annual report 2015-2016 - tcil

Annual Report 2015-16 I Telecommunications Consultants India Limited

1

Annual Report2015-2016

Telecommunications Consultants India Ltd.


2


3

ContentsPage Nos.

Board of Directors 4

Notice 6

Chairman’s Speech 11

Directors’ Report 15

Annexures to the Directors’ Report 33

Certificate on Corporate Governance 68

Certification/Declaration of Financial Statements by the 69

Chief Executive/Chief Finance Officer of the Company

Declaration regarding Compliance with the Code of Conduct 70

Auditors’ Report 72

Balance Sheet 79

Profit & Loss Account 80

Consolidated Financial Statements 121

Comments of C & AG 179

Highlights

2015-16 (Rs. In Million)

Turnover 13582

Profit before Tax 424

Net Worth 5183

Order Booking 20228

Foreign Exchange Earnings 404.70


4

Board of Directors

Shri AK GuptaChairman & Managing Director

and Director (Finance)

Shri Rajesh KapoorDirector (Technical)

Prof. Rekha JainNon-Official Director

(Independant Director)(w.e.f. 23.11.15)

Smt. Simmi R. NakraDirector (Govt. Nominee)

(upto 13.05.15)

Shri Rajiv GuptaDirector (Projects)

(w.e.f. 04.06.15)

Smt. Sumita PurkayasthaDirector (Govt.Nominee)

(w.e.f. 06.08.15)

Dr. K. Chandrashekhar Iyer Non-Official Director

(Independant Director)(upto 05.07.15)

Shri Shashi Ranjan KumarDirector (Govt.Nominee)


5

BOARD OF DIRECTORSChairman and Managing Director and Director (Finance)Shri Ajai Kumar Gupta

Directors Shri Rajesh Kapoor Shri Rajiv Gupta (w.e.f. 04.06.2015)Shri Shashi Ranjan KumarSmt. Sumita Purkaystha (w.e.f. 06.08.2015)Prof. Rekha Jain (w.e.f. 23.11.2015)Dr. K. Chandrashekhar Iyer (upto 05.07.2015)Smt. Simmi R. Nakra (upto 13.05.2015)Sh. Srikanta Panda (w.e.f. 13.05.2015 upto 07.07.2015)

Group General Manager (Finance & Company Secretary) Shri N. Jain Auditors

Statutory AuditorsM/s Hingorani M. & Co.,Chartered Accountants,35, Netaji Subhash Marg,Darya Ganj, New Delhi - 110002.

Branch AuditorsM/s Maqbool H Moosa,Yousuf Auditors,Muscat, Sultanate of Oman. M/s RSM Albazie & Co.Shuhada Street, P.O. Box 2115,Safat - 13022, Kuwait.

M/s Bit Associates,IE, Ground Floor, Buswell Avenue, St. Jean Road, Quatre, Bornes, Mauritius.

M/s Talal Abu – Ghazaleh & Co.,King Fahad Road, Olaya, Riyadh, Saudi Arabia. M/s Rashid Awaji,Certified Public Accountant,LIC.No.468, P.O Box: Building No. 6483,Unit No.1, A1- Olaya St.Zip Code 12271, Saudi Arabia. M/s Leone Consultants,Spiritus House, 8 a, Howe Street, Freetown,P.O. Box 1278,Bankers Rokel Commercial,Sierra Leone.

Bankers

Allahabad Bank, Nehru Place, New Delhi.

Axis Bank,C.R.Park, New Delhi.

Bank of Baroda,Nehru Place, New Delhi.

HDFC Bank,Green Park, New Delhi.

ICICI Bank,Connaught Place, New Delhi.

IndusInd Bank,Connaught Place, New Delhi.

Indian Overseas Bank,Nehru Place, New Delhi.

Punjab National Bank,New Delhi/Gurgaon.

Punjab & Sind Bank,Connaught Place, New Delhi.

State Bank of India,Overseas Branch,Connaught Place, New Delhi.

Vijaya Bank,Nehru Place, New Delhi.

Yes Bank,Chanakya Puri, New Delhi.

Canara Bank,Nehru Place, New Delhi.

IDBI Bank,Nehru Enclave, CC 22,Hotel Conclave Executive,Kalkaji, New Delhi – 110019.

Deutsche Bank,4th Floor, DLF Square, Jacaranda Marg,DLF Phase –II, Gurgaon – 122002.

Registered Office

TCIL Bhawan,Greater Kailash I, New Delhi – 110048.


6

TELECOMMUNICATIONS CONSULTANTS INDIA LIMITED TCIL BHAWAN, GREATER KAILASH - I, NEW DELHI – 110048.

CIN : U74999DL1978GOI008911

NOTICE

Notice is hereby given that the 38th Annual General Meeting of the members of the Company will be held on Thursday, the 22nd September, 2016 at 12:15 P.M. in TCIL Bhawan, Conference Room, Greater Kailash I, New Delhi – 110048 to transact the following business:-

Ordinary Business

1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements consisting of Balance Sheet, Statement of Profit & Loss and Cash Flow Statement for the year ended 31st March, 2016 together with the Director’s Report and Auditor’s Report thereon.

2. To declare dividend for the financial year 2015-16.3. To authorize the Board of Directors to fix Remuneration of the Statutory Auditors for the year 2016 -17.

Special Business

4. APPROVAL OF REMUNERATION PAYABLE TO COST AUDITORS.

To consider, and if thought fit, to pass with or without modification if any, the following resolution as an Ordinary Resolution:-

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the remuneration of Rs.80,000/- plus applicable taxes thereon payable to M/s Sanjay Gupta & Associates, Cost Auditors appointed by the Board of Directors of the Company on the recommendations of the Audit Committee, to conduct the audit of the cost records of the Company for the financial year 2016-17, be and is herby ratified.

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By order of the Board

(N.Jain) GGM(F&CS)New DelhiDate: 30.08.2016

To

1. All Members of the Company2. Statutory Auditors3. Secretarial Auditor4. Cost Auditor

NOTES

1. Pursuant to Section 102 of the Companies Act, 2013, an Explanatory Statement setting out material facts and reasons for the proposed special business is annexed herewith.

2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and a proxy need not be a member of the Company. A blank proxy form is enclosed herewith.

3. The route map of the venue of the meeting is also annexed.


7

TELECOMMUNICATIONS CONSULTANTS INDIA LIMITEDTCIL BHAWAN, GREATER KAILASH - I, NEW DELHI – 110048.

CIN : U74999DL1978GOI008911

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 4 APPROVAL OF REMUNERATION PAYABLE TO COST AUDITORS.

In accordance with the provisions of Section 148 of the Companies Act, 2013, your Company is required to appoint Cost Auditors to conduct audit of Cost Records of the Company. As per Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board shall appoint an individual who is a Cost Accountant in practice or a firm of Cost Accountants in practice as Cost Auditors on the recommendations of the Audit Committee, which shall also recommend remuneration for such cost audit and the remuneration so recommended by the Audit Committee shall be considered and approved by the Board of Directors and ratified subsequently by the Shareholders.

Accordingly, the Board of Directors in their meeting held on 19.08.2016 have appointed M/s Sanjay Gupta & Associates as Cost Auditors at a remuneration of Rs. 80,000/- plus applicable taxes thereon, on the recommendations of the Audit Committee. Now, the remuneration payable to M/s Sanjay Gupta & Associates is to be ratified by the Shareholders.

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the passing of this Resolution. The relevant documents are available for inspection by the members during working hours in the registered office of the Company.

The Directors recommend the aforesaid resolution for approval by Members as an Ordinary Resolution

By order of the Board

(N.Jain)

GGM(F&CS)

New Delhi

Date: 30.08.2016.


8

Form No. MGT-11

Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN :

Name of the Company :

Registered Office :

Name of the member(s) :

Registered address :

E-mail Id :

Folio No./Client Id :

DP ID :

I/we, being the member(s) of ……………………. Shares of the above named company, hereby appoint

1. Name: Address: E-mail ID: Signatures: …………………, or failing him…………

2. Name: Address: E-mail ID: Signatures: …………………

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the company, to be held on ...................., at ........................................................................and at any adjournment thereof in respect of such resolutions as are indicated below:

RESOLUTION NO. 1

To consider and discuss and adopt the Balance Sheet as at 31st March, 2016 and the Profit and Loss Account and Cash Flow Statement for the year ended on that date.


9

RESOLUTION NO.2

To declare a dividend

RESOLUTION NO.3

To authorize the Board of Directors to fix Remuneration of the Statutory Auditors for the year 2016-17.

RESOLUTION NO.4

To consider and, if thought fit, to pass with or without modification an Ordinary Resolution in connection with ratification of Remuneration payable to Cost Auditors.

Signed this day of August, 2016

Signatures of shareholder…………………………..

Signatures of Proxy holder(s)……………………………

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commence-ment of the Meeting


10

Rout

e M

ap o

f th

e ve

nue

of th

e M

eeting


11

Chairman’s Speech


12

CHAIRMAN’S SPEECH

Dear Shareholders,

I am glad to welcome you all on the occasion of 38th Annual General Meeting of your company. It is my pleasure to present the 38th Annual Report of your Company for the financial year 2015-16 along with highlights of achievements of the company, the Audited Annual Accounts, Directors’ Report, Independent Auditor’s Report and NIL Comments of C&AG. The copies of the same have already been circulated to you. With your kind permission, I take them as read.

THE ECONOMY AND INDUSTRY

Firstly, I will discuss about Industry scenario and the economic environment before taking up the Financial Performance of the company.

Indian GDP growth is the silver lining in the other-wise gloom world economy. India recorded a GDP of 7.6% in 2015-2016 with the last quarter of 2015-16 growth pegged at 7.9%. India, thus, remains the fastest growing economy in the world. With good monsoon in 2016-17, the GDP growth is expected to accelerate further. By the end of this decade, the GDP touching double digit is most likely.

Global telecommunication is in the midst of a signifi-cant transformational shift today. India is currently the second-largest telecommunication market and has the third highest number of internet users in the world.While 4G as a technology has stabilized, numerous possibilities in the era of M2M connectivity are fast appearing on the horizon, signaling exciting future pos-sibilities. Riding on increased smart phone penetration and next generation network roll-outs, exponential growth of data services remained the defining feature of incremental telecom growth in emerging markets during the year.

Telecom is clearly heading towards a data-centric fu-ture, which is destined to throw up its new set of op-portunities and challenges. As most of TCIL’s business comes from Telecom Projects, the growth/opportuni-ties in the Telecom Industry would drive the growth and new project volume for the company. Apart from this, opportunities exist in IT sector also through GOI focus on Digital India and e-Kranti.

PERFORMANCE HIGHLIGHTS

Your Company posted a strong Financial performance

and has achieved an all time high Turnover of Rs. 13582 Million during the year 2015-16 as compared to the previous year Turnover of Rs. 8315 Million. The Profit after Tax of your Company was Rs. 365 Million as against previous year’s figure of Rs. 214 Million. I am pleased to inform that TCIL continues to maintain its enviable track record.

Operating Turnover (Rs. Cr.)

2015-16 2014-15 2013-14 Standalone 1327.72 802.08 800.08 Group 2934.80 2259.29 2053.79

Profit Before Tax (PBT) (Rs. Cr.)

2015-16 2014-15 2013-14Standalone 42.37 23.78 20.03 Group 490.79 466.29 249.24

DIVIDEND

With the improved financial results of your Company this year, your Board has recommended dividend of 10% of the Profit after Tax for Financial Year 2015-16 amounting to Rs.3.65 Crores on the increased Capital base as against Rs.2.58 Crores paid during the last year subject to your approval at the Annual General Meeting.

PROJECTS

During the year, TCIL continued to implement the most prestigious Project of Pan-African e-Network. The Project was adjudged amongst the “Top 100 Projects in India” for the year 2016 and has been awarded “Skoch Order-of-Merit” Award. Pan African e-Network of TCIL has also been awarded


13

- In Kuwait, TCIL is executing the project of maintenance of Telecom Network for Ministry of Communications, Kuwait under a Three Years Contract Agreement in Four Governorates of Farwania, Jahra, Ahmadi & Mubarak-Al-Kabir.

- Also, TCIL, KSA in a major breakthrough has achieved a turnover of Rs. 2091.67 Million for the first time. In KSA, TCIL has been awarded work by all the 3 consortium working for RIYADH METRO project for reallocation of assets of MOBILY, ITC and STC

Apart from above, there are many other prestigious projects in the bag of TCIL, the details of which have been given in the Director’s Report.

Recently, TCIL has been awarded “India Image Enhancement Award” in Dainik Bhaskar’s 7th India Pride Awards 2015-16 for excellence in India Image Enhancement and creating a Global Brand.

MOU RATING

Your Company was rated ‘Very Good’ in its MOU Performance during the year 2014-15. However, this year, the company is expected to get ‘Excellent’ Rating in its evaluation under MOU.

FUTURE PLANS

As per the recommendations of SBI Capital Markets Ltd., Consultants appointed by TCIL to examine the long term business objectives of the company, TCIL looks forward to venture and focus on following new areas like Green Telecom, Digital India initia-tives, Cyber security and ICT Development, Smart cities, Homeland security projects, e-Kranti, Smart, Intelligent and Green Buildings, cloud services, Next Generation Wireless Services, Mobile applications, digitization in Govt. Departments and expansion in rural markets . TCIL is making efforts to secure the project of setting up of Application Development cen-

“Hermes Award” from European Institute for cre-ative studies and innovation.

