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Quadrant Televentures Ltd.

BSE: 511116 Sector: Telecom
NSE: N.A. ISIN Code: INE527B01020
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NSE 05:30 | 01 Jan Quadrant Televentures Ltd
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VOLUME 10
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Mkt Cap.(Rs cr) 12
Buy Price 0.19
Buy Qty 1000.00
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Sell Qty 1168.00

Quadrant Televentures Ltd. (QUADRANTTELE) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 72nd (Seventy Second) AnnualReport together with the Audited Accounts and Auditors Report for the Financial Year endedon 31st March 2019.

SUMMARY OF FINANCIAL RESULTS

The Company's financial results for the year ended 31st March 2019 issummarized below: -

(Rs. In millions)

Particulars For the year ended March 31 2019 For the year ended March 31 2018
I. Revenue from operations 3977.19 3442.00
II. Other Income 75.93 411.25
III. Total Income(I+II) 4053.12 3853.25
IV. Expenses
Networks operation Expenditure 3067.11 2547.41
Employee Benefits Expenses 421.67 502.19
Sales & Marketing Expenditure 159.71 159.86
Finance Cost 1019.51 949.41
Depreciation and Amortization 291.83 565.05
Expenses
Other Expenses 370.46 502.87
Total Expenses 5330.29 5226.80
V. Profit/(Loss) before exceptional and extraordinary items and tax (III-IV) (1277.18) (1373.55)
VI. Exceptional Item - 1626.10
VII. Profit/(Loss) before extraordinary items and tax (V-VI) (1277.18) (2999.65)
VIII. Income Tax expenses
(1) Current Tax -
(2) Deferred Tax -
IX. Profit (Loss) for the period from continuing operations (VII-VIII) (1277.18) (2999.65)
X. Profit/(Loss) from discontinued operations -
XI. Tax Expenses of discontinued operations -
XII. Profit/(Loss) From the discontinued operations (After Tax) (X-XI) -
XIII. Profit /(Loss) for the period(IX+XII) (2999.65)
XIV. Other Comprehensive Income
(A) Items that will not be reclassified to Profit/(loss)
Re-measurement gain/(loss) on defined benefits plans (11.41) (3.58)
(B) Items that will be reclassified to profit/(loss)

-

Other Comprehensive Income (After Tax) (11.41) (3.58)
XV. Total Comprehensive Income (1288.59) (3003.23)

FINANCIAL PERFORMANCE REVIEW

The Company's operating revenue has improved by 15.54% from Rs. 3442.00 million in2017-18 to Rs. 3997.19 million in FY 2018-19 and also the Company has sustained anoperating loss of Rs. 1277.18 million during the financial year 2018-19 against Rs.1373.55 million for the financial year 2017-18.

Total expenses during 2018-19 have remained stagnant at Rs. 5330.29 million against Rs.5226.80 in the previous year.

BUSINESS OPERATIONS

Your Company holds Unified License (UL License) and ISP Licence Category-A forproviding Telephony Services in the Punjab Telecom Service Area comprising of the State ofPunjab Union Territory of Chandigarh and Panchkula Town of Haryana.

GSM Business of the Company was in continuous losses which increased further due tolaunch of 4G services by leading competitors in the market who are offering free talktime and data so in order to sustain and curtail the losses the GSM business has beendiscontinued during the Financial Year 2016-17.

Currently the Portfolio of services provided by the Company includes Fixed Voice(Landline) services DSL (Internet) services and Leased Line services in the PunjabTelecom Circle.

The Company provides broadband services through its fiber optic cable laid acrossPunjab and the Company has also entered into co-location agreements with other operatorsin order to expand its network.

As at 31.03.2019 the Company had a total subscriber base of 221854 customers.

MARKETING INITIATIVES

During the year various marketing initiatives were taken in order to enhance the brandvisibility through various programs such as Dil da connection (free Broadband for 1 yearcontest) Net Champs etc in order to connect to and reach out to a larger segment of thepopulace especially the younger segment of society.

