividend for the Financial Year 2016-17.

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. 31 March 2017 till the date of this report i.e. 17 August 2017 underSection 134(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 forutilizing alternate sources of energy: The system is in place for alternate sources ofenergy. iii) Capital investment on energy conservation equipments : NIL

b) Technology Absorption i) Efforts made towards technology absorption:

Efforts are made from time to time towards technology absorption adoption andinnovation.

ii) Benefits derived:

Company is able to achieve significant cost reduction and improvement in the productsand generate new markets; and as a result is able to strengthen its position in its marketsegments

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

(Rs 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 2016-2017 in terms ofactual inflows and actual outflows is given as follows:

(Rs in lacs)

Current Year Previous Year
EARNINGS
F.O.B. value of Export NIL NIL
OUTGO
i) CIF value of import of raw material 257.06 125.63
ii) Components & Spares 0.36 0.00
iii) Capital goods 0.00 170.59
iv) Repair & Maintenance (P&M) Imports 2.99 0.26
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 186 Meetingheld on 27 May 2016. However the Risk Management Policy is still in place and wasamended to incorporate the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (LODR).

Corporate Social Responsibility

As per the provisions of section 135 of the Companies Act 2013 every company havingnet worth of Rupees Five Hundred crore or more or turnover of Rupees One Thousand crore ormore or a net profit of Rupees Five crore or more during any financial year is required tospend in every financial year at least 2% of the average net profits made during the threeimmediate preceding financial years on CSR activities. We would like to inform you that asper applicable provisions of Companies Act 2013 there is average net loss andaccordingly CSR provisions were not applicable during the year under review.

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 5 June 2015 theBoard evaluation procedure is not applicable on us (exempted to Govt. Cos.) however thereis a system in place for evaluation of performance of the Board its committees andindividual directors.

The performance of all the directors except Independent Directors was evaluated by theNomination and Remuneration Committee in their 2 Meeting held on 20 March 2017 and theperformance of Independent Directors was evaluated by the entire Board (except by theDirector being evaluated) in their 190 Meeting held on 19 May 2017.

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 2016-2017 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 17 August 2017.

Smt. Shruti Singh IAS has been appointed as Additional Director in the Capacity of Sr.Vice-Chairperson vide Resolution by Circulation dated 11 August 2016 in place of Sh. RajKamal Chaudhuri IAS w.e.f. 9 August 2016 on the Board of Puncom as nominated by PunjabInformation and Communication Technology Corporation Ltd. vide their letter No.PICT/SECTL/2043 dated 9 August 2016. Further the appointment of Smt. Shruti Singh IASas Director in the

capacity of Sr. Vice Chairperson of the Company was regularized in the 35 AGM of theCompany held on 21 September 2016.

Sh. A. K. Pathak Executive Director resigned from the Board of Puncom w.e.f.16.12.2016owing to his retirement on 30.11.2016 from service in Puncom.

Further Sh. D.P. Reddy IAS has been appointed as Additional Director w.e.f. 19 May2017. Punjab Information and Communication Technology Corporation Ltd. vide their letterNo. PICT/SECTL/1072 dated 14 June 2017 appointed Sh. D. P. Reddy IAS as Chairman.Further Puncom vide Resolution by Circulation dated 15 June 2017 formalized the abovesaid appointment as Chairman of Puncom.

Thereafter Sh. D.P. Reddy IAS has ceased to be the Additional Director / Chairman ofPuncom on 28.06.2017 as per Order of Govt. of Punjab vide Order No.6/1/2017-IAS(3)/1790dated 23.06.2017

Subsequent to that Sh. R. K. Verma IAS has been appointed as Additional Director inthe capacity of Chairman of our company w.e.f. 10 August 2017.

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 20 October 2005 and 20 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. However itis pertinent to point out that with the existence of National Company Law Tribunal (NCLT)/ National Company Law Appellate Tribunal (NCLAT) the winding up case has beentransferred from Hon'ble Punjab & Haryana High Court to NCLT / NCLAT.