Your Company is executing the NFS OFC Defence Network Project. The work is spread over states of Uttarakhand, Rajasthan and UP covering a total area of around 9500 km under various Army commands.

Your Company has been awarded Rural ICT-Hardware (RH) Project by Department of Posts, Ministry of Communications & IT, which is a part of the larger IT modernization project being undertaken by the Department of Posts.

Your Company is executing the project of Procurement, Supply, Trenching, Laying, Installation, Testing and Maintenance of OFC, PLB duct, Accessories, Optical Inventory Tool, Fibre Monitoring System, Fibre Intrusion Prevention System for Construction of OFC network on turnkey basis for Indian Navy.

Your Company has been awarded a PMC Work of Construction of Hospital, Medical College, boys and girls hostel, nurse hostel & residential complex by Ministry of Health & Family welfare, Govt. of Meghalaya.

Your company is executing the following prestigious project under ICT Scheme on BOOT Basis:

- Implementation of ICT@School for providing Computer Education in 591 Schools of Odisha on behalf of Department of Mass Education, ODISHA.

- Implementation of ICT@School for providing Computer Education in 1110 Government and Government Aided Schools across Delhi by Department of Education, Delhi.

Your Company is executing various other prestigious projects both in India and abroad. These include :

- Implementation of class room based video con-ferencing solution in 15 centers of National Institute of Fashion Technology (NIFT) across India

- TETRA based Radio Trunking System for MP Police, Ujjain project in which TCIL com-missioned the Digital Open Standard Radio Trunking System during the SIMHASTHA Mela 2016 and the same is running successfully.

- Implementation of 1600 Kms of OPGW cable on various links of J&K PDD in Jammu and Kashmir for Power Grid Corp. of India Ltd (PGCIL)

- Modernization & expansion of network and in-frastructure project in Sierra Leone for Sierra Leone Telecommunications Company Limited (Sierratel)

TCIL Kuwait receiving HSE Excellence Gold Award for the year 2015


14

tre planned by DOT.

TCIL has strong potential to emerge as a stable player in the competitive, technology and tariff driven market. It has the strong capability to adjust to rapid technological changes and to accelerate the innovation. The year ahead I believe will be the one when we consolidate and reinforce what we have achieved in recent years and see the results of the several projects and initiatives in each of the businesses that are currently underway.

CORPORATE GOVERNANCE

Your Company continuously strives for excellence through adoption of best governance and disclosure practices. Corporate Governance has always been intrinsic to the management of the business and affairs of our Company. The Company believes that good governance practices stem from the culture and mindset of the organisation.

TCIL has laid down a well-defined Code of Conduct for all the Board Members and Senior Management Personnel of the Company, which is also uploaded on the website of the Company. All Board Members and Senior Management Personnel have affirmed compliance to the Code of Conduct.

CORPORATE SOCIAL RESPONSIBILITY

TCIL is committed to conduct business in a socially, economically and environmentally responsible and sustainable manner, which enables the creation and distribution of wealth for the betterment of all its stakeholders, internal as well as external, through the implementation and integration of ethical systems and sustainable management practices.

During the year 2015-16, CSR project of Tele-education connecting 272 backward districts of country has been taken up covering design, development, procurement, installation and commissioning of the network and post commissioning operations and management of the Tele-education services. Also, TCIL has constructed a Science Lab along with high quality scientific equipments at Bhaktivedanta Gurukula and International Studies, Mathura

ACKNOWLEDGEMENT

I express my gratitude and acknowledgement to the Government of India, Department of Telecommunications, Telecom Commission, Comptroller and Auditor General of India, all our valuable clients in Public and Private sector, Statutory Auditors and Branch Auditors, our Bankers, Exim Bank, ECGC and other valued stakeholders for their continued co-operation. I am also thankful to all the employees and shareholders for their support and understanding. I also wish to express my appreciation to the outgoing Directors for their valuable contribution during their tenure. I thank you all for your continued trust, encouragement and support.

Thank you very much.

Chairman & Managing Director

CMD, Director (Projects), Advisor (T) with Sheikh Khalid Bin Hamad Al Thani during a business development meeting in Qatar


15

Directors’ Report


16

DIRECTORS’ REPORTTO THE MEMBERS

Your Directors are pleased to present the 38th Annual Report together with Audited Financial Statements for the year ended 31st March 2016.

1. Financial Highlights

(Rs. in Million)

PARTICULARSCONSOLIDATED STANDALONE

2015-16 2014-15 2015-16 2014-15Turnover including Other Income 29411 23871 13582 8315Profit before Tax 4908 4663 424 238Provision for Tax 1690 1671 59 24Profit after Tax 3218 2992 365 214Profit available for appropriation 3218 2992 365 214Appropriation :Proposed Dividend 36.5 21.4 36.5 21.4Dividend Tax 7.4 4.3 7.4 4.3Interim Dividend - 4.4 - 4.4Tax on Interim Dividend - 0.9 - 0.9Transfer to General Reserve 3174.1 2961 321 183Net Worth 22322 18989 5183 4702

2. Dividend and Transfer to Reserves

Subject to the approval of the Members at the Annual General Meeting, the Board of Directors of your com-pany recommends payment of Dividend of 10% of the Profit after Tax for Financial Year 2015-16.

An amount of Rs. 321 Million has been transferred to General Reserve and no amount has been transferred to any other reserve in the year 2015-16.

3. Year in Retrospect – Standalone TCIL Operations

Your Company has achieved a Turnover of Rs. 13582 Million during the year 2015-16 as compared to the previous year Turnover of Rs. 8315 Million. The Profit after Tax of your Company was Rs. 365 Million as against previous year’s figure of Rs. 214 Million.

4. Vision and Mission

Vision

“To excel in providing solutions in Information and Communication Technology, Power and Infrastructure Sectors globally by anticipating opportunities in technology”

Mission

“To excel and maintain leadership in providing Optimal solutions on Turnkey basis in Telecommunications and Information Technology Service Sector globally and to diversify by providing excellent infrastructure facilities particularly in the high tech areas.” CMD, TCIL handing over the Dividend cheque to Hon’ble Minister of

Communications in the presence of Telecom Secretary


17

5. Future Plan

During the year, TCIL looks forward to venture and focus on following new areas as per the recom-mendations of SBI Capital Markets Ltd., Consultants appointed by TCIL to examine the long term business objectives / plan of the company:

i) TCIL may explore opportunities in the areas of Green Telecom, Digital India initiatives, Cyber security and ICT Development, Smart cities, Homeland security projects, e-Kranti, Smart, Intelligent and Green Buildings, cloud services.

ii) TCIL may make efforts to secure the project of setting up of Application Development centre planned by DOT.

iii) TCIL may also explore on Next Generation Wireless Services, Mobile applications, digitization in Govt. Departments and expan-sion in rural markets

6. Major Projects under Execution

I Domestic Projects

6.1 NFC OFC Defence Network Project

Your Company has been awarded the work for Procurement, Supply, Trenching, Laying, Installation, Testing and Maintenance of Optical Fiber Cable, PLB Duct and Accessories for construction of exclusive optical NLD backbone and Access routes on turnkey basis for Defence Network. The work is spread over states of Uttarakhand, Rajasthan and UP covering a total area of around 9500 km under various Army commands. The scope of work include carrying out design of cable network after detail survey of the whole route, supply of material, ducting and laying of optical fiber cable, termination and commissioning of exclusive optical fiber cable network system and maintenance of installed cable network for 7 years after 3 years warranty period. The work has been divided in six equal priority schedule during which the project has to be completed. Total value of the PO is Rs. 20 billion out of which supply of material is around

Rs. 3 billion, services is Rs. 11 billion and Rs. 6 billion for maintenance of the network. TCIL has started execution of project in all the 3 states.

6.2 Department of Posts’ Rural Informa-tion & Communication Technology (ICT) Project

Your company has been awarded a Rural ICT-Hardware(RH) Project by Department of Posts, Ministry of Communications & IT, Government of India. The project is being executed in consortium with M/s RICOH India Limited.

The Rural ICT Project is a part of the larger IT modernization project being undertaken by the Department of Posts.

The objective of the Rural ICT project is to provide a low power technology solution (ICT Device) to each Branch Postmaster (BPM) which will enable each of approximately 130,000 Extra Departmental Post Offices (EDO’s) to improve the quality of service, add value to service and achieve “financial inclusion” of un-banked rural population while taking advantage of the opportunity to increase revenue traffic.

The project has to be implemented within a period of 13 months in two phases and thereafter, Operation and Maintenance services are to be provided for a period of 5 years. The project shall be executed on a lease model of Build Own Operate & Transfer (BOOT) basis. The value of Project is Rs. 13.617 Billion.

Though the agreement was signed on 24th November 2014 and start date fixed as 19th June 2015 by Department of Posts, actual deliveries shall start after integration issues resolution, alignment of timelines amongst various stake-holders and receipt of STQC certified client application from Department of Posts.

Joint inspection by BSNL and TCIL officials in Uttarakhand for depth of trench for Dehradun-Sarsawa Under Link

Concept Diagram of Rural ICT Hardware (RH) Project


18

Pilot Project has started with approx. 480 devices in selected divisional offices of DOP.

6.3 NAVY Project

Your Company is executing the project of Procurement, Supply, Trenching, Laying, Installation, Testing and Maintenance of OFC, PLB duct, Accessories, Optical Inventory Tool, Fibre Monitoring System, Fibre Intrusion Prevention System for Construction of OFC network on turnkey basis for Indian Navy .The work has been awarded by BSNL on 22nd July 2015. The total value of work order is Rs. 6.66 Billions inclusive of all taxes.

The project aims to rollout 3000 kms of OFC network to be owned and operated by the Indian Navy, Ministry of Defence which shall be monitored by optical monitoring devices FTMS (Fiber Testing Monitoring System & Fiber Intrusion Proof system). The OFC network has 33 nodes on PAN India basis which is basically an access overlay network connecting designated Navy buildings, Jetty areas to Naval ships along with providing network connectivity to all campuses of any station. The entire project is distributed among 4 zones viz. Eastern, Western, Northern and Southern Zone covering 3000 Kms.

In supply, 2700 Km of HDPE Duct is already delivered and SAT (Site Acceptance Tests) has been also completed for same. Delivery of rest of materials has also commenced. In services, Survey for over 2300 km

has been done and at few places, trenching and ducting has already been started.

6.4 Tura Medical College Project

Your Company has been awarded a PMC Work valuing 7 Billion by Ministry of Health & Family welfare, Govt. of Meghalaya. The project includes Construction of Hospital, Medical College, boys and girls hostel, nurse hostel residential complex including road, sewerage

line, electrification, street lighting etc. In the project, Mobilization is in progress and Survey work has been completed, Feasibility study report, Estimate and Architectural drawings has already been submitted to the client for approval.

6.5 School ICT Projects

(a) Your Company has been awarded project for “Implementation of the ICT@School Project in Government and Government Aided Higher Secondary Schools across Delhi, for providing Computer Education Services and maintenance of equipment, on Build, Own, Operate and Transfer (BOOT) model” by Department of Education, Delhi. The installation is completed successfully and project is under operation phase.

(b) TCIL has been awarded project for “Implementation of the ICT@School Project in Government and Government Aided Higher Secondary Schools across the State of Odisha, for providing Computer Education Services and maintenance of equipment, on Build, Own, Operate and Transfer (BOOT) model” by Odisha Knowledge Corporation Ltd on behalf of Department of Mass Education, ODISHA. The project is under operation phase currently.

(c) Your Company was also awarded a prestigious project for “Implementation of Computer aid-ed education in 1500 schools of U.P under ICT scheme on BOOT basis” by Director of Secondary Education, UP. The project is suc-cessfully completed after providing Computer Education services and operational services for 5 years.

6.6 Implementation of class room based video conferencing solution in 15 centers of National Institute of Fashion Technology (NIFT) across India

TCIL is executing a prestigious project for “Implementation of class room based Video confer-encing solution in 15 NIFT centers across India in-cluding bandwidth provisioning & central site on cloud from Service provider. Installation has been completed in all the centers & infrastructure created in this proj-ect, which is being utilized by NIFT centers in deliver-ing lectures, conducting meetings etc. through video conferencing via cloud of service provider.

6.7 Projects for Employee’s Provident Fund Organization (EPFO)

TCIL has implemented the following systems of Employees’ Provident Fund Organisation (EPFO) in

Flagging of Route Survey of Navy Project in Vishakhapatnam


19

record time frame and these are the technological backbone of the organization and which directly interface with more than 4 Lakh Employers and 4+ Crore customers providing numerous services. The systems are as follows :

• Electronic Challan cum Receipt (ECR) System

• System for Online Registration of Employers (OLRE)

• Universal Account Number (UAN) and Online Transfer Claim Settlement (OTCP) system

6.8 State-of-the-art e-Procurement Por-tal Service of TCIL

TCIL is offering state-of-the-art electronic procurement services based on an e-procurement application especially designed for Government procurement, with unmatched and comprehensive features for security and transparency, and having comprehensive functionality as required for public procurement. The e-procurement software used in ETS is amongst the best available software in the market and is perhaps the only readily deployable e-procurement application whose core tendering processes can be implemented anywhere without any customization of the software. TCIL’s ETS Portal can be used by any Buyer organization in India for electronic procurement/ auction on pay-as-you-use basis.

