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GTL Infrastructure Ltd.

BSE: 532775 Sector: Telecom
NSE: GTLINFRA ISIN Code: INE221H01019
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VOLUME 676844
52-Week high 1.20
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Buy Price 0.23
Buy Qty 54309.00
Sell Price 0.24
Sell Qty 258688.00

GTL Infrastructure Ltd. (GTLINFRA) - Director Report

Company director report

To

The Members

Your Directors are pleased to present their Sixteenth Annual Reporttogether with the Audited Financial Statements for the year ended March 31 2019.

1. STATE OF COMPANY'S AFFAIRS

Financial Highlights:

र in Lakhs

Particulars FY 2018-19 FY 2017-18
Revenue from Operations 150021 233333
Other Income 1197 18251
Total Revenue 151218 251584
Profit / (Loss) before Depreciation & Amortization Expenses Finance Costs Exceptional Item & Tax 19549 89687
Less: Depreciation & Amortization Expenses 62355 79992
Profit / (Loss) before Finance Costs Exceptional Item & Tax (42806) 9695
Less: Finance Costs 53433 56974
Profit / (Loss) before Exceptional Items & Tax (96239) (47279)
Less: Exceptional Items [Impairment of Assets] 57701 142016
Profit / (Loss) before Tax (153940) (189295)
Less: Tax Expenses - -
Profit / (Loss) (153940) (189295)
Other Comprehensive Income (60) 69
Total Comprehensive Income (154000) (189226)

Figures regrouped / reclassified wherever necessary to make themcomparable.

Results of Operations

Key Highlights of the Company for the financial year ended March 312019 are as under:

Total Revenue from Operations for current financial year stands at र150021 Lakhs as against र 233333 Lakhs for the previous financial year.

Normalized EBITDA for current financial year stands at र 24811 asagainst र 105963 Lakhs for the previous financial year.

Telecom Sector Developments and its impact

The Company has from time to time informed all concerned stakeholdersabout various developments in the Indian Telecom Sector from 2010-11 which were beyondthe control of the Company and its management. As stated in our earlier communicationsanxiety and negative sentiments in the telecom sector during this decade due to financialstress contentious recoveries from telecom operators aggressive pricing strategy of newoperator investigations related to previous spectrum allocations etc. led to theunprecedented shutting down of some of the major wireless operators such as TataTeleservices

Reliance Communications Aircel Shyam Sistema Telenor S-TelEtisalat DB Telecom and Loop / BPL. The past 18-24 months also witnessed forcedconsolidation amongst some of the existing telecom operators the most relevant of whichwas the merger of Vodafone and Idea Cellular. Sustained pressures on the ARPU also forcedthe remaining telecom operators to undertake major cost rationalization exercises.

All of these factors have had a material adverse effect on the Companyand its future business prospects. The table below clearly highlights the impact oftenancy loss the Company faced over the last 8-9 years despite having long term bindingcontracts with the telecom operators:

Sr. Event Tenancy Loss Month / Year Comments
1. Cancellation of 2G licenses 6000 February 2012 Supreme Court Judgement on cancellation of 122 2G telecom licenses
2. Aircel default of ROFR commitment 15200 May 2014 Legal and financial issues
3. Slower 3G/BWA growth

4750

Since FY 2012 Industry slowdown following the Supreme Court verdict
4. Operator scale back due to auction 3500
5. Aircel filing of bankruptcy 23726 February 2018 Unsustainable business due to competition
6. RCom shutdown of wireless business 1386 November 2017
7. TATA exit from wireless business 2137 October 2017
8. Merger of Vodafone - Idea 3150 March 2017 Forced industry consolidation due to competition
9. Consolidation: Airtel-Telenor 942 March 2017
Aggregate tenancy loss between 2012 and 2018 60791

Thus the total customer base of the Company which stood at 18 telecomoperators got reduced to only 5 resulting in over

80% fall in the EBITDA of the Company. The Aircel Group alonecontributed over 45% of the total revenue of the Company. The aforesaid developments whichwere entirely beyond the control of the Company were akin to "force majeure"events.

Since the start of Strategic Debt Restructuring (SDR) Process theCompany lost around 31000+ tenancies purely due to the aforementioned externalcircumstances. Thus from high of 51587 tenancies in FY 2018 it fell down to 24104 inFY 2019.

