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Ortel Communications Ltd.

BSE: 539015 Sector: Media
NSE: ORTEL ISIN Code: INE849L01019
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OPEN 0.92
CLOSE 0.91
VOLUME 6200
52-Week high 1.89
52-Week low 0.87
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.91
Buy Qty 100.00
Sell Price 0.92
Sell Qty 5482.00

Ortel Communications Ltd. (ORTEL) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 26th Annual Report and the AuditedFinancial Statements of the Company for the financial year ended 31st March2021.

Updation on Corporate Insolvency Resolution Process (CIRP)

Pursuant to the orders of Hon'ble National Company Law Tribunal (NCLT) New DelhiBench in the matter of Ortel Communications Limited ('the Company') based on theapplication filed by Sony Pictures Networks India Pvt. Ltd. an operational creditor ofthe Company Corporate Insolvency Resolution Process (CIRP) has been initiated in respectof Ortel Communications Limited ("the Company") under the provisions of Section9 of the Insolvency and Bankruptcy Code 2016 ("the Code") with effect from 27thNovember 2018. Mr. Anil Bhatia (Reg. No. IBBI/IPA-001/IP-P00587/2017-18/11027) wasappointed as Interim Resolution Professional ("IRP") to carry on the functionsof an IRP as defined under the provisions of the IBC until replaced by the ResolutionProfessional ("RP"). The Committee of Creditors ('CoC') in its meeting held on07th January 2019 had passed a resolution proposing to replace the IRP and appoint Mr.Srigopal Choudhary (Reg. No. IBBI/IPA-001 /IP-P01238/2018- 2019/11893) as the RP which wasconfirmed by NCLT vide its order dated 1st February 2019 to carry out theactivities relating to CIRP as per the rules regulations and guidelines prescribed by theCode.

Pursuant to the order the management of affairs and powers of Board of Directors ofthe Company are now vested with the Resolution Professional ("RP") who isappointed by the Committee of Creditors ("CoC").

The NCLT has also declared a moratorium for the Corporate Debtor (Ortel) as per Section14 of IBC 2016 on the Insolvency Commencement date till the CIRP process is over. Duringthe CIRP Resolution Plans ("Resolution Plan") was received by the ResolutionProfessional and the Resolution Plan was placed before the CoC for approval and theapproved Resolution Plan was filed with the Hon'ble NCLT New Delhi on 26thAugust 2019 for approval under Section 31 of the Code. The application filed by theResolution Professional for approval of Resolution Plan is currently pending adjudicationbefore the Adjudicating Authority. In terms of Section 25 of the Code the Company iscontinuing to operate as a going concern. Where at any time during the CorporateInsolvency Resolution Process period if the Adjudicating Authority approves theresolution plan under sub-section (1) of section 31 or passes an order for liquidation ofCorporate Debtor under section 33 the moratorium shall cease to have effect from the dateof such approval or liquidation order as the case may be.

As per Section 17 of the Insolvency & Bankruptcy Code from the date of appointmentof the Resolution Professional:

1. The management of the affairs of the company shall vest in the ResolutionProfessional.

2. The powers of Board of Directors of the company shall stand suspended and beexercised by the Resolution Professional.

3. The officers and managers of the company shall report to the Resolution Professionaland provide access to such documents and records of the company as may be required by theResolution Professional.

4. The financial institutions maintaining accounts of the company shall act on theinstructions of the Resolution Professional in relating to such accounts furnish allinformation relating to the company available with them to the Resolution Professional.

Financial Highlights

 

Rs. In Crores
Particulars Standalone Consolidated
For the year ended March 31 For t he year ended March 31
2021 2020 2021 2020
Total Revenue 70.70 89.32 70.70 89.32
Operating Expenses 66.02 95.03 66.02 95.04
Earnings Before Interest Depreciation Tax & Amortization (EBIDTA) 4.68 -5.71 4.68 -5.72
Interest and Financial Charges 0 0 0 0
Earnings before Depreciation Tax & Amortization (EBDTA) 4.68 -5.71 4.68 -5.72
Depreciation Amortization & other exceptional expenses 26.64 29.14 26.64 29.14
Earning Before Tax (EBT) -21.96 -34.85 -21.96 -34.86
Tax 0 0 0 0
Earning After Tax (EAT) -21.96 -34.85 -21.96 -34.86

Performance Review

1. On a standalone basis the total revenue was Rs.70.70 Crore compared to the previousyear's total revenue of Rs.89.32 Crore.