CORPORATE DEBT RESTRUCTURING SCHEME (CDR SCHEME)

The Corporate Debt Restructuring Cell (CDR Cell) had vide its letterno.CDR(JCP)563/2009-10 dated August 13 2009 approved a Corporate Debt RestructuringPackage (CDR Package) for the company in order to write off the losses and also to enablethe company to service its debts. As of March 31 2019 the Company has duly complied withall the terms and conditions as stipulated in the CDR Package.

However due to continuous losses and financial constraints the Company hasdefaulted/delayed in the interest payments accrued towards Lenders on account of SecuredNon-Convertible Debentures (NCDs) issued to Lenders as per CDR terms for the period endedMarch 31 2019 and principal repayment of Secured NCDs accrued for the period ended March31 2019 and till the date of signing of this report.

The Company is in discussion with the Lenders for the appropriate recourse in thematter.

EQUITY SHARE CAPITAL AND LISTING OF SHARES

The paid-up Equity share capital of the Company is Rs. 612260268/- comprising of612260268 equity shares of Re. 1/- each. The Company's shares are listed on BSE Limitedand are actively traded.

The Company has not issued any new securities during the year under review.

MATERIAL CHANGES

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year of the Company i.e. 31st March2019 and till the date of signing of this Report i.e. August 9 2019.

Further there were no significant and material orders passed by the regulators orcourts or tribunals impacting the going concern status and Company's operations in future.

DIVIDEND

As on 31.03.2019 the Company had accumulated losses. Your Directors therefore havenot recommended any dividend for the financial year 2018-19.

TRANSFER TO RESERVES

During the year under review no amount has been transferred to reserves.

FIXED DEPOSITS

Your Company has not accepted / renewed any deposits within the meaning of Section 73of the Companies Act 2013 and as such no amount of principal or interest was outstandingas on the Balance Sheet date.

HUMAN RESOURCE DEVELOPMENT

Human resource is considered as the most valuable of all resources available to theCompany. The Company continues to lay emphasis on building and sustaining an excellentorganization climate based on human performance. The Management has been continuouslyendeavouring to build high performance culture on one hand and amiable work environment onthe other hand.

Company has focused on identifying internal talent and nurtures them through theculture of continuous learning and development thereby building capabilities for creatingfuture leaders. Regular innovative programs for learning and development are also drawn upconstantly in order to create an encouraging and conducive work environment for empoweringthe employees at all levels and maintaining a well structured reward and recognitionmechanism. The Company encourages its employees to strengthen their entrepreneurial skillsin order to enhance the Organization's productivity and creativity.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company being in the telecommunications sector is not involved in carrying on anymanufacturing activity; accordingly the information required under Section 134(3)(m) ofthe Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 with respect toConservation of Energy Technology Absorption and Foreign Exchange earnings/outgo are notapplicable.

However the following information would give adequate idea of the continuous effortsmade by the Company in this regard:

(i) Energy Conservation:

(a) Electricity is used for the working of the Company's telephone exchanges and othernetwork infrastructure equipment. The Company regularly reviews power consumption patternsacross its network and implements requisite changes in the network or processes in orderto optimize power consumption and thereby achieve cost savings.

(b) Reduction in the running of the Diesel Generator (DG) Sets during power cuts it itsvarious tower sites.

(ii) Technology Absorption: The Company has not imported any technology. The Companyhas not yet established separate Research & Development facilities.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year there were no foreign exchange earnings; the total foreign exchangeoutgo was to the tune of Rs. 117.28 millions which was on account of Import of CapitalEquipment finance charges and travel expenses.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in Form MGT-9 is provided inAnnexure-1 which forms part of this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is appended as Annexure-2 to the Board's Report.

Further there are no employees drawing remuneration in excess of the threshold limitsin terms of Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

The remuneration paid to all Key Managerial Personnel is in accordance withremuneration policy adopted by the Company.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADQUECY

The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis which forms part of this report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including Directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of Section 177(9) of theCompanies Act 2013 and the Regulation 22 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (URL: http://www.connectzone.in/corporate_governance.php).