Resultantly normalized EBITDA of the Company also fell from anannualized run-rate of र 123840 Lakhs during SDR to a low of र 24811 Lakhs in FY 2019.Additionally BSNL where the Company supports around 2700 + tenants is currently facingsteep financial challenges. As on June 30 2019 the amount claimed and outstanding ismore than र 9000 Lakhs. Despite above the Company continues its efforts towardsrecovering its contractual claims of approx. र 1400000 Lakhs from its customers who haveeither closed down their business or have got merged with other Telecom operators or evenexited their tenancies much ahead of their respective contract terms. Incidentally theCompany has been left with significant costs related to the maintaining operations ofaround 14000 non-occupied towers which have been created due to unfortunate abandonmentby the said telecom operators. Despite these the Company had continued to service itsRupee Term Loan obligation in accordance with the Strategic Debt Restructuring (SDR) termstill August 2018. However considering the reduced cash flows the Company has toprudently accord priority towards payment of critical operational expenditures such asdiesel EB O&M security wages vendors statutory payments including taxes toenable the Company to continue to maintain its contracted network uptime on its occupiedtowers thereby reducing the potential penalties from its customers and also site exits.

Whilst the Company is engaged with its lenders for right sizing itsdebts to sustainable level the Company is also working rigorously towards optimizing itsoperations cost and retaining / adding to its tenants with a customer-focused approach.

Thus the Company believes that once the telecom sector moves towardsstabilization financially strong operators constituting more than 90% of theCompany's tenants / revenue expected recovery against claim from operators expectedrealignment of debt by lenders in accordance with cash flows will lead to stabilizationand revival of the Company in future.

Going Concern

In view of recent judgment of the Hon'ble Supreme Court datedApril 2 2019 declaring the Revised Framework circular dated February 12 2018 issued bythe Reserve Bank of India as ultra vires and consequently all actions taken under RevisedFramework Circular including actions by which proceeding were filed under Insolvency andBankruptcy Code been held to be ‘non-est' and the aforementioned factors theCompany continues to prepare the financial statements on a going concern basis.

Invocation of pledge of Promoter shareholding in the Company

The Promoter GTL Limited's (GTL) shareholding in the Company was2046505865 equity shares of र 10 each constituting 16.61% holding in total paid upshare capital of the Company. While honoring its obligations under Corporate DebtRestructuring Scheme (CDR) of GTL GTL was required to and had accordingly pledged itsentire shareholding in the Company in 2012 in favour of its secured lenders actingthrough security trustee IDBI Trusteeship Services Ltd (ITSL).

Since 2014 recognizing the issues at hand GTL presented one-timenegotiated settlement proposal (which was updated from time to time) to its lenders whichessentially involved the sale of substantially all of its assets businesses andinvestments to repay GTL's lenders. However while GTL has been engaged with thelenders on its OTS proposal on March 28 2019 the secured lenders invoked the pledgethrough ITSL and transferred entire shareholding of GTL into their dematerialized account.Accordingly GTL in its disclosure dated April 2 2019 to stock exchange stated that itwas surprising that the lenders had belatedly chosen to exercise their rights as securedcreditor to undertake the same action which GTL had voluntarily offered. Such action takennow rather at that time when GTL had proposed is likely to result in lesser realization.GTL further believes that there has been significant loss of value and opportunities owingto certain acts of lenders and is currently seeking legal advice to pursue appropriateaction in this regard.

2. RECENT DEVELOPMENTS AT MACRO AND MICRO ECONOMIC LEVEL

The details in respect of recent developments at macro and microeconomic level are covered under Management Discussion and Analysis (MD&A) Reportwhich forms part of the Annual Report.

3. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year underreview as stipulated under Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (the "Listing Regulations") is presented in a separate sectionforming part of the Annual Report.

4. DEBT RESOLUTION PLAN

The details in respect of debt resolution plan are provided in separatesection under the heading "Debt Resolution Plan" under MD&A Report whichforms part of the Annual Report.

5. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve forthe financial year ended March 31 2019.

6. DIVIDEND

Since your Company has posted losses for the current financial yearyour Directors express their inability to recommend any dividend on the paid up EquityShare Capital of the Company for the financial year ended March 31 2019.