2. EBITDA stood at Rs.4.68 Crore compared to Rs. (5.81) Crore of corresponding previousfinancial year.

3. Earning Before Tax (EBT) for the period is Rs. (21.96) Crore as compared toRs.(34.85) Crore of last fiscal.

4. Earning After Tax (EAT) stood at Rs.(21.96) Crore as compared to Rs.(34.85) Crore oflast fiscal and

5. EPS stood at Rs.(6.66) as compared to Rs.(10.57) of last financial year.

Indian Accounting Standards

As per the requirements of notification dated 16th February 2015 issued by theMinistry of Corporate Affairs (MCA) Standalone and Consolidated Financial Statements ofthe Company for the Financial Year 2020-21 have been prepared as per Ind AS.

Global health pandemic from Covid-19

The world is going through a strange time. A time that forces us to be careful at everystep because what we do now will have a significant influence on the future. Thereforein FY 2020-21 when the Covid-19 pandemic first broke enforcing social distancing tocontain the spread of the disease our corporate office and all location offices have beenoperating with minimal staff for extended periods of time. To effectively respond to andmanage our operations through this crisis the Company has opted online collections fromcustomers like previous financial year. In keeping with its employee-safety firstapproach the Company quickly instituted measures to trace all employees and be assured oftheir well-being and switch to work from home model for some of the employees. Proactivepreparations were done in our work locations during this transition to ensure our officeswere safe. We want to assure you that even in these uncertain times your Company isliving up to its commitment of providing seamless service to its customers while takingadequate measures to mitigate risks and take care of its employees assets andcommunities. This response has reinforced customer confidence in Ortel and many of themhave expressed their appreciation and gratitude for keeping their businesses running undermost challenging conditions.

As an organization our external communication has had to transition to the new virtualmodels as well. Events such as the quarterly results all management meetings meeting ofResolution Professional and the Annual General Meeting have all been executed successfullythrough video conferencing (VC).

Business/Operational Review

The year 2020-21 has been a challenging year for the Company due to a severe cyclonicstorm Amphan hit the Odisha coast on 16th May 2020. This cyclone has damaged our network;equipment's in various locations of Odisha and also caused partial damages to all ourfacilities in the coastal region and peripheral areas. It took 2 to 3 months to restoreour network as a result of which customers in local areas were without signal. Also dueto the global pandemic of Covid-19 our collections sales customer grievance servicesetc. has been affected. Notwithstanding this your company has demonstrated an EBIDTApositive business and the operating income on a year-on-year basis (Y-o-Y) during the yearunder review.

The Management reviewed the details of receivables and took a firm step by creatingprovision of Rs.59.63 million against doubtful receivables declaring bad debts of Rs.2.51million and Company have issued credit notes of Rs.80.55 million during the year underreview. This amount is primarily on account of disruption of services due to Globalpandemic of Covid-19 Cyclone Amphan hit coastal Odisha and acquisition of localoperators.

Segment Revenue Contribution

The contribution of each income segment to the total revenue is as below:

Income stream Contribution(%ge)
2019-20 2020-21
1 Cable TV services 74% 73%
2 Data Services 6% 6%
3 Infra - structure leasing 9% 7%
4 Carriage fees 3% 3%
5 Others 8% 11%
Total 100% 100%

Segment wise analysis (I) Cable TV Service

During the year under review your company continued to provide last mile service aswell as franchise model of Cable Television Service in Odisha and AndhraPradesh/Telangana.

The Cable Television business strategy for FY21 focussed around taking forwardtransformation brought by the implementation of the New Tariff Order (NTO) in March 2019and transparency to end customers and providing them with the freedom to watch televisionof their choice and enabling LCO partners to increase their business. Ortel introduced Appbased franchise pre-paid collection during the year.

As on 31.03.2021 the total Cable TV customer base is 376329 (Previous Year:392698) which is a de-growth of 4% over previous year. Out of the above total enablecable TV customers as on 31.03.2021 is 210809 (Previous Year: 260742) which is ade-growth of 19% over previous year.