TCIL’s e-Procurement solution has been audited and certified by the STQC Directorate, Government’s own testing agency for compliance with DeitY-guidelines dated 31st August 2011 on e-Procurement and is eligible for use by PSUs and Government Departments as per Central Vigilance Commission and Finance Ministry mandate. Several Public Sector Enterprises, Government of India Departments and Public Institutions in India are using the e-Procurement Portal services of TCIL for a variety of complex and high-value tenders and auctions.

6.9 Turnkey project for setting up WAN in CCL on rental basis for 5 Years

Your company has implemented the project of Supply, Installation, commissioning and Integration of WAN in Central Coalfields Limited (CCL) Command areas spread in 11 coal field areas & 6 central units through MPLS connectivity with CCL HQ using Radio networks, OFC, VSATs and LAN on rental basis for 5 years including Operations and Maintenance (O&M) of entire network. Up-gradation of capacity and augmentation/additions of new sites, wherever required. The value of Project is Rs 366 Million. The project is in operation phase.

6.10 Operations & Maintenance (O&M) of Punjab State Wide Area Network (PAWAN)

TCIL has also bagged the PAWAN Project valuing Rs. 490 Million which covers the following areas:

o Operations and Maintenance (O&M) of PAWAN.

o Up-gradation/Augmentation of equipment at SNC/DNC/BNC level POPs, wherever required.

o Enhancement of Service Level Agreements (SLAs) for improved services during the tenure of the Agreement.

o Extend and maintain horizontal connectivity to various offices at State, Districts and Block levels on need basis.

The project is in operation phase.

6.11 Establishment of Police Control Room with GIS and GPS equipment and Vehicle Tracking System

Your company has successfully implemented Computer Aided Dispatch (CAD) system with GIS and GPS equipment and Vehicle Tracking System for the city Ghaziabad. The project value of the CAD Ghaziabad project is INR 66 Million. The system is now under O&M phase for a period of 2 years.

6.12 Establishment of Modern Control Room with Computer Aided Dispatch (CAD) and CCTV Surveillance at Allahabad city for Uttar Pradesh Police

TCIL has successfully implemented Modern Control Room with Computer Aided Dispatch (CAD) and CCTV Surveillance at Allahabad city and has established Modern Control Room comprising of 10 Call Taker, 5 Dispatcher and 3 Supervisor in Police Control Room. There are 6 watcher in CCTV Surveillance Room. TCIL has installed and commissioned 43 IP based PTZ cameras at 37 locations in Allahabad city. The project value of the CAD & CCTV project is Rs. 90 Million.

6.13 Security Equipment at the High Commission of India Residential Complex at Islamabad, Pakistan

TCIL has been awarded a turnkey project for Supply, Installation, Testing and Commissioning of Security Equipment vis–à–vis Fixed, Dome, and PTZ Cameras, Sliding Gates, X-Ray system, UVSS, Flap and Hydraulic Barrier, Door Frame Metal Detectors, Boom Barrier, Tyre Buster, Public Address System etc. at the High


20

Commission of India Residential Complex, Islamabad, Pakistan. The total project value is Rs. 87 Million.

6.14 CCTNS Project

Your company has been awarded CCTNS as a Mission Mode Project in Meghalaya, Himachal Pradesh, Jammu & Kashmir, Uttarakhand, Chhattisgarh under National e-Governance Plan towards enhancing productivity/outcome in areas of Crime Investigation, Criminal detection and improving efficiency of Policing through creation of a nationwide Network infrastructure for evolution of IT-enabled state-of-the-art system delivery. National Crime Records Bureau (NCRB) is the central body that manages implementation of CCTNS project under the overall supervision and guidance of MHA. This project is being executed across India covering all states and Union Territories.

The project involves Site preparation and IT Hardware/ Equipment installation Commissioning, State Data Centre (SDC) & NDC/DR site commissioning, Network Connectivity through VBNoBB/ WiMax/ VSAT, Creation of Users account(ID)and Role Management of Police personnel through On-line/Off-line Core Application Software (CAS), Data Digitization and Migration of CCIS/CIPA/Legacy Data, Capacity Building and Change Mgmt. ( Basic IT & Role Based Training and Handholding Support, Training of Trainer (ToT) including advanced training for system administration and network troubleshooting, Workshops for CCTNS Programme Sensitization and Awareness for Police personnel of all ranks), CAS Customization in Microsoft or Java Stack for both Central & State Specific Modules and integration with SSDG/NSDG and CAS centre for applications like Passport office, Hospitals, Municipal Corporation, Traffic deployed at SDC via SSDG/NSDG/NDC interfaces for availability of Criminal Database at NCRB level & Citizen Portal for Public use.

6.15 Reconstituted-Accelerated Power De-velopment & Reforms Program (R-APDRP) Project:

The Government of India in 10th Plan started R-APDRP project and continued the project in 11th plan as well for reforms in power distribution sector to reduce AT&C losses, bring commercial viability, reduce outages & interruptions and increase consumer satisfaction.

Your company is also executing the above project. The project envisages for setting up of IT infrastructure for collection of baseline energy and revenue data of the identified towns and customer care centre, Data Centre & DR Centre, Call Centres and other

Centres of utility, which would form the platform for subsequent automation to Set up the Local Area Network and Wide Area Network, Procurement & Installation of PCs, Servers and associated hardware, creation of necessary IT infrastructure for identified Subdivision, Division, Circle, Headquarter offices, Data Centre, DR Centre and Customer care centers including Integration of the entire IT infrastructure with legacy systems, if any.

6.16 Lawful Interception and Monitoring

TCIL is successfully maintaining Lawful Interception and Monitoring (LIM) system for BSNL, Delhi Police, Haryana Police through HARTRON, National Investigation Agency (NIA) and Bihar Police through Bihar State Electronics Development Corporation (BSEDC).

TCIL has successfully commissioned the project of Supply, Installation, Testing & Commissioning of Lawful Interception and Monitoring and Analysis Solution for GSM/ CDMA & PSTN for Chandigarh Police and for special units, Crime Branch for 04 metropolitan cities i.e New Delhi, Chennai, Mumbai and Kolkata

6.17 Telecom Consultancy

The Telecom Consultancy Projects undertaken by the TCIL during the year include:

(i) Preparation of DPR for sub-marine Cable from Mainland Chennai to Andaman and Nicobar Islands for DOT.

(ii) Preparation of DPR and assistance in preparation of tender documents (technical part only) for the proposed USOF scheme for the provision of mobile services in uncovered villages of Goa, Uttar Pradesh, W. Bengal and Tamil Nadu states for the client – USOF, DoT.

(iii) Consultancy assignment for carrying out Cost Benefit Analysis and Feasibility study along with validation of the estimated cost before proceeding ahead for Submarine OFC connectivity of Lakshadweep islands to mainland India for USOF, DoT.

(iv) Preparation of DPR for Bharat Net Project for Rajasthan state for RISL, Rajasthan. The work involved project scope, project summary, technological design, Cost estimation and Business Plan preparation.

6.18 Wireless Infrastructure

During the year, your company has executed the following Wireless Infrastructure Projects as under:


21

(i) UPNEDA Solar power project

The project valuing Rs. 275 Millions involves design, supply, installation & commissioning with 5 years comprehensive warranty maintenance of Solar PV Power Packs (including 3 nos. LED lights, one DC ceiling fan and a mobile charging plug point) in 10500 LOHIYA AWAS and other AWAS of Uttar Pradesh. The supply, Installation & Commissioning is in process for 2000 houses.

(ii) TETRA based Radio Trunking System for M P Police, Ujjain project - Simhastha ‘2016 – The project involves Procurement, Design, Supply, Testing, Installation, Commissioning & Maintenance (SITC) of Digital Open Standard Radio Trunking System in 800 Mhz for Ujjain City. The value of the project is Rs 143.7 Million. Your company has already commissioned the Digital Open Standard Radio Trunking System during the SIMHASTHA Mela 2016 and the same is running successfully.

(iii) Secured Communication Network (TETRA), Delhi Govt Project - The Project involves finalization of communication requirements of various Govt. Depts., supervision of installation & commissioning and subsequent operation of Service, assessment of SLA, and advice to GNCTD on all project-related matters. DMRC Underground Tunnel Coverage Testing was completed in November 2015. PMC Agreement for 2 years signed with Delhi Govt. on 14.01.2016

(iv) IRPMU Project: Lucknow-Kanpur section

The project involves fabrication & erection of tower, SITC of STM Equipment, power supply

system and other associated work for MTRC system on Lucknow-Kanpur section. The project is in progress.

6.19 Wireless Business

Your company is executing the work for the

Implementation of 1600 Kms of OPGW cable on various links of J&K PDD in Jammu and Kashmir for Power Grid Corp. of India Ltd (PGCIL)

6.20 Southern Region Projects

Following Projects are being undertaken in the Southern Region by your company :

(i) Trenching, laying of 6 Quad Telecom Cable, PIJF cable & small quantity of OFC cable backfilling, jointing, termination and testing of OFC, 6 Quad & PIJF cable, etc. including installation & commissioning of Way Station Equipments, Head Quarter Control Equipment with Power Supplies, Emergency Sockets, etc., in SP/SSP/TSS/ADJACENT sidings and adjacent block sections to provide communication and to clear induction zone in connection with Electrification in Kannur – Panambur of Palghat Division of Southern Railway. The Total Length of the route is 45 Km and total value of work is Rs. 18.7 Million.

(ii) Laying, Jointing, Backfilling, Terminating, Testing and Commissioning of Additional 6 Quad jelly filled underground telecom cable system for LC Gates including supply, installation and commissioning of way station equipments and LC gate telephones with power supplies etc. on KZJ-BZA-BPQ section of SC division/BZA Division of South Central Railway. The total length of the route is 235 Km and total value of work is Rs.42.7 Million.

Monitoring being done during Simhastha Mela 2016 in Ujjain Tetra Project

Stringing of OPGW cables in J & K OPGW Project


22

6.21 Civil Infrastructure Projects:

Your company is presently operating Civil Infrastructure Projects in more than twelve states of India and is delivering the complete infrastructure services in a way of providing comprehensive Project Management Consultancy Services and Architectural Services in four main Categories viz.

• Construction of Educational and Institutional Building,

• Healthcare Infrastructure and Hospitals,

• Residential Complexes,

• Construction of National and State Highways including BOT Projects.

Some of Project Management Consultancy Services major Building projects in hand includes;

• Construction & Development of World HQ Building of Rural Electrification Corporation Limited at Gurgaon in 18580 sq. mts. area of land. The project registered under GRIHA compliance for obtaining the Five star rating for Green Buildings valuing Rs. 3547 Millions.

• Construction services in Healthcare and Medical sector like renovation and expansion of ESIC Hospital at Okhla, New Delhi having construc-tion cost of approx, 2400 Millions.

• Construction of ESIC Dispensary cum diag-nostic Centre and staff housing at Jeedimetla, Hyderabad valuing Rs. 290 Millions.

• Construction of Various infrastructure develop-ment and Area Development works in various towns of Rajasthan valuing Rs. 2000 Millions.

• Construction of National Institute of Fashion Technology at Raibareilly with a project Cost of Rs. 500 Millions.

• Construction of Sports Stadium for Jawahar Navodaya Vidyalaya at Raibareilly with a project cost of Rs. 138 Millions.

• Construction of School building & Staff Quarters under Navodya Vidyalaya Samiti in Distt. Sitapur (UP) for a project value of Rs. 220 Millions.

• Construction of office building and residen-tial quarters for Income Tax Department at Shahjahanpur valuing Rs. 43 Millions.

• Construction of JNV at Rampur valuing Rs. 20 Millions and many more.

Your company has successfully completed Architectural, Structural designing and PMC for IOCL

refinery township project at Paradip, Orissa valuing Rs. 2300 Millions.

Your Company has also successfully executed the Rs. 900 Millions, Bhawanigarh-Nabha-Gobindgarh Road corridor project of 55Km length on BOT basis in Punjab which is operational with Toll collection.

TCIL is also involved in a successfully completed JV Project for “Widening and strengthening of Sonapur to Guwahati section of NH-37 in the state of Assam” valuing initially Rs.1660 Millions and subsequently com-pleted at increased value of approx Rs. 2450 Millions.

Apart from BOT Projects, your Company has success-fully executed PMGSY projects in the state of Madhya Pradesh and Chhattisgarh which has resulted in rural connectivity to more than 400 villages with a total route length of approx. 1885 Km. TCIL is having wide range of existing & prospective clients, in which client spectrum is wide spread from central to state depart-ments, PSU’s to various state agencies.