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formulated a Policy on Related PartyTransactions and the same is posted on the Company's URL: http://www.connectzone.in/corporate_governance.php

Information on transaction with related parties pursuant to Section 134(3)(h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 is not provided sincethere are no transactions with related parties during financial year 2018-19 Exceptpayment of remuneration to the Key Managerial Personnel.

CORPORATE SOCIAL RESPONSIBILTY

In terms of the provisions of Section 135 read with Schedule VII and the Rule madethereunder every Company having net-worth of Rs. 500 Crore or turnover of Rs.1000 Croreor Net Profit of Rs.5 Crore is required to constitute Corporate Social ResponsibilityCommittee. The Company does not meet any of the above criteria. As such the Company is notrequired to constitute Corporate Social

Responsibility Committee and comply with the requirements of Section 135 read withSchedule VII and the Rules made thereunder.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 134(3)(g) of the Companies Act 2013 particularsof Loans/guarantee/investments/securities given under Section 186 of the Act are given inthe related notes to the Financial Statements forming part of the Annual Report.

BOARD EVALUATION

One of the key functions of the Board is to monitor and review the Board evaluationframework. In compliance with the provisions of the Companies Act 2013 and the ListingRegulations the HR and Nomination Committee has approved the process format attributesand criteria for the performance evaluation of the Board Board Committees and IndividualDirectors.

The process provides that the performance evaluation shall be carried out on an annualbasis. During the year the Directors completed the evaluation process which includedevaluation of the Board as a whole Board Committees and individual Directors.

Performance of the Board and Board Committees was evaluated on various parameters suchas structure composition quality diversity experience competencies performance ofspecific duties and obligations quality of decision-making and overall Boardeffectiveness.

Performance of individual Directors was evaluated on parameters such as meetingattendance participation and contribution engagement with colleagues on the Boardresponsibility towards stakeholders and independent judgments. All the directors weresubject to peer-evaluation.

All Directors participated in the evaluation process. The results of evaluation werediscussed in the Independent Director's meeting held on 8th February 2019. TheBoard noted the suggestions / inputs of independent directors and Recommendations arisingfrom this entire process were deliberated upon by the Board to augment its effectivenessand optimize individual strengths of the Directors.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry. The familiarization programme adopted by the Companyis posted on the website of the Company's URL:http://www.connectzone.in/corporate_governance.php

REMUNERATION POLICY FOR THE DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In terms of the provisions of Section 178(3) of the Act and under Regulation 19 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Nomination& Remuneration Committee (NRC) is responsible for formulating the criteria fordetermining qualification positive attributes and independence of Directors. The NRC isalso responsible for recommending to the Board a policy relating to the remuneration ofthe Directors Key Managerial Personnel and other employees.

In line with this requirement the Board has adopted the Policy relating to theremuneration of the Directors Key Managerial Personnel and other employees and the samehas been disclosed in the Corporate Governance Report which forms part of the Directors'Report. The same is also available on the Company's website URL:http://www.connectzone.in/corporate_governance.php

NUMBER OF MEETING OF THE BOARD

Four Meetings of the Board were held during the year. For details of the meetings ofthe Board please refer to the Corporate Governance Report which forms part of thisreport.

THE DETAILS OF DIRECTORS WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Mr. Arvind R Somani Independent Director ceased to be a Director of the Company due toresignation w.e.f. November 3rd 2018. Mr. Dinesh A Kadam was appointed as anAdditional independent Director w.e.f. December 13th 2018 for a period of fiveyears subject to regularization by the shareholders of the Company at the ensuing AnnualGeneral Meeting.

Mr. Vinay Kumar Monga Independent Director also ceased to be a Director of the Companydue to resignation w.e.f. May 24th 2019.

In terms of the provisions of Section 152 (6) of the Companies Act 2013 and the Rulesmade there under Ms. Mitu Mehrotra Goel Director retires by rotation and being eligiblehas offered herself for re-appointment. The Board recommends her re-appointment at theensuing Annual General Meeting.