With internationally used "Last Mile" model implemented by your Companydigitization of entire CATV subscribers and completion of integration process in the newlyacquired locations the Company is hopeful in achieving growth in the customer base in thefuture. E-Invoicing system developed to facilitate GST Compliance.

By the implementation of the New Tariff Order (NTO) from 1st February 2019 by TRAIthe NTO is set to dramatically change the distribution landscape in India. It will bringin far greater transparency and overall it will be good for all stakeholders leading tofair share allocation of subscription revenues within the stakeholders.

(II) Broadband Services Operation

The total Broadband Subscriber Base as on 31st March 2021 stood at 20994 in comparisonto previous year 19066. Company has witnessed a growth of 10% over last year. LimitedGrowth is due to Global pandemic of Covid-19 Cyclonic storm "Amphan" hitcoastal Odisha badly affected our Network high competition in retail segment as multiplenew Broadband Service Providers have entered the market etc.

During the year under review we had significant growth in FTTH Business. We havesubstantially increased the download limit from 250GB to 500GB under 25Mbps Plan; 500GB to1250GB under 50Mbps Plan looking at the market scenario & to compete with the MajorTelecom Players. We have an aggressive ATL and BTL Marketing Plan in place & expect togrow the Broadband/FTTH figures in the coming financial year. Also new competitive planshigher data speed and better technology are in pipeline for the coming financial year.

With the implementation of high speed Data Service & Aggressive Marketing Plan theCompany is well placed to cater to the growing demand. Considering both cable TV andbroadband together your company has achieved total RGU base of by the end of the currentyear 31st March 2021397323 (Previous year 411764 ) a de-growth of 4%. It is importantto note here that in line with your company's philosophy of operating on "LastMile" Model 90% company's RGUs are on its own 'last mile' network.

(III) Infrastructure Leasing

Infrastructure Leasing (IFL) being a major product of your company to leased its DarkFibre (existing/new) to all telecom giants including corporates having a huge businessopportunities and major revenue generating stream in our all operated locations and inthis business segment a total of 1127.85 kms (Previous Year:1164.20 kms) as on 31 March2021 a reduction of 3% over the previous year. Reduction in billing length is due todelay in payment to O&M vendor man power issues across the locations to give servicewithin MTTR as per market standard Material availability issue in payment to purchasevendor issue in link implementation even after received wok orders disconnection due toservice issue etc.

In spite of your Company's continued focus to grow in this segment but steepcompetitive players in the market one of major customer reneged to contract and adversefinancial constraints Company could only achieve Rs.445.42 lakhs of revenue (Previousfinancial year Rs.817.35 lakhs) as on 31 March 2021 a reduction of 46%. Infrastructurehas placed your company in better position than peers and able to increase in revenue incoming years.

Holding Subsidiaries & Associates

The Company has one subsidiary as on March 31 2021 which was incorporated on 28thFebruary 2018 to provide internet services. There are no associates or joint venturecompanies within the meaning of Section 2(6) of the Companies Act 2013 ("Act").There has been no material change in the nature of the business of the subsidiaries.

Pursuant to the provisions of Section 129(3) of the Act a statement containing thesalient features of financial Statements of the Company's subsidiary in Form AOC-1 isattached to the financial statements of the Company.

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company including Consolidated Financial Statements along with relevant documentsand separate audited financial statements in respect of subsidiary is available on thewebsite of the Company http:// www. ortelcom. com / invest or- relations.html.

In accordance with the provision of Section 129(3) of the Companies Act 2013 read withrule 8 of the Companies (Accounts) Rules 2014 as amended the Company has prepared itsconsolidated financial statements including its subsidiary company which forms part ofthis report. The financial position and performance of the subsidiary company of theCompany is annexed to this report.

Any shareholder interested in obtaining a physical copy of the aforesaid financialstatements may write to the Company Secretary at the Registered Office of the Company.

Further please note that the said financial statements will also be available forinspection by the Members of the Company at the Registered Office of the Company duringbusiness hours from 10:00 AM to 6:00 PM on all working days except Sundays and NationalHolidays.

Dividend

Your company is under Corporate Insolvency Resolution Process since 27th November 2018and has reported losses for the year under review; no dividend has been recommended by theResolution Professional for the financial year 2020-21.