II International Operations

6.22 Pan African e-Network Project

TCIL has implemented the Pan-African e-Network project, which is in operation since 2009. The proj-ect has been funded by the Ministry of External Affairs (MEA), Govt. of India at an estimated cost of INR 5429 Million (equivalent to about USD 130 Million as per current prices). This network provides Tele-education and Tele-medicine services, and VVIP Connectivity among the Heads of African States (through vid-eo-conferencing and VoIP). As a turnkey implementer, TCIL’s role is to design the total network solution,

procure the equipment and services, install, test & commission the network and maintain it for a period of 5 years thereafter, and provide Tele-education and Tele-medicine services to all 53 countries for 5 years.

There has been an overwhelming response for Indian

AUC Team and HUB staff of Pan African e-network Project


23

education with over 19000 students registered with the Indian Universities for education. More than 5500 sessions have been conducted by Indian Universities for various Post graduate, Under graduate, Diploma and Certification programmes.

Telemedicine services are being delivered from 12 Indian Super Specialty Hospitals in 18 Medical disciplines. More than 6000 Continued Medical Education sessions and 750 online/offline Tele-medicine consultations have been conducted as an ongoing process. 24 Sessions in French every month since August, 2011 are also being conducted. Pan African e-network Project has been adjudged amongst the “Top 100 Projects in India” for the year 2016 and has been awarded “Skoch Order-of-Merit” Award. Pan African e-Network of TCIL has also been awarded “Hermes Award” from European Institute for creative studies and innovation. The project has been extended for further 5 years.

6.23 Sierra Leone

Your Company has executed modernization & expansion of network and infrastructure project in Sierra Leone for Sierra Leone Telecommunications Company Limited (Sierratel) valuing US$ 30.2 Million (Rs. 1570.40 Million) comprising of :

• Supply, Installation and Commissioning of Outside Plant Supply, Installation and Commissioning of Microwave Transmission Systems.

• Supply, Installation and Commissioning of DWDM & SDH Transmission Systems.

• Supply, Installation and Commissioning of Power plant , DG Sets & Air Conditioners.

• Supply, Foundation & Erection of Towers.

• Supply, Installation and Commissioning of Network Management Systems.

• Installation & Commissioning of Switching Systems.

• Project management services.

• Construction of three new buildings to house switching, transmission nodes and their personnel.

• Refurbishment of Buildings where Equipment will be installed.

• System Training.

6.24 Nepal

During the year, TCIL Nepal was engaged in Optical Fiber Construction projects to interconnect mobile

towers of Ncell, the largest private operator of Nepal. Five routes were completed for a length of approx 150 kms. The activity for 80 Km long route of Trishuli-Rasuwagadhi passing through tough Himalayan hills connecting China border got hampered due to series of big earthquakes and then followed by Nakabandi of Madhesi people of terai region. The Consultancy assignment of SASEC Information Highway Project connecting four countries, Nepal, Bhutan, India & Bangladesh is also ongoing.

TCIL bagged two contracts for the construction of 6-lane road in Butwal-Bhairahwa section. The total

value of both the contracts is approx NPR 1 billion. The work has taken off in full swing.

6.25 Kuwait

Your company has been operating as a major contractor of the Ministry of Communications (MOC), Kuwait since 1978 for Construction and Maintenance of Telecommunications Networks and other prestigious clients. Supply & Laying of OFC, Copper Cables in Ducts, Sub-Ducts & direct buried as per clients specifications & MoC standards

TCIL, Kuwait has successfully completed the installation & commissioning of Digital MUX for Heritage Village, Prime Minister’s Secretariat for extending Analog Lines over OFC media ( 60 Kms.) and Telecom Works for VIVA in Record Time.

Ministry of Communications (MOC), Kuwait has highly appreciated TCIL for its outstanding performance in the execution of Telecom Network Maintenance Project. TCIL Kuwait has been awarded “ASSE GCC

Acceptance testing of Optical Route by TCIL & Ncell Engineers at Nepal


24

HSE Excellence Gold Award 2015” for Health, Safety and Environment (HSE) procedures in Kuwait by TCIL, from American Society of Safety Engineers (ASSE), Kuwait Chapter.

TCIL Kuwait has also been appreciated and recognized for its positive contributions to the Safety Efforts by the Joint Operations (JO) by issuing NO EHS INCIDENTS Certificate. TCIL Kuwait has been executing maintenance of Telecom Network for our prestigious client, Ministry of Communications, Kuwait under a Three Years Contract Agreement ( 2014–2017 ) valuing Rs. 2074 Million in Four Governorates of Farwania, Jahra, Ahmadi & Mubarak-Al-Kabir.

During the year 2015-16, TCIL Kuwait has successfully completed the projects pertaining to Qualitynet, Fastelco, IMCO, KEMS, Kharifi International, HEISCO Zain & MoJ valuing Rs. 109 Millions.

During the Year 2015-16, TCIL Kuwait has secured the orders of Rs. 96 Millions for Telecom Network Maintenance from various clients i.e., M/s IMCO (KOC Project), Qualitynet, KNPC, Gulfnet, Zain,

MoJ & CBK. However the Bids amounting to Rs.120 Millions are still under evaluation.

The order Booking Position for this current year is Rs. 544 Millions from our prestigious clients like MoC, STFA, KNPC, KPA, KOC etc. TCIL Kuwait has achieved a Turnover of Rs. 533 Millions during the Financial Year 2015-2016.

6.26 Mauritius

During the last financial year, following projects were completed in the main island of Mauritius as well as Rodrigues Island :

1. Preventive Maintenance and Subscriber Works valuing MRs. 47.32 Millions.

2. Civil Engineering and Cable Works valuing MRs.

126.00 Millions.

3. Preventive Maintenance Contract for Civil & Cable valuing MRs. 12.30 Millions.

4. Multi Order Contract for OFL between Exchanges (In Rodrigues) valuing MRs. 2.61 Millions.

4. MyT Connections in Mauritius valuing MRs 0.79 Millions.

5. Preventive Maintenance and Subscriber Works valuing MRs 6.68 Millions.

Also, TCIL is executing other Multi Order Contract for Civil Engineering & Cable Works (MT665) of value of MRs. 25.19 Millions, Preventive Maintenance & Subscriber Works (MT810) of value of MRs. 6.22 Million, Emergency Repair of OFC Network at Short Notice (MT 670) of value of MRs. 4.21 Million, Multi Order Contract for ODN Construction of FTTX Works (MT 679) of value of MRs. 64.86 Millions and Subscriber Connection Works on FTTH Network of Mauritius Telecom (MT631) of value of MRs. 75.33 Millions.

During the last financial year, TCIL has been awarded the projects of Preventive Maintenance and Subscriber Works (MT 762) and (MT810) of value of MRs. 6.68 Millions and MRs. 6.22 Million respectively.

6.27 Kingdom of Saudi Arabia (K.S.A.)

In KSA, your company is primarily working on Fibre to Home (FTTX) for Telecom Operators in the Kingdom of Saudi Arabia. TCIL has rolled out FTTH Networks in the districts of SULAIMANIYA, MURUJ, WAROOD and MURUSALAT in the capital city of Riyadh. TCIL, KSA has been entrusted the Fiber Infrastructure Managed Network Services which in-cluded Long Distance Network, Access Network, Metropolitan Network and FTTH Network for the Eastern and Northern region of MOBILY Network in Saudi Arabia TCIL has also been entrusted by Ericsson

CMD Meeting with Under Secretary, Ministry of Communications, Kuwait

Operation and Maintenance project in Easteren Region KSA for MOBILY works


25

for construction of Small Cell Towers sites for the enhancement of 4G Technology for Saudi Telecom Company’s Network in the Central region of the KSA.

Saudi Electricity Company (SEC) has also issued Letter of Intent (LOI) for Construction of new 96 Fiber in Central Operating Area in Riyadh city for Rs. 45.82 Million.

TCIL in a major breakthrough has been awarded work by all the 3 consortium working for RIYADH METRO project for reallocation of assets of MOBILY, ITC and STC and other projects worth Rs. 807 Million have been awarded to TCIL. The clients are fully satisfied with the Health and Safety measures of TCIL which are of the utmost importance for these MNC consortiums. Out of this, the work for Rs. 315.54 Million has already been executed. During the year, the Branch has achieved a turnover of Rs. 2091.67 Millions.

6.28 Oman

During 2015-16, TCIL completed following projects:

Contract with Omantel for Outside Plant Network : TCIL has been awarded contract for Omani Rials 6.4 Million (Rs. 953.50 Million) in Aug, 2014 for Supply, Installation, Integration, Testing and Commissioning of Outside Plant Network Expansion in Sultanate of Oman by Omantel. Branch has executed work for Rs. 26.74 million during the year.

Contract with Omantel for Mini Shelter : The Branch has executed work for Supply, Installation, Integration, Testing and Commissioning of Minishelters of worth Omani Rials 123,100 (Rs. 20 million).

Small OFC laying works for M/s. Ooredoo, Local Mobile Service Provider for corporate customers.

Recently, TCIL has been awarded “India Image Enhancement Award” in Dainik Bhaskar’s 7th India Pride Awards 2015-16 for excellence in India Image Enhancement and creating a Global Brand.

7. Order Booking

Order booking of TCIL was Rs. 20228 Millions during the year 2015-16.

8. Capital Expenditure

As on 31st March, 2016, gross fixed assets stood at Rs. 1896 Million.

9. Group Companies

9.1 Subsidiaries

(i) TCIL Oman LLC

In this subsidiary, TCIL’s equity stake is 70% and M/s National Telephone Services Company LLC, Oman (NTS) is holding 30% shares. The company is exploring business opportunities in Sultanate of Oman and has started submitting bids for projects.

(ii) Tamilnadu Telecommunications Ltd. (TTL)

TTL was established in the year 1988 in association with Tamilnadu Industrial Development Corporation (TIDCO) and M/s Fujikura of Japan for manufacture of Telecom Cables. TCIL’s stake in TTL is 49%. TTL is a sick company and a scheme of rehabilitation is under implementation. Inspite of implementation of the scheme of rehabilitation, the performance of the company during the year 2015-16 has not been satisfactory due to paucity of orders. During the year, the Company has mainly executed BSNL/BBNL orders as well as some small orders from other clients. The Turnover of TTL is Rs. 41.9 Million during the year.

(iii) TCIL Bina Toll Road Limited

TCIL Bina Toll Road Limited (TBRTL) was set up for execution of Bina-Kurwai-Saronj Toll Road Project on Design, Build, Finance, Operate and Transfer (DBFOT) model. TBTRL is a wholly owned subsidiary of TCIL. The Project was completed in 2014 and toll collection started in April, 2014. The turnover of the Company during the year 2015-16 is Rs. 48.5 Million.

(iv) TCIL Lakhnadone Toll Road Limited

TCIL Lakhnadone Toll Road Limited was also formed as a wholly owned subsidiary by TCIL for construction of Lakhnadone-Ghansore Road Project on Build, Operate and Transfer (BOT) Model. The Project is nearing completion and the toll collection has started w.e.f. 06.07.2016.

Presentation to the clients, Omantel by Shri Hemant Kumar Mahay, Project Director, TCIL,Oman


26

9.2 Joint Ventures Companies

(i) Bharti Hexacom Ltd. (BHL)

BHL was formed in 1995 as a JV Company with Bharti Airtel Limited to operate cellular mobile services in the State of Rajasthan and North East. TCIL and Bharti Airtel Limited (BAL) are holding shares in the ratio of 30:70 in BHL. TCIL has made an investment of Rs.1062 Million in BHL in a phased manner. The company achieved turnover of Rs. 51956 Million and Profit after Tax of Rs. 10095 Million during the year.

(ii) TBL International Ltd. (TBL)

TBL was formed in 1989, with TCIL holding 44.9%, TBL India LLC holding 40% and DSS Enterprises holding 15.1% shares in the Company. The major projects executed by TBL include Pan African e-Network Tele Medicine Project and also Telecom Software Projects. The Company achieved a Turnover of Rs. 10 Million during the year 2015-16 as compared to Rs. 9.9 Million last year.

(iii) Intelligent Communication Systems India Ltd. (ICSIL)

In 1987, TCIL and Delhi State Industrial and Infrastructure Development Corporation (DSIIDC) along with 2 private parties formed ICSIL for supply of technical manpower and execution of training, computer communications and office automation projects. The performance of the company has improved throughout the years. Now, ICSIL is IS/ISO 9001:2008 certified Company and is executing projects in the area of supply of hardware and other computer peripherals to Delhi government and to various other government departments. The Company

is also executing high tech projects in networking and software, CCTV projects and also running Training Institutes for training in various Computer and IT Courses. The Turnover of the Company during the year 2015-16 was Rs. 1148.5 as compared to Rs. 978 Million during the last year.

(iv) United Telecom Ltd. (UTL)

UTL was formed in 2001, with TCIL, MTNL, VSNL (Presently Tata Communications Ltd.) and a local partner viz. Nepal Ventures Pvt. Ltd. to provide WLL based basic telecom services in Nepal. Presently, the Company provides basic mobile, NLD, ILD and Data Services in Nepal. During the year, UTL requested its shareholders for subscription to the 1st and 2nd Tranche call of convertible loan to meet the financial need of the company. The same was declined by TCIL owing to shortage of funds. During the year ending March 31st, 2016, the Company achieved a Turnover of Rs. 70 Million.

10. Consolidated Financial Statement

The consolidated financial statements prepared in ac-cordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India are annexed herewith.