7. SHARE CAPITAL a. The movement of equity shares due to allotment ofshares is as under:

Particulars No. of Equity Shares
Equity Shares as on April 1 2018 12125270616
Add: Allotments of Equity Shares to Bond Holders upon conversion of Bonds 193826415
Equity Shares as on March 31 2019 / August 14 2019 12319097031

The Company has only one class of equity shares and it has not issuedequity shares with differential rights or sweat equity shares.

Further to information furnished in the Directors' Report forfinancial year 2017-18 during the current financial year out of 95364166 equity sharesallotted to Trust the Company credited and listed 520818 equity shares to bondholder/sfrom whom the Company received requisite demat account details. Accordingly balance94843348 equity shares allotted to Trust are yet to be listed due to pending receipt ofrequisite details from Bondholders. b. Foreign Currency Convertible Bonds (FCCBs)

The details of outstanding Foreign Currency Convertible Bonds are asfollows:

Particulars No. of Series B1 Bonds (of US$ 1000 each) No. of Series B2 Bonds (of US$ 1000 each) No. of Series B3 Bonds (of US$ 1000 each) Total No. of Bonds (of US$ 1000 each) No. of Equity Shares upon conversion
FCCBs allotted 80745 86417 30078 197240 -
Converted till date 29397 - 17267 46664 303962756
Balance as August 14 2019 51348 86417 12811 150576 -

If compulsorily convertible bonds (i.e. Series B1 Bonds and Series B3Bonds) are converted into equity shares of the Company the number of equity shares wouldgo up by 417922743. The Company has excluded such number of convertible securities whichare likely to be redeemed in terms of Series B2 Bonds.

8. FIXED DEPOSITS

During the year under review the Company has not accepted any publicdeposits under chapter V of the Companies Act 2013 (the "Act") from public orfrom its members.

9. MATERIAL CHANGES AND COMMITMENTS

Save and except as discussed in this Annual Report no material changeshave occurred and no commitments were given by the Company thereby affecting its financialposition between the end of the financial year to which these financial statements relateand the date of this report.

10. PROMOTER GROUP

The Company was promoted by GTL Limited ("GTL"). The membersmay note that the Promoter Group comprises of Global Holding Corporation Private Limitedand such other persons as defined under the Listing Regulations. Post invocation of pledgeof GTL's holding in the Company by secured lenders of GTL the Promoter Groupshareholding in the Company stands at 3.41% as on August 14 2019.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act2013 the Board of Directors to the best of their knowledge and ability in respect offinancial year ended March 31 2019 confirm that: i. in the preparation of the annualaccounts the applicable accounting standards had been followed and there were no materialdepartures; ii. they had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe loss of the Company for that period;

iii. they had 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. they had prepared the annual accounts on a going concern basis;v. they had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively; and vi. theyhad devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Milind K. Naik (DIN: 00276884) Director of the Company retires byrotation at the ensuing Annual General Meeting ("AGM") and being eligibleoffers himself for re-appointment.

Pursuant to provisions of Section 149 of the Act Listing Regulationsand subject to approval of the members Ms. Dina S. Hatekar (DIN: 08535438) wasappointed as an Additional and Independent Director with effect from August 14 2019. Shewill hold office up to the date of the ensuing AGM.

In terms of requirements of the Act Mr. N. Balasubramanian (DIN:00288918) Dr. Anand P. Patkar (DIN: 00634761) and Mr. Vinod B. Agarwala (DIN: 01725158)were appointed as an independent directors at the eleventh AGM held on September 16 2014for a period of five years up to September 15 2019. Based on the recommendation ofNomination and Remuneration Committee the Board of Directors at its meeting held onAugust 14 2019 has approved the re-appointment of Mr. N. Balasubramanian Dr. Anand P.Patkar and Mr. Vinod B. Agarwala for further term of five years from

September 16 2019 to September 15 2024 subject to the approval ofshareholders through special resolutions. Resolutions proposing appointment of Ms. Dina S.Hatekar as an Independent Director and re-appointment of Mr. N. Balasubramanian Dr. AnandP. Patkar & Mr. Vinod B. Agarwala as Independent Directors of the Company pursuant toSection 149(6) of the Act forms part of the Notice of AGM.