Transfer to Reserves

As no dividend is proposed due to losses so no amount is recommended to be transferredto General Reserve.

Public Deposits

The Company has not accepted/renewed any public deposits during the year under reviewunder Section 73 of the Act read with Companies (Acceptance of Deposits) Rules 2014 andas such no amount of principal or interest was outstanding as of the Balance Sheet date.

Share Capital

During the year under report there was no change in the Authorized and Paid-up ShareCapital of the Company. As at 31st March 2021 the Authorized Share Capital of the Companywas Rs.1010000000/-. The Paid-up Share Capital of the Company as on 31st March 2021was Rs.429769000/- divided into Rs.329769000/- Equity Share Capital andRs.100000000/- Preference Share Capital and during the year under report your Companyhas not issued any shares under any employee stock option schemes sweat equity shares orany equity shares with differential rights as to dividend voting or otherwise. Furtherthe Company has not bought back its own securities during the year under report.

Change in the nature of business if any

During the year under review there were no material changes in the nature of thebusiness of the Company.

Consolidated Financial Statements

In terms of Section 129(3) of the Companies Act 2013 and Regulation 34 of the SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 ConsolidatedFinancial Statements of the Company prepared in accordance with Accounting Standardsissued by Institute of Chartered Accountants of India are attached and forms part of theAnnual Report.

Revision of Financial Statement

There was no revision of the financial statements for the year under review.

Extract of the Annual Return

An extract of Annual Return for the financial year ended on 31st March 2021 in FormMGT-9 pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014 is attached as Annexure-1 forming part of thisReport.

Statutory Auditors

M/s K. Prasad & Co. Chartered Accountants (Firm Registration No.303062E) wereappointed as Statutory Auditors of the company vide application filed by the ResolutionProfessional in CA No.825/C-III/ND/2019 under Rule 11 of the NCLT Rules 2016 and asconfirmed by the Hon'ble NCLT vide order dated 02.12.2019 as Statutory Auditors of theCompany for a period of five years from Financial Year 2019-20 to 2023-24 that means fromthe conclusion of the 24th Annual General Meeting till the conclusion of the 29th AnnualGeneral Meeting to be held in the year 2024. The requirement for the annual ratificationof auditors' appointment at the AGM has been omitted pursuant to Companies (Amendment)Act 2017 notified on May 7 2018.

Observations of the Auditors

Disclaimer of Auditors on the Annual Accounts of the Company forms part of theAuditor's Report. The disclaimers made in their report when read together with therelevant notes to the accounts are self-explanatory. The statutory auditors have notreported any incident of fraud to the management of the Company in the year under review.

Secretarial Auditor

Pursuant to the provisions of section 179 and 204 of the Companies Act 2013 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

M/s Kumar Suresh & Associates Gurugram a firm of practicing company secretarieswas appointed as Secretarial Auditor to conduct the secretarial audit of the Company forthe financial year ended 2020-21.

CS Suresh Kumar Yadav Secretarial Auditor has given the Secretarial Audit Report inForm No. MR-3 and the same has been annexed to the Board's Report and marked asAnnexure-2. The secretarial audit report does not contain any qualification reservationadverse remark or disclaimer and is self-explanatory.

The Resolution Professional has also reappointed M/s Kumar Suresh & AssociatesGurugram as Secretarial Auditor for FY 2021-22 who is eligible for such reappointment toconduct Secretarial Audit of your Company.

Cost Auditor

Terms of M/s NIRAN & CO. Practicing Cost Accountants Bhubaneswar Odisha who werereappointed as Cost Auditor of the Company for Financial Year 2020-21 expired on 31stMarch 2021. The Resolution Professional has approved their reappointment for FY 2021-22and their remuneration shall be ratified by the members in the ensuing Annual GeneralMeeting.

Internal Auditor

Terms of M/s SBN & Associates Chartered Accountants Cuttack Odisha who wereappointed as Internal Auditor of the Company for Financial Year 2020-21 expired on 31stMarch 2021. The Resolution Professional has approved their reappointment for financialyear 2021-22 with same terms and conditions.

