Your Directors are pleased to present the 74th (Seventy Fourth) AnnualReport together with the Audited Accounts and Auditors Report for the Financial Year endedon 31st March 2021.
SUMMARY OF FINANCIAL RESULTS
The Company's financial results for the year ended 31 st March 2021 issummarized below: -
|Particulars ||For the year ended March 31 2021 ||For the year ended March 31 2020 |
|I. Revenue from operations ||4289.33 ||4572.80 |
|II. Other Income ||47.42 ||78.34 |
|III. Total Income(I+II) ||4336.75 ||4651.14 |
|IV. Expenses || || |
|Networks operation Expenditure ||3182.12 ||3480.28 |
|Employee Benefits Expenses ||459.79 ||398.98 |
|Sales & Marketing Expenditure ||313.42 ||212.70 |
|Finance Cost ||1117.29 ||1093.51 |
|Depreciation and Amortization ||276.53 ||309.67 |
|Expenses || || |
|Other Expenses ||247.36 ||291.21 |
|Total Expenses ||5596.51 ||5786.35 |
|V. Profit/(Loss) before exceptional and extraordinary items and tax (III-IV) ||(1259.76) ||(1135.21) |
|VI. Exceptional Item ||1701.77 ||(669.97) |
|VII. Profit/(Loss)before extraordinary items and tax (V-VI) ||(2961.53) ||(465.24) |
|VIII. Income Tax expenses ||- ||- |
|IX. Profit (Loss) for the period from continuing operations (VII-VIII) ||(2961.53) ||(465.24) |
|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) ||(2961.53) ||(465.24) |
|XIV. Other Comprehensive Income || || |
|(A) Items that will not be reclassified to Profit/(loss) ||2.16 ||(1.30) |
|(B) Items that will be reclassified to profit/(loss) || || |
|Other Comprehensive Income ||2.16 ||(1.30) |
|(After Tax) || || |
|XV. Total Comprehensive Income ||(2959.37) ||(466.54) |
The Company's operating revenue was Rs. 4289.33 million against Rs. 4572.80 million in2019-20 and also the Company has sustained an operating loss of Rs. 1259.76 million duringthe financial year 2020-21 against Rs. 1135.21 million for the financial year 2019-20.
Total expenses during 2020-21 have marginally decreased by 3.28 % to Rs. 5596.52million against Rs. 5786.35 million in the previous year.
Your Company holds Unified License (UL License) and ISP Licence
Category-A (valid till 2035) for providing Telephony Services in the Punjab TelecomService Area comprising of the State of Punjab Union Territory of Chandigarh andPanchkula Town of Haryana. Currently the Portfolio of services provided by the Companyincludes Fixed Voice (Landline) services DSL (Internet) services and Leased Line servicesin the Punjab Telecom Circle. The Company also operates in Bulk SMS segment.
The Company provides broadband services and the Company has also entered intoco-location agreements.
As at 31.03.2021 the Company had a total subscriber base of 216428 customers.
CORPORATE DEBT RESTRUCTURING SCHEME (CDR SCHEME)
The Corporate Debt Restructuring Cell (CDR Cell) had vide its letter no.CDR(JCP)563/2009-10 dated August 13 2009 approved a Corporate Debt Restructuring Package(CDR Package) for the company in order to write off the losses and also to enable thecompany to service its debts.
Due to continuous losses and financial constraints the Company has defaulted/delayedin the 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 2021and principal repayment of Secured NCDs accrued for the period ended March 31 2021 andtill the date of signing of this report. The Company has also not been able to createCapital Redemption Reserve in terms of the provisions of Section 55 (2) (a) and (c) of the
Companies Act 2013 since there are no profits available for the same.
However the Company is regularly serving interest with regards to the working capitallimits.
The Company is in discussion with the Lenders for the appropriate recourse in thematter and the Lenders are at an advanced stage of restructuring the debt structure of theCompany.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of Business of the Company during the period underreview.
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 yearunder review.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the financial year under review the Hon'ble Supreme
Court in its subsequent judgment on AGR vide dated September
1 2020 reaffirmed that the demand raised by the DoT stated in its modificationapplication as final and no dispute or re-assessment shall be undertaken. In additionHon'ble Supreme Court directed that the Telecom operators shall make a payment of 10% ofthe total dues as demanded by DoT by March 31 2021 and remaining dues in yearlyinstallments commencing April 1 2021 till March 31 2031 payable by March 31 of everysucceeding financial year.