11. Auditors’ Report

The Auditors’ Report to the Shareholders does not contain any qualification.

12. Corporate Governance and Management Discussion and Analysis Report

The Corporate Governance report is annexed herewith as Annexure ‘A’.

TCIL Lakhnadone Toll Road Limited

Annual General Meeting 2016 of TCIL


27

Management Discussion and Analysis Report is annexed herewith as Annexure ‘’B”

13. Attaching of Annual Report of Subsidiary Companies along with Annual Report of TCIL

Your Company is not attaching the Annual Report of Subsidiary Companies along with the Annual Report of TCIL. As such, TCIL undertakes that Annual Accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of TCIL and Subsidiary companies seeking such information at any point of time. The Annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the head office of TCIL and of the subsidiary companies concerned. TCIL shall also furnish a hard copy of details of accounts of subsidiary companies to any shareholder on demand.

In terms of proviso to sub section (3) of Section 129 of the Companies Act, 2013, the salient features of the financial statement of the subsidiaries are set out in the prescribed Form AOC-1, which forms part of the annual report and is annexed as Annexure ‘C’

14. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is placed at Annexure ‘D’ forming part of this Report.

15. Quality, Environmental and Occupational Health & Safety Management Systems

Your company has established a Quality Management System that encompasses all the functions of the organization, including people, work environment, resources and infrastructure, customers’ requirements, materials and purchases, provision of services, project execution, environmental and safety issues. The Quality Policy statement of TCIL reflects its commitment to quality, customer satisfaction, continual improvement and excellence, with the active involvement of its employees and all stakeholders.

TCIL is certified to the ISO 9001:2008 international standard for Quality Management System by Bureau of Indian Standards. This licence was renewed for a further period of three years in January 2014 and is valid till January 2017. A surveillance audit was conducted by external auditor from Bureau of Indian

Standards in September 2015. The audit was cleared without any non-conformities.

Your company is also certified to the ISO 20000-1:2011 international standard for Information Technology Service Management System since September 2013. An in-house awareness program on the ISO 20000-1:2011 standard was organized in August 2015. Subsequently, a surveillance audit for ISO 20000-1:2011 was conducted in August 2015 by external auditor from M/s Quality Austria. There were no non-conformities and the auditor recommended continuation of the certification.

TCIL is also committed to protecting the environment and conserving precious natural resources. TCIL is certified to the ISO 14001:2004 international standard for Environmental Management System. This certification was renewed in March 2016 for a further period of 3 years after a renewal audit conducted by auditor from the certification body. Care is exercised in our processes, activities and services to minimize the environmental impacts, save resources such as water, power, fuel and paper and reduce pollution. TCIL also takes suitable measures to prevent accidents and protect the health of its personnel. This commitment is reflected in TCIL’s Health, Safety and Environmental Policy statement which is communicated to its employees and suppliers. TCIL is also certified to the OHSAS 18001:2007 standard for Occupational Health and Safety Management System. A surveillance audit for the OHSAS 18001 standard was conducted by external auditor from the certification body in February 2016. The auditor recommended continuation of the certification. Your company is also ISO 27001:2013 certified regarding management of information security which is valid upto June, 2018.

16. Training & Development

The Company attaches the highest priority to the quality of intellectual capital at its disposal and believes that knowledge and skill of its employees are the key to achievements of its corporate mission. TCIL also works on the development of varied skill sets of our employees helping them specialize in specific technical areas, including the latest computer technologies. Finance officers and executives are trained on the latest procedures and policies of various financial areas. Our organization also believe in the saying “Health is Wealth”, and hence a number of health management trainings, like Stress Management, Yoga, Meditation, etc. are organized for all employees.

In the International market there is an increasing demand from the clients for deployment of human


28

resources with a particular certification. Hence, your company motivates young engineers and managers by sponsoring them for certification programmes like EDPM, PMP, CCNA, BIS certifications, IT security certifications etc. which have been done in 2015 & 2016.

The skill specialization of every employee is maintained in a database, and the expected skill set required to be enhanced is taken from the projects where they are deputed. A gap analysis is done and the same is implemented in the training schedule.

Starting from the year 2015, various trainings are also being done every year for non-executives for training them in computer aptitude and managerial skills before upgradation to Executive cadre and every year PMP training is being organized in TCIL for executive employees so that they can work more efficiently in projects with knowledge of basic principles of project management.

Employees are also sponsored by the company to participate in workshops, seminars, conferences etc. TCIL provides managers with practical guidelines for motivating, retaining, and coaching individual employees. Our training cell provides employees with a clear understanding of their own behaviour that enables them to become more effective team members and leaders. It even includes a mapping of their stress behaviour, and how those impact other team members and employees.

By mapping managers’ as well as the entire team’s behaviour against the key paradoxical principles of leadership, managers can take practical steps in coaching for performance enhancement, retaining talent and building effective working relationships. The ultimate goal being the growth of the individual, which can in turn lead to the growth of the organization.

17. Personnel

Your company has got working strength of 894 employees comprising of 421 Executives and 473 Non-Executives as on 30.06.2016. TCIL always regards its Human Resources as one of its prime resources and as such, The Company has a very lucrative pay structure which ensures planned growth for the employees. TCIL continues to pay great importance to implementing the directives and policies of Government of India regarding reservation of SC/ST/OBC and physically handicapped. TCIL increases its manpower resource pool through direct recruitments after careful scrutiny of the candidates strictly according to the company hiring policies.

Empowerment of Women

TCIL is providing a friendly workplace for female employees and safety/security measures for them are strictly enforced too. As a welfare measure, various benefit schemes are incorporated in TCIL like maternity leave has been enhanced from 90 days to 180 days for all women employees to take care of their small children. There is an increase in the managerial and supervisory category of women employees. Separate toilets are available for women on each floor. Some female employees are holding higher management/ authoritative posts in TCIL. Now, more and more women are involved in decision making. TCIL also has a Sexual Harassment Committee constituted for Women employees for addressing their grievances regarding harassment. On the Women’s Day on 8th March 2016, a lecture was organized on “Cervical Cancer” by doctors of Max hospital for keeping aware women employees of TCIL.

Employee welfare activities

A grievance redressal system is also in place for all employees of TCIL where every week CMD TCIL addresses the issues/grievances of the employees and follow up is done and appropriate action is taken in this regard subject to administrative constraints. At the end of each month, for employees who are retiring in that month, a farewell function is also organized for making them feel important and bidding farewell to them. TCIL has celebrated International Yoga day on 21st June 2016 wherein a yoga session and naturopathy session was organized for TCIL employees to relieve them from normal stress and job related tensions to the employees. Also, TCIL empanelled acupressure

International Yoga Day Celebrations


29

doctor conducts Sessions of acupressure in TCIL 3 days a week. For energizing and rejuvenating the employees from job stress and for being fresh from day to day monotony, tours were organized for TCIL employees at Jwalaji & Kangra in 2015 & 2016 charging a very nominal amount from the employees to motivate them and keep them refreshing.

18. Use of Hindi (Rajbhasha)

Your company has initiated several steps towards increasing the use of official language Hindi. TCIL is committed to implement Official Language policy and fulfill the targets related to Hindi. In the month of September 2015, Hindi Fortnight has been celebrated in TCIL. During this fortnight, four competitions have been organized. A competition, called ‘Prashn Manch Pratiyogita’ is very popular among the employees. Hindi Workshops/Seminars have been organized regularly as per the directives. In the month of March, a Hasya Kavi Sammelan has been celebrated on the occasion of Holi festival. ‘Hamara TCIL’, a house magazine of your company, is being published quarterly and in Octobar 2015, we have published a special edition of our magazine in the memory of Dr. Kalam on the occasion of his birthday. Unicode and other advanced tools has been installed in all the computer system of the office and each employee is working in Hindi like never before.

19. Vigilance

During the period 2015-16, apart from investigations and departmental inquiries, Vigilance Division has taken various initiatives to enhance the transparency in the company’s operations. In order to lay emphasis on Preventive Vigilance, Periodic and Surprise Inspections were carried out as per the CVC guidelines at Bhopal, Lucknow and Bangalore Projects. Instructions for Systemic Improvement were issued based on the outcome of these Inspections. Vigilance Awareness

period was observed in TCIL w.e.f. 26.10.2015 to 31.10.2015, during which various events like Pledge by TCIL employees, Speech by a guest speaker on “Preventive Vigilance as a tool of Good Governance”, Debate and Essay Writing competitions were organized for bringing awareness among the employees about the vigilance matters.

20. Whistle Blower Policy/ Vigil Mechanism

Company has formulated a detailed Whistle Blower Policy/ Vigil Mechanism as per the requirement of Companies Act, 2013. The same is available on the website of the company.

21. Corporate Social Responsibility

A detailed Report on Corporate Social Responsibility is annexed as Annexure ‘E’ as per the requirements Section 135 of the Companies Act, 2013.

22. Related Party Transactions

Forms AOC-2 containing complete particulars of Related Party Transactions are attached as Annexure ‘F(1) to F(8)’

23. Research and Development

TCIL has commenced the Research and Development (R&D) project “Design & Development of Retinal Image Based Wireless Sensor Module for Affordable Mobile Health-Care” in financial year 2011-12 with IIT Delhi as the research partner. Subsequently, a prototype of the device was developed and demonstrated. Further research and development on the project continued in the last fiscal year. A field deployable version of the product was under development. Technical report was also prepared. This is a ongoing project in 2015-16.

TCIL has funded the R&D project. IIT Delhi has published the international paper on the same project on Jan 2015, International Conference on Health Informatics (HEALTHINF 2015) Lisbon, Portugal.

The main idea behind this device is to create a hand-held fundus imaging device by integrating low cost small sized camera with ophthalmoscope supported by a software based solution for focusing and improving the quality of image captured. Fundus imaging is an important technique in the process of diagnosis for diabetes and early detection can prevent various diseases. A portable solution for this cause can be very useful and practical to use.

24. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act,

Hindi Pakhwada Celebrations


30

2013, the Directors to the best of their knowledge and belief confirm:

1) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there has been no material departure.

2) That appropriate accounting policies and practices have been applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2016 and of the Profits of the Company for the year ended on that date.

3) That proper care has been taken for the maintenance of accounting records in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) That the Annual Accounts have been prepared on a “going concern” basis.

5) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. Directors

Shri A.K. Gupta, Director (Finance), Sh. Rajesh Kapoor, Director (Technical), Shri Shashi Ranjan Kumar, Director (Govt. Nominee) continued to hold their posts throughout the year under review.

Shri Vimal Wakhlu, Chairman and Managing Director, consequent to his superannuation, ceased to be the Director w.e.f. 31.01.2016 and Sh. Ajai Kumar Gupta, Director (Finance) took over and held the additional charge of Chairman and Managing Director from that date till the close of the financial year.

Sh. Rajiv Gupta was appointed as Director (Projects) w.e.f. 04.06.2015. Before his appointment, Sh. Rajesh Kapoor, Director (Technical) was holding the additional charge of Director (Projects) during the year.

Smt. Simmi R. Nakra, Director (Govt. Nominee) ceased to be the Director w.e.f. 13.05.2015 and in her place Sh. Srikanta Panda was appointed as Director (Govt. Nominee) w.e.f. that date.

Sh. Srikanta Panda, Director (Govt. Nominee) ceased to be the Director w.e.f. 07.07.2015 and in his place

Smt. Sumita Purkayastha was appointed as Director (Govt. Nominee) w.e.f. 06.08.2015.

Sh. K. Chandrashekhar Iyer, Independent Director ceased to be the Director w.e.f. 06.07.2015 consequent to the expiry of his term. In his place, Prof. Rekha Jain was appointed as Independent Director on the Board w.e.f. 23.11.2015

During the year under review, all the Directors attended all the six (6) Board Meetings held except as stated below:-

221st 30.11.2015 Prof. Rekha Jain

222nd 28.01.2016 Smt. Sumita Purkayastha

The last AGM was held on 24.09.2015 and all the Directors attended the same.

26. Details of Key Managerial Personnel

As on 31st March, 2016, the Officials designated as Key Managerial Personnel of the company are as follows :

1. Sh. A.K. Gupta, CFO and Director (Finance)

2. Sh. Rajesh Kapoor, Director (Technical)

3. Sh. Narendra Jain, Group General Manager (Finance & Company Secretary)

A brief Profile of all the above directors/KMPs are available on the website of the company.

27. Extracts of Annual Return

The extract of Annual Return of the Company in Form No. MGT-9 for the year under report pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is placed at Annexure-G.

28. Secretarial Audit Report

The Secretarial Audit of the company for financial year 2015-16 pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been conducted by M/s. Sanjay Chugh, Practicing Company Secretary, New Delhi. The Secretarial Audit Report has been attached to this report as Annexure- H. The Report does not contain any qualification.


31

29. Information under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remu-neration of Managerial Personnel) Rules, 2014 regarding Employees Remuneration

Information as per Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to your Company as no employee in the Company was drawing more than Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum or in excess of that drawn by the Chairman-cum-Managing Director or Whole-Time Director and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

30. Statement under Section 134(3)(p) of the Companies Act, 2013 regarding Formal Annual Evaluation made by Board of its own performance and that of its Committees and individual directors

In terms of the notification dated 05.06.2015 issued by Ministry of Corporate Affairs, the company has been exempted from the above provision and hence the disclosure is no longer required.

31. Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

There was no loans, guarantees or investments made by the company exceeding the limits specified under Section 186 of the Companies Act, 2013 during the year under review and hence, the said provision is not applicable.

32. Unsecured Loan:

During the year under review, the unsecured loans of TCIL stood at Rs. 1279.1 Millions.

33. Annual Procurements from MSEs

During the year 2015-16, TCIL has surpassed the man-datory target of 20%, so far as the procurement from MSEs is concerned. The Actual procurement made from MSEs was Rs. 1.4 billion which was 29.5% of the total value of procurement during the year 2015-16. TCIL has set a target of 20% to procure only from MSEs out of the total value of Goods & Services to be procured during the Financial Year 2016-17. This information has been posted on TCIL website.

34. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Pro-hibition and Redressal) Act, 2013

As per the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under, the Company has in place, a committee for prevention, prohibition and redressal of sexual harassment at workplace.

During the financial year 2015-16, the Committee re-ceived one complaint on sexual harassment and dis-posal of one complaint made during the previous year was pending. Both the complaints were disposed off during the year.

35. Declaration by Independent Director

A declaration has been given by Independent Directors under Section 149(6) of the Companies Act, 2013.

36. Auditors

Comptroller and Auditor General of India appointed M/s Hingorani M. & Co., Chartered Accountants as Statutory Auditors for auditing Accounts of TCIL for the year 2015-16.

Apart from this, the following foreign Branch Auditors were also appointed:-

Kuwait - M/s RSM Albazie & Co.

Oman - M/s Maqbool H. Moosa Yousuf Auditors

Mauritius - M/s Moore Stephens

Saudi Arabia-I - M/s Talal Abu-Ghazaleh & Co.

Saudi Arabia-II - M/s Rashid Awaji

Sierraleone - M/s Leone Consultants

37. Acknowledgement

Your Directors place on record their sincere appreciation to the Department of Telecommunications and various Ministries of the Government of India, the Central Government, the State Governments, all its technology providers, equipment suppliers, value added service partners and all the business associates for the co-operation and support extended to the Company.

Your Directors would like to place on record the valued cooperation and support extended by Comptroller and Auditor General of India, Statutory


32

Auditors and Branch Auditors, Exim Bank, ECGC and the Bankers.

The Directors wish to place their gratitude to the valued clients both in India and Abroad for their continued trust, support and reposing confidence on the company.

The Board also wish to take this opportunity to express their thanks for the valuable contribution made by the

outgoing Directors during their tenure on the Board of the Company.

The Directors also take this opportunity to record their appreciation for the continued and dedicated hard work and efforts of every employee of the company and expect the same in the coming years also. Their commitment and dedication is beyond words.

For and on behalf of the Board of Directors

(AJAI KUMAR GUPTA) CHAIRMAN & MANAGING DIRECTOR DIN No. 03564145

Date: 19.08.2016

Place: New Delhi


33

Annexures to the Director’s Report

Report on Corporate Governance - Annexure ‘A’

Management Discussion & Analysis Report - Annexure ‘B’

The salient features of the financial statement of - Annexure ‘C’ the subsidiaries in the prescribed Form AOC-1

Information relating to Conservation of Energy, - Annexure ‘D’ Technology Absorption, Foreign Exchange Earnings and Outgo

A detailed Report on Corporate Social Responsibility - Annexure ‘E’

Forms AOC-2 containing complete particulars of - Annexure ‘F(1) to F(8)’ Related Party Transactions

The extract of Annual Return of the Company in - Annexure ‘G’ Form No. MGT-9

“Secretarial Audit Report” of the company - Annexure ‘H’


34

Annexure ‘A’

Company’s Report on Corporate GovernanceA. Corporate Governance

Corporate Governance involves commitment to conduct the business in a fair, transparent and ethical manner, aimed at promoting sustainable business and enhancing shareholders’ value in the long term. The essence of Corporate Governance lies in promoting and maintaining integrity, transparency and accountability across all business practices. Your company believes that Corporate Governance is a continuous journey for sustainable value creation for all the stakeholders driven by our values of Integrity, Transparency, Commitment, Passion, Seamlessness and Speed.

Company, continuously strives for excellence through adoption of best governance and disclosure practices. Corporate Governance has always been intrinsic to the management of the business and affairs of our Company. Your Company believes that good governance practices stem from the culture and mindset of the organisation.

Sustaining a culture of integrity, along with high performance orientation in today’s complex business environment needs a robust governance structure. The Corporate Governance structure of the Company is multi-tiered, comprising of Board of Directors at the apex level and various committees, which collectively ensure highest standards of Corporate Governance and transparency in the Company’s functioning. The Board exercises independent judgement in overseeing management performance and plays a vital role in the oversight and management of the Company. The Board is chaired by the Executive Chairman, who is responsible for the overall strategy development, alliances, leadership development, international opportunities, strengthening governance practices and enhancing brand value and the company’s global image and reputation.

TCIL has laid down a well-defined the Code of Conduct for all the Board Members and Senior Management Personnel of the Company, which is also uploaded on the website of the Company. All Board Members and Senior Management Personnel have affirmed

compliance to the Code of Conduct. A declaration signed by the CMD affirming the compliance with the Code of Conduct by the Board Members and Senior Management Personnel of the Company is attached and forms part of this Report.

Your Company also confirms the compliance of the Government of India’s directives for implementation of Corporate Governance Norms for the Unlisted CPSEs.

B. Integrity Pact

TCIL had signed an MOU with Transparency International for implementation of Integrity Pact. Initially, the threshold level of Procurement which falls under this pact was Rs. 100 Million which has been reduced over the period of time. In respect of Integrity Pact Programme, the threshold value of the Tender/ Projects were increased to Rs. 2.5 Million as proposed by the new IEMs. TCIL has also implemented the procedure of storing the signed IP documents in TCIL server. The company is also holding meetings of Independent External Monitors (IEMs) from time to time to review and oversee the implementation of Integrity Pact Programme and in this regard, Annual Report was also submitted to CVC.

C. Right to Information

Executive Director (Civil) is acting as the Central Public Information Officer (CPIO) as defined under the Right to Information Act, 2005. During the year under report, information has been provided in response to 78 requests received.

D. Board of Directors

During the year, the Board of Directors of the company met six times on 24th June 2015, 20th August, 2015, 18th September, 2015, 30th November, 2015, 28th January, 2016, and 10th March, 2016.

The details as to the attendance of the Directors in the Board Meetings and the last AGM held on 24th September, 2015 and number of other directorships and committee memberships, chairmanships as on 31st March, 2016 are as follows:


35

Name of the Directors Category

Attendance in Board Meeting during 2015-16

Attendance in Last AGM

Number of Directorships

in other Companies

Number of Committees

(including TCIL)

Member Chairman

Vimal Wakhlu Chairman and Managing Director

5 Yes 6 - 4

Ajai Kumar Gupta Director (Finance) 6 Yes 3 1 1

Rajesh Kapoor Director (Technical) 6 Yes 1 3 Nil

Rajiv Gupta Director (Projects) 6 Yes 5 3 Nil

K. Chandrashekhar Iyer Independent Director 1 - 1 5 4

Shashi Ranjan Kumar Director (Govt. Nominee)

6 Yes Nil 5 2

Smt. Simmi R. Nakra Director (Govt. Nominee)

- - 1 3 Nil

Srikanta Panda Director (Govt. Nominee)

1 - - 1 -

Sumita Purkayastha Director (Govt. Nominee)

4 Yes - 4 Nil

Rekha Jain Independent Director 2 - 1 3 2

* Shri Vimal Wakhlu, Chairman and Managing Director, consequent to his superannuation, ceased to be the Director w.e.f. 01.02.2016 and Sh. Ajai Kumar Gupta, Director (Finance) took over and held the additional charge of Chairman and Managing Director from that date till the close of the financial year.

* Sh. Rajiv Gupta was appointed as Director (Projects) w.e.f. 04.06.2015. Before his appointment, Sh. Rajesh Kapoor, Director (Technical) was holding the additional charge of Director (Projects) during the year.

* Smt. Simmi R. Nakra, Director (Govt. Nominee) ceased to be the Director w.e.f. 13.05.2015 and in her place Sh. Srikanta Panda was appointed as Director (Govt. Nominee) w.e.f. that date.

* Sh. Srikanta Panda, Director (Govt. Nominee) ceased to be the Director w.e.f. 07.07.2015 and in his place Smt. Sumita Purkayastha was appointed as Director (Govt. Nominee) w.e.f. 06.08.2015.

* Sh. K. Chandrashekhar Iyer, Independent Director ceased to be the Director w.e.f. 06.07.2015 consequent to the expiry of his term. In his place, Prof. Rekha Jain was appointed as Independent Director on the Board w.e.f. 23.11.2015

* For number of Directorships in other Companies, only Public Limited Companies are considered. Private Limited Companies, Foreign Companies and Companies registered under Section 8 of the Companies Act, 2013 have been excluded.

A brief profile of Directors who have joined TCIL during the financial year is as follows:

Sh. Rajiv Gupta has done B.Sc. (Engg) from Delhi College of Engineering, Delhi in 1982 and P.G. Diploma in Management in Public Policy & Management from MDI, Gurgaon. He has got more than 30 years of experience in different fields of Telecom. Starting his career in DRDO and BHEL, Mr. Gupta had joined DOT in 1984. He also worked in various divisions and undertakings of GOI like BSNL, MTNL and TCIL from 1984 till 03.06.2015. His previous assignments include Executive Director (HRD), TCIL; Executive Director (BD), TCIL; Deputy Director General (Security Policy), DOT; Deputy Director General (Telecom Engineering Centre); Senior General Manager (Telecom District), Bhagalpur; Project Director (Oman), TCIL; Group General Manager (TCIL); Deputy Director General (PG), DOT; Director/Jt.DDG(GP), DOT etc. Mr. Gupta joined as Director (Projects), TCIL w.e.f. 04.06.2015.

Smt. Sumita Purkayastha is a Masters in Political Science & International Relations from Delhi University and MBA in Finance. She joined the IP&T(A&FS) in 1983. Prior to this, she had a brief appointment as Management Trainee with Steel Authority of India Ltd.(SAIL)

Since joining the Service, she has worked in many capacities both in the Department of Telecom as well as Department of Posts notably GM & IFA, Kolkata Telephones, GM (Investor Relations & Corporate Accounts) MTNL Corporate Office (in which capacity she was responsible for the listing of MTNL on the New York Stock Exchange(NYSE). Among other important posts held by her were GM(Finance & Audit) BSNL Corporate office, CCA J& K Circle & Director General, National Institute of Communication Finance. As DG,NICF she has attended and conducted a number of training programmes, seminars and work-shops both in India and abroad. At present, she is working as Principal Controller of Communications Accounts, Northern Zone, Delhi in Deptt. of Telecom.


36

Prof. Rekha Jain is currently Professor and the Executive Chair of the IIMA-IDEA Telecom Centre of Excellence, Indian Institute of Management Ahmedabad. She has a Ph. D. from the Indian Institute of Technology, Department of Computer Science & Engineering, New Delhi (1985), M. Phil (1977-79): Department of Computer Science, JNU, New Delhi, M. Sc. (1976), Physics: Delhi University. She was awarded senior Fulbright Fellowship on Telecom Regulation in 1997-98. She was associated with the Fundacio Dom Cabral (FDC), Brazil during 2011. She has several publications in national and international journals and is an editorial board member of Journal of Global Information Management (JGIM) and Board Member of several professional organizations. She has been and continues to be a member of several national level committees in the telecom and IT sectors. She has worked with both international and domestic organizations, including World Bank, DFID, Commonwealth Telecommunications Organization, IDRC, Department of Telecommunications, NASSCOM, Department of Post, Sixth Pay Commission, Tata Consultancy Services, Department of Electronics and Information Technology, etc. She was a Member of the Board of Governors of IIMA (2013-15). She is a member of the Board of Telecommunications Consultants of India Ltd. She has administrative experience in working in various key positions at IIMA. From 1997-2007, she was head of the Centre for Telecom Policy Studies. She was Chair of the Post Graduate Program from 2010-2012, Chair of the Doctoral Program (2006-2008) and Placements (2002-2005).

E. Information to the Board

The Board of Directors have complete access to the information within the Company which includes Annual Revenue and Capital Budget, Periodic Statement of Accounts showing financial results of the Company, Financing Plans of the Company, Minutes of the Meeting of various Committees including Audit Committees, details of subsidiary and JV Companies, any materially relevant default, compliance/ non-compliance of any regulatory / statutory requirements.

F. Audit Committee

TCIL has in place an Audit Committee in terms of Section 177 of the Companies Act and also as per DPE guidelines. The Audit Committee reviews, with the management, annual financial statements before submission to the Board for approval. The Committee also oversees the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible. Reviewing the adequacy of the

internal audit function including the structure of the internal audit department is also undertaken by it. The terms of reference of Audit Committee include :

1. To recommend for appointment, remuneration and terms of appointment of auditors of the company;

2. To review and monitor the auditor’s independence and performance and effectiveness of audit process;

3. To examine financial statement and auditors’ report thereon;

4. To approve or subsequently modify transactions of the company with related parties and also determine whether a particular related party contract or arrangement or transaction is in the ordinary course of business and/or at arms’ length basis.