Mr. N. Balasubramanian shall attain age of 75 years during his proposedsecond term. A resolution proposing his continuation of term on attaining age of 75 yearsduring his second term pursuant to section 149(6) of the Act forms part of the Notice ofAGM.

During the year Mr. Vijay Vij (DIN:02245470) who was associated withthe Company as Independent Director of the

Company had tendered his resignation with effect from May 9 2019stating that he had been independent Director of the Company for 10 years now and as perCorporate Governance guidelines no independent Director shall hold office for more thantwo consecutive terms of five years. Mr. Vij further confirmed that there were no othermaterial reasons other than stated. The Board places on record its deep appreciation andrespect for the valuable advice and guidance received from Mr. Vij during his tenure as aDirector of the Company.

The background of the Directors proposed for re-appointment/appointment is given under the Corporate Governance Report which forms part of thisReport.

Pursuant to the provisions of Section 203 of the Act currently Mr.Milind K. Naik - Whole-time Director Mr. Bhupendra J. Kiny Chief Financial Officer andMr. Nitesh A. Mhatre Company Secretary are the Key Managerial Personnel of the

Company.

13. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have furnished adeclaration to the effect that they meet the criteria of independence as provided inSection 149(6) of the Act.

14. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met four (4) times during the financial yearthe details of which are given in Corporate Governance

Report that forms part of this Report.

15. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its ownperformance Board Committees and individual directors pursuant to the provisions of theAct and Corporate Governance requirements as prescribed by the Listing

Regulations.

The performance of the Board and its Committees was evaluated by theBoard after seeking inputs from all the Board / Committee members on the basis of thecriteria such as composition of the Board / Committee and structure effectiveness ofBoard / Committee processes providing of information and functioning etc. The Board andthe Nomination and Remuneration Committee also reviewed the performance of the individualdirectors on the basis of the criteria such as attendance in Board / Committee meetingscontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed etc.

In a separate meeting of Independent Directors performance ofnon-independent directors performance of Board as a whole and performance of the Chairmanwere evaluated taking into account the views of executive directors and non-executivedirectors.

16. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHERDETAILS

The Company has put in place appropriate policy on Directors'Appointment and remuneration and other matters as required by Section 178(3) of the Actwhich is provided in the Policy Dossier that has been uploaded on the Company'swebsite www.gtlinfra.com. Further salient features of the Company's Policy onDirectors' remuneration have been disclosed in the Corporate Governance Report whichforms part of this Report.

17. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The information required under Section 197(12) of the Act read withRule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014 as amended is givenbelow: i. The ratio of the remuneration of each director to the median remuneration ofthe employees of the Company for the financial year and the percentage increase inremuneration of each director chief financial officer company secretary or manager ifany in the financial year:

Name Ratio to median remuneration % increase in remuneration in the financial year
Executive Directors
Mr. Milind K. Naik 24.47 Nil
Name Ratio to median remuneration % increase in remuneration in the financial year
Non-executive Directors* (sitting fees only)
Mr. Manoj G. Tirodkar N.A. N.A.
Mr. N. Balasubramanian N.A. N.A.
Dr. Anand P. Patkar N.A. N.A.
Mr. Charudatta K. Naik N.A. N.A.
Mr. Vinod B. Agarwala N.A. N.A.
Mr. Vijay M. Vij ** N.A. N.A.
Mrs. Sonali P. Choudhary N.A. N.A.
Chief Financial Officer
Mr. Bhupendra J. Kiny - Nil
Company Secretary
Mr. Nitesh A. Mhatre - Nil

* Since Non-executive Directors received no remuneration exceptsitting fee for attending Board / Committee meetings the required details are notapplicable.

** Relinquished the post of Independent Director w.e.f. May 9 2019 ii.The percentage increase / (decrease) in the median remuneration of employees in thefinancial year: (29.78%) iii. The number of permanent employees on the rolls of theCompany : 535 iv. Average percentage increase already made in the salaries ofemployees other than the managerial personnel in last financial year and its comparisonwith the percentage increase in the managerial remuneration and justification thereof andpoint out if there are any exceptional circumstances for increase in the managerialremuneration:

The average annual increase in salaries of employees is nil. During theyear upon receipt of requisite clarification from Ministry of Corporate Affairs approvalfrom lenders and subsequent ratification by shareholders the Company has paidremuneration to Mr. Naik as per his appointment terms. v. Affirmation that theremuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remunerationpolicy of the Company.