A brief profile of Directors seeking confirmation/appointment nature of expertise inspecific functional area name of other companies in which they holds Directorship(s) andMembership(s)/ Chairmanship(s) of the Committees of the Board of Directors and theparticulars of the shareholding as stipulated under Regulation 36 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of the Notice.

During the year the non-executive director of the Company had no pecuniaryrelationship or transactions with the Company.

THE DETAILS OF KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THEYEAR

During the financial year there was no change in the Key managerial Personnel of theCompany. Further no changes took place in Key Managerial Personnel for the period 1stApril 2019 till the date of signing of Board Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors of the CompanyConfirming that they meet with the criteria of independence as prescribed under section149 of the Companies Act 2013 and Regulation 25 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Independent Directors have also confirmedthat they have complied with the Company's Code of Conduct.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rulesframed thereunder the Company had on 30th September 2014 appointed M/sKhandelwal Jain & Co. Chartered Accountants (Firm Registration No.105049W) asStatutory Auditors of the Company for a period of 5 years from the conclusion of SixtySeventh (67th) Annual General Meeting of the Company until the conclusion ofSeventy Second (72nd) Annual General Meeting of the Company. They haveexpressed their inability to continue as the Statutory Auditors of the Company.

M/s. Khandelwal Jain & Co. Chartered Accountants Mumbai have served as Auditorsof the Company since FY 2010-11 and the Board takes this opportunity and place on recordits sincere appreciation for the valuable guidance and support of M/s. Khandelwal Jain& Co. during their tenure as Statutory Auditors of the Company.

The Board has recommended the appointment of M/s. SGN & Co. Chartered Accountants(Firm Registration No. 134565W) Mumbai as Statutory Auditors of the Company from theconclusion of the ensuing Seventy Second (72nd) Annual General Meeting of theCompany until the conclusion of the Seventy Seventh (77th) Annual GeneralMeeting Subject to the approval of the shareholders in the ensuing Annual GeneralMeeting on such remuneration as may be fixed by the Board of Directors of the Company inconsultation with the Statutory Auditors.

COST AUDITOR

The Central Government had directed vide its order no. 52/26/CAB- 2010 dated 6thNovember 2012 to conduct a Cost Audit in respect of the specified products viz.Telecommunication Industry.

The Board of Directors of the Company had appointed M/s Sanjay Gupta & Associatesas Cost Auditor of the Company for the financial year 2018-19. The Cost Auditors havesubmitted their report and the same shall be filed with the Registrar of the Companieswithin the specified timeline.

The Board of Directors of the Company has again accorded its approval for theappointment of M/s Sanjay Gupta & Associates Cost Accountants New Delhi as the CostAuditor of the Company to conduct audit of the Cost Accounting Records maintained by theCompany for the financial year commencing on 1st April 2019 and ending on 31st March2020 subject to the approval of the Central Government if any.

In accordance with the provisions of Section 148 of the Companies Act 2013 read withthe Companies (Audit & Auditors) Rules 2014 the remuneration payable to the CostAuditor has to be ratified by the members of the Company. Accordingly consent of theMembers is sought by way of an Ordinary Resolution for ratification of the remunerationamounting to Rs.70000/- (Rupees Seventy Thousands Only) plus applicable service tax andout of pocket expenses payable to the Cost Auditors for financial year commencing on 1stApril 2018.

In compliance with the provisions of the Companies (Cost Audit Report) Rules 2011 andGeneral Circular No. 15/2011 issued by Government of India Ministry of Corporate AffairsCost Audit Branch we hereby submit that the Company has filed the Cost Audit Report forthe financial year ended on 31st March 2018 within the prescribed timeline.

SECRETARIAL AUDITOR AND ANNUAL SECRETARIAL COMPLIANCE

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed M/s B. K. Gupta & Associates (CP No. 5708: FCS: 4590) Practicing CompanySecretary to undertake the secretarial audit of the company for the financial year2018-19. The Secretarial Auditor has submitted the Report on the Secretarial Auditconducted by him for the financial year 2018-19 which forms part of the Board's Report asAnnexure- 3.