5. To scrutinize inter-corporate loans and investments;

6. Valuation of undertakings or assets of the com-pany, wherever it is necessary ;

7. To lay down internal financial controls to be followed by the company and evaluation of internal financial controls to ensure that such internal financial controls are adequate and working effectively. Internal Financial Control shall have the same meaning given in the explanation to Section 134(5)(e) of the Companies Act 2013.

8. To evaluate risk management systems;

9. To monitor the end use of funds raised through public offers and related matters.

10. To formulate scope, functions, periodicity and methodology for conducting internal audit in consultation with Internal Audit.

11. To oversee the vigil mechanism

12. Any other matter as per DPE guidelines not specifically included above.

13. Any other matter which may be entrusted to Audit Committee by the Board of Directors from time to time.

Powers of the Audit Committee

a) Inviting comments of auditors about Internal Control Systems and Scope of Audit.

b) To investigate into any matter in relation to items specified in the above mentioned terms of reference.

c) To obtain professional advice from external sources.


37

d) To have full access to information contained in the records of the Company.

Composition

The constitution of the Audit Committee as on 31.03.2016 was as follows:

1. Prof. Rekha Jain, Chairperson2. Sh. Shashi Ranjan Kumar, Member3. Smt. Sumita Purkayastha, Member

Company Secretary is the Secretary of the Audit Committee. During the year under review, the changes in the composition of the Audit Committee was as follows: -

* Smt. Simmi R. Nakra, Director (Govt. Nominee) ceased to be the member w.e.f. 13.05.2015 and in her place Sh. Srikanta Panda was appointed as member w.e.f. 20.05.2015.

* Sh. Srikanta Panda, Director (Govt. Nominee) ceased to be the member w.e.f. 07.07.2015 and in his place Smt. Sumita Purkayastha was appointed as member w.e.f. 06.08.2015.

* Sh. K. Chandrashekhar Iyer, Independent Director ceased to be the Chairman w.e.f. 06.07.2015 and in his place Sh. Shashi Ranjan Kumar who was already a member was designated as Chairman of the Committee. Sh. Rajiv Gupta, Director (Projects) also became a member of the Committee from 16.07.2015 to 29.11.2015. Later on, Prof. Rekha Jain was appointed as the Chairperson of the Committee w.e.f. 30.11.2015

The Audit Committee of the Board of Directors met five times on 24th June, 2015, 20th August, 2015, 30th November, 2015, 28th January, 2016, 10th March, 2016 .

The composition and category of Members of the Audit Committee of the Board of Directors and attendance at the meeting is as under: -

Sr. No.

Name of the Directors

Designation Category Attendance

1 Dr. K. Chandrashekhar Iyer

Chairman Independent Director

1

2 Shri Shashi Ranjan Kumar

Member/ Chairman

Govt. Nominee Director

5

3 Smt. Simmi R. Nakra Member Govt. Nominee Director

-

4 Sh. Srikanta Panda Member Govt. Nominee Director

1

5 Smt. Sumita Purkayastha

Member Govt. Nominee Director

3

6 Sh. Rajiv Gupta Member Director (Projects)

2

7 Prof. Rekha Jain Member/ Chairperson

Independent Director

2

G. Sub-committees of the Board of Directors

1. Nomination & Remuneration Committee

The functions of the Nomination & Remuneration Committee include recommending to the Board the remuneration payable to employees, revision in salary, Performance Related Pay (PRP), payment of perks and general personnel policies. As on 31st March, 2016, following Directors were the Members of the Remuneration Committee:

(i) Prof. Rekha Jain, Chairman

(ii) Sh. Shashi Ranjan Kumar, Member

(iii) Smt. Sumita Purkayastha, Member

2. Risk Management Committee

TCIL has a Risk Management Committee of the Board which oversees the risk management function in the company.

As on 31st March, 2016, the members of Risk Management Committee of Directors were as under:

(i) Sh. Shashi Ranjan Kumar, Member, Chairman

(ii) Sh. Rajesh Kapoor, Member

(iii) Sh. Rajiv Gupta, Member

(iv) Smt. Sumita Purkayastha, Member

H. Name, address and contact details of the Compliance Officer:

Mr. N. Jain is the Compliance Officer of the Company. The Compliance Officer can be contacted at the following numbers:

Mr. N. Jain, Group General Manager (Finance & Company Secretary)

Phone No. : 011- 26202126 (O)

Mobile No. : 9868393749

E-mail : [email protected]


38

I. Annual General Meetings (AGMs) :

The details of last 3 Annual General Meetings of the Company are as under

No. of AGM

Financial Year

Date Time Venue Special Resolutions

Passed

37th 2014-15 24.09.2015 12:15 hrs

TCIL Bhawan

NIL

36th 2013-14 25.09.2014 12:15 hrs.

TCIL Bhawan

1

35th 2012-13 30.09.2013 12:15 hrs.

TCIL Bhawan

NIL

J. Disclosures :

(a) Subsidiary Company: The Audit Committee of the Company is not required to review the financial statement of the subsidiary companies in terms of DPE Guidelines as the turnover or net worth of the subsidiary companies are less than 20% of Turnover/net worth of TCIL.

(b) Disclosure of the materially significant related party transactions: Details of the Related Party Transactions as per Accounting Standard –18 forms part of the Notes to the Accounts. Also Forms AOC-2 containing complete particulars of Related Party Transactions are attached as Annexure ‘F (1) to F(8)’

(c) Disclosure of Accounting Treatment: Company follows the Accounting Standards issued by the Institute of Chartered Accountants of India in the preparation of Financial Statements. Company has not adopted a treatment different from that prescribed in any of the Accounting Standard.

K. Training of Board of Members:

The new Directors are given orientation and induction regarding company’s vision, core value including ethics, financial matters, business operations, risk matters.

The normal practice is to furnish booklets, brochures, Annual report, MOU signed with administrative ministry, Memorandum & Article of Association of the company, guidelines on Corporate Governance etc.

During the year, Sh. A.K. Gupta, Chairman and Managing Director and Director (Finance) attended the following programmes:

- Formulation of Foreign Trade Policy(2014-19)

- 5th Annual FEMA Summit 2014

- 11th International Tax Conference

- FICCI’s Seminar on ‘India’s Growth Trajectory in Fractured World Economy- Opportunities and Challenges’

- National Convention on Corporate Governance & Sustainability

L. Whistle Blower Policy / Vigil Mecha-nism:

Your Company has in place a Whistle Blower Policy / vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Company’s Code of Conduct. Adequate safeguards. Against victimization to those who avail of the mechanism is provided. The Whistle Blower Policy / Vigil Mechanism of the company is available on the website of the company.

M. Means of Communication

Annual results to the shareholders are sent by way of Annual report.

N. Posting of information on the web site of the Company:

Annual results of TCIL, tenders and career opportunities are posted on Company’s web site: www.tcil-india.com


39

Annexure “B”

MANAGEMENT DISCUSSION & ANALYSISA. Industry Structure and Developments in the past and has established itself as a trusted brand

and expert in the Telecom. The TCIL’s strength include the following :

- Good Brand Equity and Track record.

- International and Technical expertise.

- Pioneering Latest Technologies.

- Adopting customer friendly approach.

- Registered with International agencies.

- Experienced Workforce

- Government of India Lineage and support

Weakness:

- TCIL relies mainly on reactive business acquisition model by responding to tenders and RFPs

- High Dependency on OEM Manufacturers being a purely services/ Project Management company.

- Lack of Autonomy for formation of Joint Ventures as per DPE Guidelines.

- Very few projects from parent Ministry or sister PSUs on nomination basis.

- High Working Capital requirement.

- Disqualification from bidding in Telecom tenders by BSNL.

Opportunities

- Accelerating growth of Tele-density in India

- IT adoption by various Govt. and Govt. bodies.

- Growing mobile telephony.

- Up-gradation of legacy networks such as landline, 2G to 3G and 4G LTE

- Opportunities in cloud computing, Rural telephony, value added services & managed services

- Opportunities in IT through GOI focus on Digital India and e-Kranti.

- Creation of telecom infrastructure in rural and remote areas.

- Broadband connectivity all over the Country

- The liberal and reformist policies of the Government of India

- Huge opportunities to be leveraged in African

India is currently the second-largest telecommunication market and has the third highest number of internet users in the world. It has one of the lowest call tariffs in the world enabled by the mega telephone networks and hyper-competition among them. It has the world’s third-largest Internet user-base.

The Indian mobile economy is growing rapidly and will contribute substantially to India’s gross domestic product (GDP), according to report prepared by GSM Association (GSMA) in collaboration with the Boston Consulting Group (BCG). Telecom is clearly morphing into a data-centric future, which is destined to throw up its unique set of opportunities and challenges. The expansion of mobile internet and emergence of plenty of digital possibilities are evolving the telecom sector significantly.

4G services coupled with the Government’s favourable regulatory policies are expected to propel rapid growth in the telecom sector. The growth will also be fuelled by the government’s vision and focus to ensure Internet availability in all villages in the country. The government has enabled easy market access to telecom equipment and a fair and proactive regulatory framework that has ensured availability of telecom services to consumer at affordable prices. The deregulation of foreign direct investment (FDI) norms has made the sector one of the fastest growing in the country.

The telecom sector is characterized by technological changes and competition from new technologies is an inherent threat. However, till date, the Indian telecom sector has not faced any Disruptive phase arising out of any technological changes. Moreover, your Company has a fantastic capability to adapt to any future techno-logical changes.

As most of TCIL’s business comes from Telecom Projects, the growth/opportunities in the Telecom Industry would drive the growth and new project volume for the company. The strong brand pull coupled with the improving project flows provides enough confidence to your company to remain on the path of profitable growth going forward.

B. SWOT Analysis

Strength:

TCIL has delivered marquee projects like PAN Africa


40

countries.

- Optical Fibre Cable network in uncovered areas.

- Increased infrastructure Projects in existing geographies.

- New Enterprise Incentive Scheme and Line of credit available for African countries.

Threats

The major challenges faced by the Company are:

1) Obsolescence of existing network elements and fast changing technology.

2) Changing landscape of telecom and civil industry.

3) Competition from OEM manufacturers and small players

4) Competitive bidding.

5) Lack of funding for Telecom Projects by Multilateral Funding agencies.

6) Lack of funds in African countries.

7) Tendering of projects on Deferred payment model by Govts.

8) Substantially decreased margins in global tenders on account of fierce competition in Telecom & IT sector.

C. Segment–Wise Performance

The segment wise performance of TCIL for the year 2015-16 is as follows:

Figure in Million (Rs.)Primary

Telecom 6397.9 Civil 927.5 Consultancy and Service Contract 3185.3Trading Activities 2627.7 Other Operating Revenue 138.8

Secondary

Inland Projects 9207.1 Foreign Projects 4070.1

D. Outlook

TCIL has strong potential to emerge as a stable player in the competitive, technology and tariff driven market. It has the strong capability to adjust to rapid technological changes and to accelerate the innovation. The company will focus on the following areas in the coming years to maintain its dominant position :

‘Digital India’ programme announced by the Government of India.

National e-Governance Plan announced by Government of India.

Digitisation of various Govt. and Govt. Departments.

Focus on Broadband Multimedia Convergent Service Networks.

Green Telecom, Cyber security and ICT Development

Smart cities

Homeland security projects, e-Kranti, Smart, Intelligent and Green Buildings, cloud services.

Setting up of Application Development centre planned by DOT.

Next Generation Wireless Services, Mobile applications and expansion in rural markets

Enter the domain of e–Waste management, Disaster Management and renewable energy

E. Risks and Concerns/ Risk Management Policy

The Company believes that managing risks goes hand-in-hand with maximising returns. To this effect, there is a robust process in place to identify key risks across the Company and prioritise relevant action plans to mitigate these risks.

Your Company has constituted a Risk Management Committee, the details whereof are set out in the Corporate Governance Report forming part of the Annual Report. Your Company has a well-established Risk Management framework in place for identification, evaluating and management of risks, including the risks which may threaten the existence of the Company. In line with your Company’s commitment to deliver sustainable value, this framework aims to provide an integrated and organized approach for evaluating and managing risks. The risk management system of the company is overseen by an internal Risk Management Committee headed by functional director and also board level sub-committee. The Committee / Board periodically reviews the risks and suggest steps to be taken to control and mitigate the same through a properly defined framework. Company is also taking various remedial measures on the basis of advice of the Risk Management Committee. Apart from this, your company has a well defined Risk Management Policy approved by the Board of Directors in their 203rd Meeting held on 23.04.2013. The objective of this Policy is to have a well defined approach to risk.


41

The Policy lays broad guidelines for the appropriate authority so as to be able to do timely identification, assessment, and prioritisation of risks affecting the Company in the short and foreseeable future. The Policy suggests framing an appropriate response action for the key risks identified, so as to make sure that risks are adequately compensated or mitigated. As per the policy, the role of the Risk Management Committee shall be

1) To assist the Board in fulfilling its Corporate Governance ideals in overseeing the responsibilities with regard to evaluation and mitigation of operational strategic and external environment risk(s).