18. INTERNAL FINANCIAL CONTROL SYSTEMS

The details in respect of adequacy of internal financial controls withreference to the Financial Statements are included in the

MD&A Report which forms part of the Annual Report.

19. AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are includedin the Corporate Governance Report which forms part of this report.

20. AUDITORS AND AUDITORS' REPORT

M/s Pathak H.D. & Associates (FRN: 107783W) Chartered AccountantsMumbai were appointed as an Auditor of the

Company at the fifteenth (15th) AGM to hold office fromconclusion of the fifteenth (15th) AGM till conclusion of twentieth (20th)AGM to be held in calendar year 2023.

For the FY 2018-19 the Auditor of the Company have issued modifiedopinion w.r.t. the Company's inability to quantify the amount of property tax on itstelecom towers to be ultimately borne by it due to petition pending before the appropriateCourts non-receipt of property tax demands in respect of majority of telecom towers andCompany's contractual rights to recover such property tax from its customers. In thisregard the Company has given appropriate explanation in its Note No. 41 of Notes to theFinancial Statements. Further as regards the Auditors opinion regarding materialuncertainty related to Going Concern and emphasis of matters the Company has furnishedrequired details / explanations in Note nos. 55 and 20.1 of Notes to the FinancialStatements.

21. COST AUDIT

In terms of Section 148 (1) of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended since the Company's business(Infrastructure Provider Category – I) is not included in the list of industries towhich these rules are applicable the Company is not required to maintain cost records.

22. SECRETARIAL AUDITORS' REPORT

The Secretarial Auditor Report is given in Annexure A (Form No.MR-3) forming part of this Report.

As regards the observation on non-filing of e-form MGT 14 for filing ofBoard Resolution with Registrar of Companies it is to be noted that it is on account ofinadvertent omission. Necessary action is being taken for filing the same.

Further in terms of Regulation 24A of the Listing Regulations aSecretarial Compliance Audit Report given by Mr. Chetan A. Joshi PracticingCompany Secretary is annexed as Annexure B to this Report.

23. COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with applicable secretarial standards asprescribed by the Institute of Company Secretary of India.

24. RISKS

A separate section on risks and their management is provided in theMD&A Report forming part of this Report. The Audit Committee monitors the riskmanagement plan and ensures its effectiveness. It is important for members and investorsto be aware of the risks that are inherent in the Company's businesses. The majorrisks faced by the Company have been outlined in this section to allow members andprospective investors to take an independent view. The Company strongly urges Shareowners/Investors to read and analyze these risks before investing in the Company.

25. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

During the year under review the Company has not provided anycorporate guarantees. The particulars of loans and investments have been disclosed in theNote nos. 6 & 14 and 4 & 10 of Notes to the Financial Statements respectively.

26. PARTICULARS OF RELATED PARTY TRANSACTION

All related party transactions entered into during the financial yearwere on an arms' length basis and were in ordinary course of business. None of thetransactions with related parties falls under the scope of Section 188(1) of the Act.

The Policy on Related Party Transactions as approved by the Board isuploaded on the Company's website www.gtlinfra.com.

The particulars as required under the Act are furnished in AnnexureC (Form No. AOC 2) to this Report.

27. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have Subsidiary or Joint Venture Company.Accordingly a statement pursuant to provisions of

Section 129(3) of the Act in Form No. AOC-1 is not required to befurnished.

28. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policyof the Company and other details are furnished in Annexure D of this Report in theformat prescribed in the Companies (Corporate Social Responsibility Policy) Rules

2014. For CSR initiatives undertaken by Global Foundation please referto MD&A Report under the caption "Corporate Social Responsibility". The CSRPolicy is available on the Company's website www.gtlinfra.com.

29. ANNUAL RETURN AS ON MARCH 31 2019

As per requirements of Section 92(3) of the Act and the Companies(Management and Administration) Rules 2014 the extracts of Annual Return as on March 312019 is annexed as Annexure ‘E' (Form MGT-9) to this report. The Companyhas placed a copy of the same on its website at www.gtlinfra.com.