In compliance of the said order of the Hon'ble Supreme Court the Company has paid toDoT 10% of the total dues amounting Rs. 1892.00 Lakh by way of adjustment from surplus /excess ISP License fee amounting to Rs. 2457.81 Lakh already deposited with DoT assessedby DoT vide its letter dated 20-06-2017.
Above payment of 10% of dues has also been confirmed by DoT in its affidavit dated07-04-21 filed before Hon'ble Supreme Court.
MATERIAL CHANGES OCCURED BETWEEN THE DATE OF END OF THE FINANCIAL YEAR AND THE DATE OFTHE BOARD REPORT
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 March2021 and till the date of signing of this Report i.e. August 13 2021.
As on 31.03.2021 the Company had accumulated losses. Your Directors therefore havenot recommended any dividend for the financial year 2020-21.
TRANSFER TO RESERVES
During the year under review no amount has been transferred to reserves.
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
The Company offers a dynamic work environment where its employees benefit from workingwith other innovators driving meaningful change together both for its customers and the
Company. The Company's compensation and employee benefit practices are designed to becompetitive in the respective geographies where we operate. Employee relations continue tobe harmonious at all our locations. Professionals are our most important assets. We arecommitted to hiring and retaining the best talent. For this we focus on promoting acollaborative transparent and participative organization culture and rewarding merit andsustained high performance including shifting of Manpower from vendor roll to Company'sroll to keep the junior manpower in high spirit. Our human resource management focuses onallowing our employees to develop their skills grow in their career. Moreover Companyendeavors to shift junior employees from vendor's roll to the Company's roll to reduce thechurn of the junior manpower of the Company.
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 are not applicable. However the followinginformation would give adequate idea of the continuous efforts made by the Company in thisregard:
(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. TheCompany has not yet established separate Research & Development facilities.
(iii) Foreign Exchange Earnings And Outgo:
During the year there were no foreign exchange earnings; the total foreign exchangeoutgo was to the tune of Rs. 9.67 millions which was on account of Import of ConsumableItems and finance charges.
In accordance with the Companies Act 2013 the annual return in the prescribed formatis available at www.connectzone.in
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-1 to the Board's Report.
Particulars of remuneration of employees required to be furnished in terms of Rules5(2) and 5(3) of the said Rules forms part of this Report which shall be provided toMembers upon written request pursuant to the second proviso of Rule 5. Particulars ofremuneration of employees are available for inspection by Members at the registered officeof the Company during business hours on all working days up to the date of the forthcomingAGM.
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 Section 188 of the Act and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has formulated a Policy onRelated Party Transactions 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 2020-21 exceptpayment of remuneration to the Chief Financial Officer and Company Secretary.
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 Responsibility Committee. The Companydoes not meet any of the above criteria. As such the Company is not required to constituteCorporate Social Responsibility Committee and comply with the requirements of Section 135read with Schedule 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.
Pursuant to the provisions of the Act and SEBI Listing Regulations the Board ofDirectors has carried out an annual evaluation of its own performance board committeesand individual directors. Performance of the Board and individual directors was evaluatedby the Board after seeking inputs from all the directors on the basis of criteria such asthe board composition and structure experience effectiveness of board processes qualityof decision making information and functioning etc.
Performance of the committees was evaluated after seeking inputs from the committeemembers on the basis of criteria such as the composition of committees effectiveness ofcommittee meetings etc. In a separate meeting held on February 12 2021 of independentdirectors performance of non-independent directors and the Board as a whole wasevaluated taking into account the views of non-executive directors. All Directorsparticipated in the evaluation process. The Board noted the suggestions / inputs ofindependent directors and Recommendations arising from this entire process weredeliberated upon by the Board to augment its effectiveness and optimize individualstrengths 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 beingand faced by the industry. The familiarization programme adopted by theCompany is 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 is also responsible for recommending to the Board a policy relatingto the remuneration of the 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 same has been disclosed in the CorporateGovernance Report which forms part of the Directors' Report. The same is also availableon the Company's website URL: http://www.connectzone.in/corporate_governance.php
NUMBER OF MEETINGS 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
Mrs. Mitu Mehrotra Goel Non-executive Director ceased to be a Director of the Companydue to resignation w.e.f. August 28 2020. Mrs. Anushka J. Vagal was appointed as anAdditional Director w.e.f. November 20 2020 subject to regularization by the shareholdersof the Company at the ensuing Annual General Meeting.
There is no Non-executive Director on the Board accordingly in terms of the provisionsof Section 152 (6) of the Companies Act 2013 and the Rules made there under none of theDirectors retire by rotation.