Secretarial Standards

The Resolution Professional state that applicable Secretarial Standards i.e. SS-1 andSS-2 relating to Board Meetings and General Meetings respectively have been duly followedby the Company.

Directors' Responsibility Statement

Pursuant to the provisions of section 134(5) of the Companies Act 2013 the ResolutionProfessional hereby state:

i. that in the preparation of the Annual Accounts for the year ended March 31 2021the applicable accounting standards read with requirements set out under Schedule III tothe Act have been followed and there are no material departures from the same;

ii. that they have selected such accounting policies and applied them consistently andmade judgment and esti mates that they are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31 2021 and of the profit orloss of the company for the year ended on that date;

iii. that they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act for safeguardingthe assets of the company and preventing and detecting fraud and other irregularities;

iv. that they have prepared the annual accounts of the Company for the financial yearended 31st March 2021 on a going concern basis;

v. that they have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively and

vi. that they had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Particulars of Loans Guarantees or Investments under section 186

During the year under review your Company has not given any loans or guarantee or madeany investments under Section 186 of the Companies Act 2013.

Further the details of loans guarantees and investments covered under the provisionsof Section 186 of the Companies Act 2013 are given in the notes to the FinancialStatements forming part of Annual Report.

Particulars of loans/advances or investments outstanding during the Financial Year

Disclosure on particulars relating to loans advances and investments covered underSection 186 of the Companies Act 2013 outstanding during the financial year are disclosedin the notes to the financial statements forming part of this Annual Report.

Particulars of contracts or arrangements with Related Parties

All contracts/arrangements/transactions with related parties referred to in Section188(1) of the Companies Act 2013 were in the ordinary course of business and on an arm'slength basis and were reviewed and approved by the Resolution Professional.

During the year the Company has not entered into any contracts/arrangements/transactions with related parties which could be considered material in accordance withthe Company's Policy on Materiality of Related Party Transactions. All the transactionsmade on arm's length basis are being reported in Form No.AOC-2 in terms of Section 134 ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 isannexed as Annexure-3. The policy on dealing with Related Party Transactions can be viewedat www.ortelcom.com.

Performance evaluation of Board Committees and individual Directors including ManagingDirector

As the Company is under CIR Process the powers of the Board of Directors continue toremain suspended and the affairs of the Company are being conducted by the ResolutionProfessional. Consequently no meeting of the Directors was held during the Financial Year2020-21 for evaluation of Board Committees and Individual Directors.

Board Evaluation

As the Company is under CIR Process the powers of the Board of Directors continue toremain suspended and the affairs of the Company are being conducted by the ResolutionProfessional. Consequently no meeting of the Directors was held during the Financial Year2020-21 for such evaluation.

Risk Management

Risk management has always been an integral part of the corporate strategy whichcomplements the organizational capabilities with business opportunities robust planningand execution. The Company through a process of management mechanism covering the riskmapping and trend analysis risk exposure potential impact and risk mitigation practicemanages the potential risks. A detailed regular exercise is being carried out to identifyevaluate manage and monitor both business and non-business risks. A Risk ManagementCommittee of the Company periodically reviews the risks and suggests steps to be taken tocontrol and mitigate the same.

More details on Risk Management indicating development and implementation of RiskManagement Policy including identification of elements of risk and their mitigation arecovered in Management's Discussion and Analysis section which forms part of this Report.

Whistle Blower Policy

The Company has adopted a Whistle Blower Policy as stipulated under Section 177(9) ofthe Act and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 toreport the genuine concerns of the employees and Directors. The whistle blower policyadopted by the Company is hosted on Company's website at www.ortelcom.com.

Declaration given by Independent Directors

No Independent Directors have given declaration of their independence in terms ofSection 149(6) of the Companies Act 2013 and regulation 25(8) of SEBI (ListingObligations and Disclosure Requirements) Regulations2015 (Listing Regulations) andrelevant provisions of Rule 6 of the Companies (Appointments and Qualifications ofDirectors) Rules 2014 since the powers of the Board of Directors have been suspendedw.e.f. 27.11.2018 pursuant to the orders dated 27th November 2018 of Hon'ble NationalCompany Law Tribunal (NCLT) passed under Insolvency & Bankruptcy Code.