30. CORPORATE GOVERNANCE AND VIGIL MECHANISM

The Company has complied with the Regulations 17 to 27 and clauses (b)to (i) of sub-regulation (2) of the Regulation 46 of the Listing Regulations. A separateReport on Corporate Governance along with the Certificate of the Auditor M/s Pathak H.D.&

Associates Chartered Accountants Mumbai confirming compliance ofconditions of Corporate Governance as required under

Regulation 34(3) of Listing Regulations forms part of this Report.

The Company has formulated and published a Whistle Blower Policydetails of which are furnished in the Corporate

Governance section thereby establishing a vigil mechanism fordirectors and permanent employees for reporting genuine concerns if any.

31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO a. Conservation of Energy:

During the year the Company continued its efforts towards conservationof energy by way of reduction of diesel consumption at telecom tower sites through severalinitiatives of energy efficiency and fuel savings as under: i) the steps taken orimpact on conservation of energy: a. Transformed air-conditioned sites throughinstallation of Free Cooling / Emergency Free Cooling systems to utilize cool ambienttemperatures for saving electrical energy consumption of air-conditioning systems b.Installation of High Efficiency Rectifiers with wide input voltage range SMPS with minimumduration at lower input voltages c. Up-gradation of DC power plants with compatible highefficiency rectifiers d. Deployment of additional battery banks for increasing backuppower and thereby minimizing diesel consumption at sites e. Fuel optimizer feature of DGcontroller for optimum utilization of battery backup and air-conditioning system f.Implemented Stage-wise capacity enhancement with upgradeability as and when site loadincreased g. Deployment of Integrated Power Management Units for AC power lineconditioning and AC to DC conversion

h. Remote monitoring of site health parameters through NOC (NetworkOperations Centre)

i. Facilitating telecom operator tenants to swap their Indoor BTS withOutdoor BTS

j. Site electrification for non-EB sites and rectification of faulty EBconnections

ii) the steps taken by the Company for utilizing alternate source ofenergy:

Deployment of Deep discharge batteries for faster charging / betterutilization of backup power and thereby reducing diesel consumption

iii) the capital investment on energy conservation equipment:

Not Applicable

b. Technology Absorption:

1. Efforts made towards technology absorption
2. The benefits derived like product improvement cost reduction product development or import substitution
3. In case of imported technology (imported during last 3 years reckoned from the beginning of the financial year) following information may be furnished. The Company has not absorbed adopted and innovated any new technology. Hence the details relating to technology absorption are not furnished.
a. the details of technology imported
b. the year of import
c. whether the technology been fully absorbed?
d. if not fully absorbed the areas where absorption has not taken place reasons thereof
4. the expenditure incurred on Research and Development No significant expenditures were incurred during the year.

c. Foreign Exchange Earnings and Outgo:

During the year under review the inflow and outgo of foreign exchangein actual terms were र Nil and र 31 Lakhs respectively.

32. HUMAN RESOURCE

The associate base of the Company as on March 31 2019 stood at 682.For full details / disclosures refer to the Human Resources section in the MD&AReport which forms part of the Annual Report.

33. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read withsub-rules 2 &3 of Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended names and other particulars of the top ten employeesin terms of remuneration drawn and the name of every employee who is in receipt of suchremuneration as stipulated in said Rules are required to be set out in a statement to thisReport. This Report is being sent to the Members excluding the aforesaid statement. Interms of Section 136 of the Act the said statement is open for inspection at theRegistered Office of the Company. Any Member interested in obtaining a copy of the samemay write to the Company

Secretary at the Registered Office of the Company. None of theemployees listed in the said statement is related to any

Director of the Company.

34. SPECIAL BUSINESS

As regards the items of the Notice of the Annual General Meetingrelating to Special Businesses the Resolutions incorporated in the Notice and theExplanatory Statement regarding thereto fully indicate the reason for seeking the approvalof members to those proposals. Members' attention is drawn to these items andExplanatory Statement annexed to the Notice.

35. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation andacknowledge with gratitude the support and cooperation extended by the customersemployees vendors bankers financial institutions investors media and both the Centraland State Governments and their Agencies and look forward to their continued support.

On behalf of the Board of Directors
Mumbai Manoj G. Tirodkar
August 14 2019 Chairman