A brief profile of Director 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 pecuniary relationshipor 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 the Company. Further no changes took place in Key Managerial Personnelduring the period commencing 1st April 2021 till the date of signing of BoardReport.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all Independent
Directors of the Company Confirming that they meet with the criteria of independenceas prescribed under section 149 of the Companies Act 2013 read with sub-rule (3) of Rule6 of the
Companies (Appointment and Qualification of Directors) Rules 2014 and Regulation 25 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. TheIndependent Directors have also confirmed that they have complied with the Company's Codeof Conduct. In the opinion of the Board the Independent Directors integrity forpossessrelevant expertise experience proficiency the appointment as IndependentDirectors.
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rulesframed thereunder the Company had on 20th September 2019 appointed M/s. SGN& Co. Chartered Accountants Mumbai as Statutory Auditors (Firm Registration No.134565W) as Statutory Auditors of the Company for a period of 5 years from the conclusionof Seventy Second (72nd) Annual General Meeting of the Company until theconclusion of Seventy Seventh (77th) Annual General Meeting of the Company.
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 & Associates as Cost Auditor of the Company for the financial year 2020-21.The Cost Auditors have submitted their report and the same shall be filed with theRegistrar of the Companies within 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 CostAuditor of the Company for the financial year commencing on1 st April 2021and ending on 31st March 2022 subject to the approval of the CentralGovernment if any. risks
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 2021. In compliance with the provisions of the Companies (Cost Audit Report) Rules2011 and General Circular No. 15/2011 issued by Government of India Ministry of CorporateAffairs Cost Audit
Branch we hereby submit that the Company has filed Audit Report for the financialyear ended on 31 st March 2020 with the Registrar of Companies within theprescribed 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 year2020-21. The Secretarial Auditor has submitted the Report on the Secretarial Auditconducted by him for the financial year 2020-21 which forms part of the Board's Report asAnnexure - 2 and the same contains no qualification/ adverse remarks.
The Board has again appointed M/s BK Gupta & Associates Practicing CompanySecretary to undertake the secretarial audit and to issue the Annual SecretarialCompliance pursuant to Regulations 24A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 of the Company for the Financial year 2021-22. In terms ofCircular No. CIR/CFD/CMD1/27/2019 February 08 2019 issued by Securities Exchange Boardof India (SEBI) read with Regulations 24A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has also submitted the Annual SecretarialCompliance issued by M/s B. K. Gupta & Associates with the Stock Exchange within thestipulated timeline.
M/s Ernst and Young perform the duties of internal auditors of the Company and theirreport is reviewed by the Audit Committee from time to time.
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 formed a Risk Management Policy for monitoring and reviewing the riskmanagement plan and ensuring its effectiveness. The policy defines the risk managementapproach across the organization at various levels including documentation and reporting.The Audit Committee has additional oversight in the area of financial risks and controls.The major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuous basis. and decisions The Board regularlyreviews the significant that could have a material impact on the Company. These reviewsconsider the level of risk that Company is prepared to take in pursuit of the businessstrategy and the effectiveness of the management controls in place to mitigate the riskexposure.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
As of March 31 2021 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 the Cost
As of March 31 2021 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 2021 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 2021 the Company has no subsidiary Company and the consolidatedfinancial statements has not been compiled.
Hence the provisions relating to consolidation of accounts is not applicable to theCompany.
STATUTORY AUDITORS' REPORT
The Statutory Auditors of the Company M/s. SGN & Co. Chartered AccountantsMumbai as Statutory Auditors have submitted the Auditors' Report which has the followingobservation on Standalone Financial Statements for the period ended March 31 2021.
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 No. 40 of the statements balances of some of the trade payableother liabilities advances and security deposits pertaining to erstwhile GSM business aresubject to confirmations reconciliation and adjustments if any. The effect of the sameis unascertainable and hence the consequential cumulative effect thereof on net lossincluding other comprehensive income for the year assets liabilities and other equity isunascertainable.
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 above paragraph the aforesaid financial statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2021its loss including other comprehensive loss changes in equity and its cash flows for theyear 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 no. 42 to the financial wherein the Company has incurred anet loss of Rs. 2959375788 during the year and the accumulated losses as at March 312021 amounted to Rs. 22317512974 resulting in the erosion of its net worth 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 subscriber' base and ARPU as well as through restructuring of bank loans alongwith the support of other stakeholders. Hence in view of the above the financialstatements have been prepared on a going basis. Our report is not qualified in respect ofthis matter.