Meetings of Board of Directors

The powers of the Board of Directors continue to be suspended and no Board/Committeemeetings were held during the Financial Year under report as the Company is under CIRProcess. The powers of Board of Directors are being exercised by the ResolutionProfessional in accordance with Sections 17 and 23 of the Insolvency Code from 27thNovember 2018. Further details are given in the Corporate Governance Report.

Board Committees

The Board has constituted various committees viz. Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee Share Allotment committeeFinance Committee Corporate Social Responsibility Committee and Risk Management Committeeetc to enable better management of the affairs of the Company with terms of reference inline with provisions of Companies Act 2013 and SEBI (LODR) Regulations.

Since the powers of the Board of Directors has been suspended w.e.f. 27th November2018 pursuant to the orders dated 27th November 2018 of Hon'ble National Company LawTribunal (NCLT) the powers of various committees have also been suspended w.e.f. the samedate and no meetings have since been conducted.

Material changes and commitments if any affecting the financial position of theCompany

There were no changes in the share capital of the Company during the year under reviewand there were no significant material changes and commitments affecting the financialposition of the Company which has occurred between the end of the Financial Year of theCompany to which the Financial Statement relate and the date of its report.

Employee Stock Option Scheme

During the year under review the Company has not allotted Equity Shares to anyemployees of the Company under Ortel Employee Stock Option Scheme 2015 ("ESOS2015") and as per ESOS 2015 an Ortel Employee Welfare Trust was executed by theCompany to acquire shares of the Company from secondary market for offering them to theeligible employees in future as per the direction of Nomination & RemunerationCommittee of the Board. During the year under review the trust has not acquired anyequity shares of the Company from the secondary market. The details of disclosure formpart of the Corporate Governance.

Directors

The changes in the Board of Directors upto 27.11.2018 have already been covered in the24th Annual Report. During the year under review no other changes took place in thecomposition of the Board of Directors of the Company. The composition of the Board ofDirectors of the Company is in compliance with the applicable norms

Retirement by rotation

Pursuant to Section 149(13) of the Companies Act 2013 the independent directors arenot liable to retire by rotation. Further Section 152(6) of the Companies Act 2013stipulates that 2/3rd of the total number of directors of the public company should beliable to retire by rotation and out of such directors 1/3rd should retire by rotation atevery Annual General Meeting of the company.

To meet the requirement of provisions of Section 152(6) of the Companies Act 2013 andArticle 149 150 151 and 152 of the Article of Association the Managing Director or thewhole time Director shall not while he/she continues to hold that office be subject toretirement by rotation under Article 151 but he/she shall be subject to the provision ofany contract between him/her and the Company be subject to the same provisions as to theresignation and removal as the other Directors of the Company and he/she shall ipso factoand immediately cease to be a Managing Director or Whole-time Director if he/she ceases tohold the office of Director for any cause provided that if at any time the number ofDirectors (including the managing Director or Whole-time Director) as are not subject toretirement by rotation shall exceed one- third of the total) number of the Directors forthe time being then such of the Managing Director or Whole-time Director or two or more ofthem as the Directors may from time to time determine shall be liable to retirement byrotation in accordance with the Article 151 to the intent that the number of Directors notliable to retirement by rotation shall not exceed one-third of the total number ofDirectors for the time being. However he/she shall be counted in determining the numberof Directors to retire (save as otherwise provided in a contract in terms of provisions ofthe Act or Rules made hereunder or in a resolution passed by Board or Shareholders of theCompany).

In view of the above Ms. Jagi Mangat Panda Managing Director of the Company isretiring at the ensuing Annual General Meeting. Your Resolution Professional hasrecommended her reappointment in the ensuing AGM.

Declaration of Independence

As the Company is under CIR Process the powers of the Board of Directors continue tobe suspended and are being exercised by the Resolution Professional in accordance withSections 17 and 23 of the Insolvency Code from 27th November 2018 hence no IndependentDirectors of the Company have given their respective declarations stating that they meetthe criteria prescribed for independence under the applicable laws and in the opinion ofthe Board all the independent Directors of the Company meet the said criteria.

Key Managerial Personnel

During the year under review no changes took place in the composition of the KeyManagerial Personnel of the Company. The details about the Whole-time Key ManagerialPersonnel are given in the Corporate Governance Report which forms part of the AnnualReport.