The Report does not contain any qualification reservation or adverse remark.

The Board has again appointed M/s B. K. Gupta & Associates Practicing CompanySecretary to undertake the secretarial audit of the company for the financial year2019-20.

In terms of Circular No. CIR/CFD/CMD1/27/2019 dated February 08 2019 issued bySecurities Exchange Board of India (SEBI) the Company has also submitted the AnnualSecretarial Compliance issued by M/s B. K. Gupta & Associates with the Stock Exchangewithin the stipulated timeline.

INTERNAL AUDITORS

M/s Ernst and Young performs the duties of internal auditors of the Company and theirreport is reviewed by the Audit Committee from time to time.

AUDIT COMMITTEE

In compliance with the provisions of Section 177 of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasconstituted an Audit Committee. The composition scope and powers of the Audit Committeetogether with details of meetings held during the year under review forms part of theCorporate Governance Report.

The recommendations of the Audit Committee are accepted by the Board.

RISK MANAGEMENT POLICY

The Company has an elaborate Risk Management policy which is designed to enable risksto be identified assessed and mitigated appropriately. This policy seeks to createtransparency minimize adverse impact on the business objectives and enhance the Company'scompetitive advantage. The policy defines the risk management approach across theorganization at various levels including documentation and reporting. The Company hasidentified various risks and also has mitigation plans for each risk identified.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As of March 31 2019 there were no amounts eligible for transfer to the InvestorEducation and Protection Fund (IEPF) of the Central Government in terms of the provisionsof Section 125 of the Companies Act 2013.

SUBSIDIARY COMPANIES

As of March 31 2019 the Company has no subsidiary company; hence the information inAOC-1 pursuant to the provisions of Section 129(3) of the Companies Act 2013 is notapplicable.

JOINT VENTURES/ASSOCIATE COMPANIES

As of March 31 2019 the Company is an Associate Company of Quadrant EnterprisesPrivate Limited. However there are no Joint Ventures of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March 2019 the Company has no subsidiary Company and the consolidatedfinancial statements has not been compiled. Hence the provisions relating toconsolidation of accounts is not applicable to the Company.

STATUTORY AUDITORS' REPORT

The Statutory Auditors of the Company M/s Khandelwal Jain & Co. CharteredAccountants have submitted the Auditors' Report which has the following observation onStandalone Financial Statements for the period ended March 31 2019.

MANAGEMENT'S EXPLANATION TO THE AUDITORS' QUALIFICATIONS/OBERSERVATIONS: -

1) Auditors' Qualification in the Standalone Auditor's Report

Basis of Qualified Opinion:-

As stated in Note 40 of financial statements balances of some of the trade payabletrade receivable other liabilities advances and security deposits are subject toconfirmations reconciliation and adjustments if any. The effect of the same isunascertainable and hence the consequential cumulative effect thereof on loss includingother comprehensive income for the year assets liabilities and other equity isunascertainable.

Qualified Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us except for the possible effect of the matter described in the Basis forqualified Opinion in paragraph above the aforesaid Ind AS financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India including the IndAS of the financial position of the Company as at 31 March 2019 and its financialperformance including other comprehensive income its cash flows and the changes in equityfor the year ended on that date.

Management's Explanations to the Auditor's Qualification in the Standalone Auditor'sReport

The Company is in process of reconciliations / adjustments if any on its balances ofsome of the trade payable trade receivable other liabilities advances and deposits. Therequisite accounting effect if any will be given upon such reconciliation.