Management's Explanations to Auditors' Observation in the Standalone Auditor'sReport
The accumulated losses of the Company as at March 31 2021 are more than fifty percentof its net worth as at that date. The losses are due to declining / Competitive market ofthe fixed line business and high operating costs. The management is confident ofgenerating cash flows from business operations through increasing subscribers' base andother value added services and reducing losses gradually. Further with the supportoperating and capital of significant expenditure. Management is confident of meeting itsfunds requirement. Moreover the Company is under advance stage of debt restructuring.
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 (including accrued intereston default amounts) to banks / debenture holders as follows:
|A. Amount Outstanding as at March 31 2021 and not paid till date ||Amount of Default as at March 31 2021 || ||Delay/Default (In days) || |
| ||Principal ||Interest ||Principal ||Interest |
|IDBI Bank ||1197869378 ||675459828 ||30 - 1339 Days ||31 - 1186 Days |
|Kotak Mahindra Bank ||71336265 ||38604275 ||31 - 913 Days ||30 - 913 Days |
|Life Insurance Corporation of India ||237739860 ||163006690 ||30 - 1461 Days ||31 - 1520 Days |
|State Bank of India ||79250160 ||54004690 ||30 - 1461 Days ||31 - 1520 Days |
|Punjab National ||237750480 ||165014045 ||30 - 1461 ||31 1520 |
|Bank (Earlier Oriental Bank of Commerce) || || ||Days ||Days |
|Total ||1823946143 ||1096089528 || || |
Further amount defaulted during the year and paid before the Balance Sheet date are asunder:
|B. Amount paid || |
Delay/Default (In days)
|before the year end ||Principal ||Interest ||Principal ||Interest |
|IDBI Bank ||- ||80000000 ||- ||1031-1211 |
| || || || ||Days |
|Kotak Mahindra Bank ||- ||1000000 ||- ||857-906 |
| || || || ||Days |
|Life Insurance ||- ||2000000 ||- ||1458-1513 |
|Corporation of India || || || ||Days |
|State Bank of India ||- ||1000000 ||- ||1464-1513 |
| || || || ||Days |
|Oriental Bank of ||- ||- ||- ||- |
|Commerce || || || || |
|Total ||- ||84000000 ||- ||- |
Management's Explanations to Auditors' observation in the concern Annexure tothe Standalone Auditor'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 2021and principal repayment of Secured NCDs accrued for the period ended March 31 2021 andtill the date of signing of this report. The Company is in discussions with Lenders forappropriate recourse in the matter.
DETAILS OF FRAUD REPORTED BY AUDITOR
No fraud is reported by auditors under section 143(12) of Companies Act 2013.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has zero tolerance for sexual harassment and has adopted a policy onprevention prohibition and redressal of sexual harassment in line with requirement of theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and complied with all provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 including constitution ofInternal Complaints Committee. All employees (permanent contractual temporary trainees)are covered under this policy. During the year under review the Committee/Management hasnot 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.
Integrity and transparency are key to our corporate governance practices to ensure thatwe gain and retain the trust of our stakeholders and maintaining high standards ofCorporate Governance has been fundamental to the business of your Company. A separatereport on Corporate Governance is provided together with the Management Discussion andAnalysis Report as well as Corporate Governance
Compliance Certificate pursuant to the requirements of Regulation
27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andforms part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act the Directors state 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
(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.
APPLICATION/PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016
During the year under review two operational Creditors (Rollout Vendors) of theCompany namely Kinetics Infotel Private Limited and Ascend Telecom Infrastructure PrivateLimited have each filed an application with National Company Law Tribunal
Mumbai branch for the recovery of a claim of Rs.2216894/- and Rs.10682614/-respectively. Both the cases have been listed and the Company is well prepared to defendboth the cases appropriately. The amounts involved in both the cases are not very huge andthe matters are expected to be resolved smoothly.
ONE TIME SETTLEMENT WITH ANY BANK
During the year under review the Company has executed One Time Settlement with HDFCBank Limited for the amount payable towards Cash Credit facility availed by the Company.However there has been no valuation done for the said purpose.
The Directors thank the Company's employees customers vendors investors and partnersfor their continuous support. The Directors also thank the Department ofTelecommunications Financial Institutions Banks Lenders and the various Central andState Government Departments Business Associates Shareholders and Subscribers. TheDirectors appreciate and value the contributions made by all our employees and theirfamilies for making the Company what it is.
| || |
For and on behalf of the Board of Directors
| ||Anushka J. Vagal ||Dinesh Kadam |
|Place: Mohali ||Director ||Director |
|Date: August 13 2021 ||(DIN: 08966439) ||(DIN: 08282276) |