Significant and material orders by the Regulators or Courts

Pursuant to the orders of Hon'ble National Company Law Tribunal (NCLT) New DelhiBench Corporate Insolvency Resolution Process (CIRP) has been initiated in respect ofOrtel Communications Limited ("the Company") under the provisions of theInsolvency and Bankruptcy Code 2016 ("the Code") with effect from 27thNovember 2018. Accordingly the company is under moratorium period as per the IBC.

Besides the above to the best of our knowledge there seems to have been nosignificant and material orders passed by the regulators or courts or tribunals impactingthe going concern status and the Company's operations. However members' attention isdrawn to the statement on contingent liabilities commitments in the notes forming part ofthe financial statements.

Particulars of Employees

Information as per section 197(12) of the Act and Rule 5(1) & 5(2) of the Companies(Appointment & Remuneration of Managerial Personnel) Rule 2014 as amended astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are provided as Annexure-4.

Disclosure with respect to Unclaimed Suspense Account

Pursuant to listing regulations details in respect of the shares lying in the OrtelCommunications Limited-Unclaimed Suspense Account till 31st March 2021 are as under:

Description No of share holders No. of shares
(0) Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying as on 1st April 2020 1 75
(ii) Number of shareholders who approached the Company for transfer of shares from unclaimed suspense account during the year 2020-21 0 0
(iii) Number of shareholders to whom shares were transferred from unclaimed suspense account during the year 2020-21 0 0
(iv) Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying as on 31st March 2021 1 75

Voting rights on these shares shall remain frozen till the rightful owner of suchshares claims the shares.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (SEBI). The report on Corporate Governance as stipulated under Schedule Vof SEBI LODR Regulations Management Discussion and Analysis Certificate regardingCompliance of conditions of Corporate Governance and Certificate by CFO forms an integralpart of this Report as Annexures.

Management Discussion and Analysis Report

As stipulated under SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 the Report on Management Discussion and Analysis is annexed to this report and formspart of the Annual Report.

Policy on Code of Conduct

The Company has laid down a "Code of Conduct" for all Board members andSenior Management Personnel. Pursuant to SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 the Declaration by the Resolution Professional affirmingthe compliance with the Code of Conduct is attached to the Report on Corporate Governance.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings & Outgo

Conservation of Energy is an ongoing process in the Company's activities. The Companyis a Multi System Operator (MSO) and is carrying on business of inter alia providingCable TV and Broadband services along with other value added services. Since this does notinvolve any manufacturing activity most of the information required to be provided underSection 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules2014 are nil/not applicable.

Further your Company being a service provider requires minimal energy consumptionand Company takes all possible measures to ensure optimal use of energy avoid wastagesand conserve energy as far as possible.

Following are the energy conservation measures being taken by Company over a period oftime to ensure minimum energy consumption and technology absorption:

Conservation of Energy

1. The steps taken or impact or conservation of energy • Conservation of RF optical and electrical and fuel energy is being accomplished by your company in economically responsible and beneficial ways by using power efficient equipment broadband HFC network provisioning system ergonomics in the cable layout cleanest and state of art technologies.
2. The steps taken by the company for utilizing alternate sources of energy. • Increasing deeper fiber by using Broadband HFC network in star structure has resulted less power consumption.
3. The capital investment on energy conservation equipment. • Applying the strongest feasible energy efficiency standards to network upto electronics RF products and signal quality.

Technology Absorption

1. The efforts made towards technology absorption. • Your company is one of the MSOs in India which has started Triple Play services over Broadband HFC network. It has chosen best economical and state of art technologies.
2. The benefits derived like product improvement cost reduction product development or import substitution. • Your company uses Cable Modem Technology for high speed Internet access. The Company is also using Metro Ethernet ("MEN") and Ethernet over Cable (EoC) technology which engages different network topology for providing high speed data service at a lower cost.
3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):- • Your company has also adopted digital video technology to deliver qualitative video and audio using MPEG-2 and MPEG-4 Technology. Your company has also started HD TV services and offers HD channels to its subscribers in select markets.
a. the details of technology imported; • Your Company has also introduced high speed broadband technologies such as DOCSIS 3.0 to cater to subscribers who have increased Video led Internet Consumption. HD video content viewings as well as increased download speeds are the main benefits of DOCSIS 3.0 technology. DOCSIS 3.0 allows for a much higher throughput compared to the earlier versions by using multi-channel bonding simultaneously for download/upload. This technology has been widely used in Europe and USA by leading ISPs.
b. the year of import; • Your company is also using HFC architecture which can easily be converted or upgraded to FTTH. Your company is currently undertaking trial with FTTH for pure data usage.
c. whether the technology been fully absorbed;
d. if not fully absorbed areas where absorption has not taken place and the reasons thereof;
e. The expenditure incurred on Research and Development