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 no significant order(s) was/were passed byCourts Tribunals affecting the going concern status and operations in future of thecompany:

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 884182 NIL
2. Er. A.K. Pathak* 884182 4.15

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 6.58%
2. Sh. Jagdeep Singh Bhatia CFO 5.64%
3. Sh. Madhur Bain Singh CS 5.48%

* Sh. A.K. Pathak (Whole-Time Director) retired on 30.11.2016 and for the purpose ofcalculations under point (a) and (b) above the remuneration has been annualized. c)Percentage increase in the median remuneration of employees in the financial year: 6.08%d) Number of permanent employees on rolls of the Company as on 31/03/2017 : 226 e)Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration : NILf) 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:

Sr. No. 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. Jagdeep Singh Bhatia DVP 27.66 Regular BCOM ICWAI; Over 33 yrs 01.07.88 52y CDIL Nil No
2 Sh. Jasmeet Singh Ghuman DVP 27.54 Regular MBA and BE; Over 27 yrs 21.01.91 50y Hindustan Lever & Godrej Nil No
3 Sh. Rupinder S Mainee AVP 24.48 Regular BSc & MBA; Over 30 yrs 09.03.89 51y Delta Hamlin Ltd. Nil No
4 Sh. A.K. Pathak DVP 22.07* Regular BE & M.Tech; Over 37 yrs BE; 06.09.91 60y UPTRON Nil He himself is an Executive Director
5 Ms. Namita Sharma GM 19.72 Regular Over 22 yrs 17.11.93 45y Nil Nil No
6 Ms. Raminder Kaur Addl. GM 18.55 Regular BE(Electronics) and PGDOM Over 22 yrs 08.07.93 44y Nil Nil No
7 Sh. Sanjay Garg DGM 15.95 Regular MSc(Physics); Over 26 yrs 23.09.91 51y 'The Oriental Apparatus Workshops' Nil No
8 Sh. Raman Kumar Sharma AGM 15.79 Regular BE(CS) & MBA (Marketing); Over 19 yrs 02.09.96 42y Nil Nil No
9 Ms. Amardeep Kaur DGM 15.70 Regular BE(Electronics); Over 22 yrs 05.10.93 47y Nil Nil No
10 Sh. B.C. Chowdhary GM 15.29** Regular BA LLB; Over 35 yrs 30.09.92 60y Punjab Electro- Optics Systems Ltd. Nil No

*Salary of Sh. A.K. Pathak is calculated up to date of his retirement i.e 30.11.2016**Salary of Sh. B.C. Chowdhary is calculated up to date of his retirement i.e 31.12.2016

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 employeeworked 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

The Board pursuant to the provision of Section 204 of the Companies Act 2013 read withrule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 has appointed M/s. A. Arora & Company Practising Company Secretaries havingMembership No.2191 to conduct Secretarial Audit for the financial year 2016-17.

.

M/s. A. Arora & Company Practising Company Secretaries have carried out theSecretarial Audit for the financial year ended March 31 2017 and their Secretarial AuditReport in Form No. MR-3 is annexed herewith this report as Annexure 5 and formspart of the report. The report is self explanatory and requires no comments.

.

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 ComplaintsCommittees (ICC). During the year 1 complaint with allegations of sexual harassment wasfiled with the Company and as the comments were not of direct nature and the case wasdisposed off with warnings and some procedural changes.

The Board discussed the matter in its 190 Meeting held on 19 May 2017 and it wasdecided to include with immediate effect Ms. Neena Singh running a NGO and an IndependentDirector on the Board as External Member of the Internal Committee under Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Thisreconstituted Committee re-examined the aforesaid case and has given its recommendationsto the Competent Authority. After re-examination the findings of the committee weresimilar to the earlier one.

As a routine one workshop or awareness programme against sexual harassment werecarried 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 expressed or implied.

Important factors that could make a difference to the Company's operations includelabour and material availability prices cyclical demand and pricing in the Company'sprincipal markets changes in government regulations tax regimes economic developmentwithin India and other incidental factors. Further the Disinvestment/Sale of Assetsprocess of the Company is also a major factor that could make a difference to theviability of the Company or Company's operations.

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 various State Transmission CorporationsDepartment of Railways PGCIL and other esteemed customers in India and abroad. The Boardalso places on record its gratitude to IndusInd Bank & Allahabad Bank for their keeninterest in the affairs of the company continuous help and co-operation for successfulworking of the Company. The Board also places on record its gratitude to the PunjabInformation Communications and Technology Corporation Limited (PICTCL) the HoldingCompany 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 DepartmentPF & Labour Department etc.

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 Divisional Heads and staff at all levels. The Board in particularacknowledges the co-operation of esteemed shareholders for their constant support and forthe confidence reposed in the Management of the Company.

Place : S.A.S. Nagar For and on behalf of the Board of Directors
Date : August 17 2017 (R.K. VERMA) IAS
List of Annexures to the Boards' Report CHAIRMAN

2) AOC 2

3) Corporate Governance Report

4) Management Discussion and Analysis Report

5) Secretarial Audit Report

6) Auditors' Certificate on Corporate Governance