2) Auditors' Observation in the Standalone Auditor's Report

We draw attention to Note 41 to the financial statements the Company has incurred anet loss of Rs. 1288587268 during the year the accumulated losses as at March 31 2019amounted to Rs. 18891598775 resulting in the erosion of its net worth and has currentliabilities in excess of current assets by Rs 6644241761 as at March 31 2019. Thesefactors raise doubts that the Company will not be able to continue as a going concern. Themanagement is confident of generating cash flows from continue business operations throughincreasing subscribers' base and with the support of significant shareholders to fund itsoperating and capital fund requirements. In view of the above the financial statementshave been prepared on a going concern basis. Our report is not qualified in respect ofthis matter.

Management's Explanations to Auditors' Observation in the Standalone Auditor's Report

The accumulated losses of the Company as at March 31 2019 are more than fifty percentof its net worth as at that date. The losses are due to declining market of the fixed linebusiness and high operating costs. The management is confident of generating cash flowsfrom business operations through increasing subscribers' base and other value addedservices and reducing losses gradually. Further with the support of significantshareholders to fund its operating and capital expenditure. Management is confident ofmeeting its funds requirement.

3) Auditors' Observation in the Annexure to the Standalone Auditor's Report

Point No. VIII of the Annexure to Auditor's Report which summarizes the basis ofQualification "According to the information and explanations given to us and recordsexamined by us the Company has defaulted in repayment of dues to banks / debentureholders as follows:

A. Amount Outstanding as at 31st March 2019 and not paid till date

Amount of Default as on March 31 2019

Delay/Default (In days)

Principle Interest Principle Interest
IDBI Bank 352334416 368101164 30-607 Days 30-607 Days
Kotak Mahindra Bank 7934705 10693693 30-181 Days 30-181 Days
Life Insurance Corporation of India 79246620 89016744 30-729 Days 30-788 Days
State Bank of India 26416720 29673579 30-729 Days 30-788 Days
Oriental Bank of Commerce 79250160 89020733 30-729 Days 30-788 Days
Total 545182621 586505912

Further amount defaulted during the year and paid before the Balance Sheet date are asunder:

B. Amount paid before the year end

Amounts

Delay/Default (In days)

Principle Interest Principle Interest
Kotak Mahindra Bank 10562700 10552455 85-89 Days 85-89 Days
Total 10562700 10552455

Management's Explanations to Auditors' observation in the Annexure to the StandaloneAuditor's Report

Due to continuous losses and financial constraints the Company has defaulted/ delayedthe interest payments accrued towards Lenders on account of Secured Non-ConvertibleDebentures (NCDs) issued to Lenders as per CDR terms for the period ended March 31 2019and principal repayment of Secured NCDs accrued for the period ended March 31 2019 andtill the date of signing of this report. The Company is in discussions with Lenders forappropriate recourse in the matter.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year under review theCommittee/Management has not received any complaint related to Sexual Harassment.

POLICY ON PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations 2015 the Company hasframed a) Code of Internal Procedures and Conduct for Regulating Monitoring and Reportingof Trading by Insiders and b) Code of Fair Disclosure. The Company's Code inter aliaprohibits purchase and/or sale of shares of the Company by an insider while in possessionof unpublished price sensitive information in relation to the Company and also duringcertain prohibited periods. Both the Codes are available at the website of the Company.

CORPORATE GOVERNANCE

The Company is committed to maintained highest standards of Corporate Governance. Thedetail report on Corporate Governance Management Discussion and Analysis Report as wellas Corporate Governance Compliance Certificate are attached pursuant to the requirementsof Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and forms part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134 of the Act the Directorsstate that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) The Directors has selected such accounting policies and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the financial year andof the Profit and loss of the Company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively;

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors wish to express their gratitude for the wholehearted support receivedthroughout the year from the Department of Telecommunications Financial InstitutionsBanks Lenders and the various Central and State Government Departments BusinessAssociates Shareholders and Subscribers.

The Directors also extend their appreciation to the employees for their continuingsupport and unstinting efforts in ensuring an excellent all round operational performance.

For and on behalf of the Board of Directors

Mitu Mehrotra Goel Babu Mohanlal Panchal
Place: Gurgaon Director Director
Date: August 9 2019 (DIN: 05188846) (DIN: 01806193)