Foreign Exchange Earnings & Outgo

The particulars of expenditure and earnings in foreign currency are provided in notesto financial statements.

Certifications

Your company has been certified and recertified by Bureau Veritas Certification (India)Private Limited (BVQI) to confirm with ISO 9001:2008 standardization for both cable anddata services for Bhubaneswar Cuttack Rourkela and Sambalpur operational sites.

Your company has also received certification from BECIL (TRAI appointed CertifyingAgency) for its digital Encryption and Subscriber Management System of digital services.Your company is the first of its kind in India to receive such certification.

Corporate Social Responsibility

As per the provisions of Section 135 of the Companies Act 2013 the Company hasconstituted the CSR committee to formulate implement and monitor the CSR Policy of theCompany. However as the Company does not have average net profits for the three yearsimmediately preceding financial years the Company was not required to make anyexpenditure on CSR activities during financial year 2020-21 as specified under Section135(5) of the Act. Hence the information on CSR activities as required under Section135(5) of the Act and Rule 8 of Companies (Corporate Social Responsibility Policy) Rules2014 has not been provided by the Company for the financial year 2020-21.

Internal Financial Control

Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks. The Company has a well laid downproper and adequate internal control system which ensures that all assets are safeguardedand protected and that the transactions are authorized recorded and reported correctly.The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate.

During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Resolution Professional has appointed M/s SBN & Associates CharteredAccountants as the Internal Auditor of the Company. The Internal Auditors independentlyevaluate the adequacy of internal controls and concurrently audit the majority of thetransactions in value terms. During the year the Company continued to implement theirsuggestions and recommendations to improve the control environment.

The Company has also its own Internal Audit Department. Internal Audit team under theguidance of head of Internal Audit conduct various checks audit and submit their reportto the management and is responsible for implementing adequacy of internal control both interms of financial and operational control.

Policy on prevention prohibition and redressal of sexual harassment at workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy that aims to provide protection to employees at the workplace and prevent andredress complaints of sexual harassment and for matters connected or incidental theretowith the objective of providing a safe working environment where employees feel secure.The Company has not received any complaint of sexual harassment during the financial year2020-21.

Personnel & Industrial Relations

The Company enjoyed cordial relations with the employees during the year under reviewand the management appreciates the employees of all cadres for their dedicated services tothe Company and expects continued support higher level of productivity for achieving thetargets set for the future.

General

Your Resolution Professional state that no disclosure or reporting is required inrespect of the following matters as there were no transactions on these items during theyear under review:

• Issue of equity shares with differential rights as to dividend voting orotherwise.

• Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme save and except Employees' Stock Options Plan referred to in this Report.

• The Company does not have any scheme of provision of money for the purchase ofits own shares by employees or by trustees for the benefit of employees.

• Neither the Managing Director nor any Directors of the Company receive anyremuneration or commission from its subsidiary.

Corporate Insolvency Resolution Process (CIRP)

The Company is under CIR Process and information pertaining to the process is availableat the Company website at www.ortelcom.com

Acknowledgements and Appreciations

The Resolution Professional wish to express appreciation of the support andco-operation of the various Departments of Central and the State Governments BankersFinancial Institutions Customers Vendors Suppliers Employees at all levelsAssociates Contractors and Sub-contractors and Committee of Creditors (CoC).

Srigopal Choudhary
Resolution Professional
For Ortel Communications Limited (under CIRP)
Address - Flat 7J Tower -3 South City
Place: Kolkata 375 P.A.S. Road Kolkata - 700068
Date: June 30 2021 Registration No- IBBI/IPA-001/IPP-01238/2018-19/11893

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