2) To monitor and approve the risk policies and associated practices of the Company.

3) To review and approve various statements/ disclosures.

4) To provide assistance and improve the quality of the decision making throughout the organization.

In this respect, the delegation of powers shall be as follows:-

1) Upto the value of Rs.50 million, it will be within the powers of CMD which is based on the recommendations of the Internal Risk Management Committee.

2) The Risk Management Committee will review and approve the value of contracts from Rs.50 million to Rs.500 million.

3) Above Rs.500 million value, the approval of the Board shall be taken.

For the purpose of obtaining the approval either from Risk Management Committee or from Board of Directors, the approval shall be taken by way of

circular resolution or in the case of meeting by way of giving a shorter notice (one or two days), as there is very limited time in case of tenders.

F. Internal Control Systems and their Adequacy

The Company has in place adequate tools, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The Internal Control system of the company ensures regulatory and statutory compliances and the highest level of governance. The terms of reference of Audit Committee includes the review of the Internal control systems and their adequacy. The Internal Audit function is responsible to assist the Audit & Risk Management Committee on an independent basis with a full status of the risk assessments and management. Internal Audit Department reports significant audit observations to the Audit Committee. The Audit Committee reviews the audit observations and monitoring the implementation through action taken report.

G. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is placed at Annexure ‘D’ of Director’s Report.

H. Corporate Social Responsibility

Separate section on Corporate Social Responsibility is included as Annexure “E”of Director’s Report.


42

Annexure - C

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate compa-nies/joint ventures

Part “A”: Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Sl. No. Particulars Details1. Name of the subsidiary TCIL Bina Toll Road Limited2. Reporting period for the subsidiary concerned, if different from the holding company’s

reporting periodSame as Holding company

3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries

N.A.

4. Share capital 195,700,0005. Reserves & surplus (198,522,205)6. Total assets 1,172,324,7467. Total Liabilities 1,175,146,9518. Investments -9. Turnover 48,516,81710. Profit before taxation (104,319,740)11. Provision for taxation -12. Profit after taxation (104,319,740)13. Proposed Dividend -14. % of shareholding 100

Sl. No. Particulars Details1. Name of the subsidiary TCIL Lakhnadone Toll Road

Limited2. Reporting period for the subsidiary concerned, if different from the holding company’s

reporting periodSame as Holding company


N.A.

4. Share capital 231,100,0005. Reserves & surplus (2,453,199)6. Total assets 769,529,6667. Total Liabilities 540,882,8658. Investments -9. Turnover -10. Profit before taxation (423,774)11. Provision for taxation -12. Profit after taxation (423,774)13. Proposed Dividend -14. % of shareholding 100

Note : Figures in Bracket show negative figures.

N. Jain A.K. Jain A.V.V.Krishnan Rajesh Kapoor A.K.Gupta GGM (F&CS) ED (LPF) ED (F&A) Director (Technical) Chairman & Managing Director DIN 06370394 & Director (Finance) DIN 03564145 Place : New DelhiDate : 19.08.2016


43


Sl. No. Particulars Details1. Name of the subsidiary Tamilnadu

Telecommunications Limited

2. Reporting period for the subsidiary concerned, if different from the holding com-pany’s reporting period

Same as Holding company


N.A.

4. Share capital 456,762,0005. Reserves & surplus (991,800,240)6. Total assets 338,699,3437. Total Liabilities 873,737,5838. Investments -9. Turnover 41,856,64110. Profit before taxation (159,542,619)11. Provision for taxation -12. Profit after taxation (159,542,619)13. Proposed Dividend -14. % of shareholding 49%

Sl. No. Particulars Details1. Name of the subsidiary TCIL Oman LLC2. Reporting period for the subsidiary concerned, if different from the holding company’s

reporting period01.01.2015 to

31.12.20153. Reporting currency and Exchange rate as on the last date of the relevant Financial year

in the case of foreign subsidiariesOmani Riyal

1 OR = Rs. 172.090 (closing rate)

4. Share capital 25,813,5005. Reserves & surplus 163,1206. Total assets 26,168,6727. Total Liabilities 192,0528. Investments -9. Turnover 1,06810. Profit before taxation (34,419)11. Provision for taxation -12. Profit after taxation (34,419)13. Proposed Dividend -14. % of shareholding 70%

Notes: The following information shall be furnished at the end of the statement:1. Names of subsidiaries which are yet to commence operations – N.A.2. Names of subsidiaries which have been liquidated or sold during the year. – N.A.3. Balance Sheet is consolidated for the period from 01.04.2015 to 31.03.20164. Figures in Bracket show negative figures.


44

Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of associates/Joint Ventures

TBL International Ltd. (TBL)

Bharti Hexacom Limited (BHL)

United Telecom Limited (UTL)

Intelligent Communication Systems India

Limited (ICSIL)

Telecommunications Consultants Nigeria

Limited

1. Latest audited Balance Sheet Date

31.03.2016 31.03.2016 31.03.2016 (unaudited)

31.03.2016 (unaudited)

-

2. Shares of Associate/Joint Ventures held by the company on the year end

No. 87,641 75,000,000 5,731,900 36,000 26,000

Amount of Investment in Associates/Joint Venture

8,372,675 1,062,000,000 358,419,250 3,600,000 7,496

Extend of Holding% 44.94% 30% 26.66% 36% 40%

3. Description of how there is significant influence

Due to percentage of Share Capital

held


held


held


held

Due to percentage of Share Capital held

4. Reason why the associate/joint venture is not consolidated

N.A. N.A. N.A. N.A. Refer Note 3 below

5. Net worth attributable to share-holding as per latest audited Balance Sheet

17,426,419 18,074,400,000 (83,070,171) 57,027,993 -

6. Profit/Loss for the year

i. Considered in Consolidation 902,799 3,028,500,000 (113,334,192) 14,552,568 -

ii. Not Considered in Consolidation

N.A. N.A. N.A. N.A. Refer Note 3 below

1. Names of associates or joint ventures which are yet to commence operations.- N.A.2. Names of associates or joint ventures which have been liquidated or sold during the year. – N.A.3. There are no transactions in case of Joint Venture Company in Nigeria namely, Telecommunications

Consultants Nigeria Limited. The same is defunct for a number of years. Accordingly, not considered in consolidation

4. Figures in Bracket show negative figures.



45

ANNEXURE ‘D’ TO THE DIRECTORS’ REPORT

(A) Conservation of Energy

Efficient power management, infrastructure sharing, use of eco-friendly renewable energy sources, leveraging the latest technology to reach out to a large audience in the most energy efficient manner are some of the best practices adopted by the Company in its day-to-day business operations. The primary focus of the energy conservation drive has been on reducing energy cost and minimizing environmental impact of the company’s operations. As the company is not in the manufacturing process, there is no significant consumption of energy in its operations. However, during the year under review, 2 Numbers of Air conditioning plants of TCIL were replaced with new plants which are more energy efficient and environment friendly saving the electricity consumption to a great extent.

(B) Technology Absorption

The Company has embraced new technologies to overcome these challenges. Employees of the company at various levels are sponsored for advanced level Training programmes, Seminars and Conferences etc. for development of Technical Knowhow. Structured internal trainings are also imparted to the team of engineers for their skill development and grooming. PMP Trainig has been made compulsory for all the executives at the time of their promotion to the next cadre. The company is also adopting the R& D plan as per DPE guidelines.

(C) Foreign Exchange Earning and Outgo

The total foreign exchange earnings and outgo for the financial year under review is as follows:

a. Total Foreign Exchange earned : US$ 6.19 Million (Rs. 404.70 Million)

b. Total Foreign Exchange outgo: US$ 1.67 Million (Rs. 109.36 Million)

The total foreign exchange repatriated so far to our country is amounting to US$ 255.70 Million since inception.


46

Annexure ‘E’

Format for the Annual Report on CSR Activities to be included in the Board’s Report

1. A brief outline of Company’s CSR policy, including overview of projects or programs to be undertaken and a reference to the web-link to the CSR policy and projects or programs

TCIL is committed to conduct business in a socially, economically and environmentally responsible and sustainable manner, which enables the creation and distribution of wealth for the betterment of all its stakeholders, internal as well as external, through the implementation and integration of ethical systems and sustainable management practices. For this, TCIL had laid a balanced emphasis on all aspects of corporate social responsibility and sustainability with regard to its internal operations, activities and processes, as well as undertake initiatives and projects to facilitate capacity building, empowerment of communities, inclusive socio-economic growth, environment protection, promotion of green and energy efficient technologies, development of backward regions, and upliftment of the marginalized and under-privileged sections of the society.

The CSR provisions of the Companies Act 2013, Schedule VII, or the CSR rules are inviolable. However, in addition to the CSR provisions of the Act and the CSR rules, DPE has formulated Guidelines on Corporate Social Responsibility and Sustainability which are applicable to CPSEs. Guidelines do not supersede or override any provision of the Act, or Schedule VII of the Companies Act 2013, or the CSR rules, but will supplement them. It is clarified that in case of any perceived conflict between the CSR rules and the Guidelines, the former shall prevail in all circumstances.

The term Sustainability has been used in conjunction with CSR in the title of DPE Guidelines because CSR activities which are envisaged in the Act and in the CSR rules can be supplemented with sustainability initiatives as both aim at achieving sustainable development goals.

The CSR Committee so constituted formulated Policy on Corporate Social Responsibility (CSR Policy) and the Board of Directors of the Company (‘Board’) has approved the same as per recommendation of CSR Committee.

Web link: http://www.tcil-india.com/new/CSR.php

Corporate Social Responsibility activities for 2015-16

Project 1: Tele-education Network for delivering education in under developed regions

TCIL had proposed CSR project of Tele-education connecting 272 backward districts of country in which TCIL shall take up this CSR project on behalf of all CPSEs, as an implementing agency covering design, development, procurement, installation and commissioning of the network and post commissioning operations and management of the Tele-education services.

A Detailed project report and implementation plan for setting up of Tele-education Network for delivering education in under developed regions was prepared.

CSR funds have been used for setting up central servers for the Tele-Education setup. In addition to this, equipments have been procured for setting up virtual classrooms and studios for delivering education on the network.

An MOU has been signed with National Institute of Open Schooling for providing Tele-education in backward areas.

Tele-education equipments were procured and installed at TCIL Bhawan, National Institute of Open Schooling, Bhaktivedanta Gurukula & International School & ISKCON.

Lectures are being organized from ISKCON Delhi centre to BGIS for promoting quality rural education. ISKCON has a pool of highly qualified volunteers graduated from IITs who are dedicated towards social service and educate hundreds of children from rural background in BGIS on the network. .


47

National Institute of Open School has been using the virtual classroom at their Noida centre in providing education/training programs to their regional centers.

Project 2: Construction of Science Lab along with high quality scientific instruments at Bhaktivedanta Gurukula and International Studies, Mathura

A science lab has been constructed with high quality scientific instruments at BGIS, Mathura to equip BGIS with facility for all the experiments for the various classes as mentioned in ICSE and ISC syllabus.

215 school students of BGIS in class 6-12 out of which 30% belong to rural background in BPL/OBC/SC/ST category are beneficiaries. Students of both genders from rural areas of other schools in Mathura will also access the science laboratory during certain hours of the day.

Project 3: Contribution to Swachh Bharat Kosh

An amount of Rs 11.59 lakhs (Eleven lakhs & fifty nine thousand only) has been contributed towards Swachh Bharat Kosh which is covered under item-I (improving sanitation) of Schedule VII of the Companies Act

2. The Composition of the CSR committee

The Chairperson and Members of the Committee are as follows:

Up to 31.01.2016

S.No. Name Designation Chairman / Member1. Sh. Vimal Wakhlu Chairman & Managing Director Chairperson2. Sh. A.K. Gupta Director (Finance) Member3. Sh. Rajesh Kapoor Director (Technical) Member4. Sh. Shashi Ranjan Kumar Director (Govt. nominee) Member5. Smt. Rekha Jain Independent Director Member

w.e.f. 22.02.2016

S.No. Name Designation Chairman / Member1. Sh. Shashi Ranjan Kumar Director (Govt. nominee) Chairman2. Prof. Rekha Jain Independent Director Member3. Sh. Rajesh Kapoor Director (Technical) Member4. Sh. Rajiv Gupta Director (Projects) Member

3. Average net profit of the company for last three financial years

Average net profit for last three financial years is negative (excluding profit of foreign projects/dividend received, as per CSR rules). However as per DPE guidelines on CSR, 2% of PAT of the preceding year is taken as the budget for CSR activities for FY 2015-16.

PAT for FY 2014-15 : Rs 21.37 crores

Budget for CSR for FY 2015-16 : Rs 42.74 lakhs

4. Prescribed CSR Expenditure

Rs 42.74 lakhs

5. Details of CSR spent for the financial year :

(a) Total amount spent for the financial year: Rs 42.80 lakhs


48

S. No.

CSR Projects/ activities identified

Sector in which the project is

covered

Projects or programs

Amount outlay (bud-get) project or program

wise

Amount spent on

projects or programs.

Cumu-lative expenditure

upto reporting

period

Amount Spent:

1) Local area or other

Subheads: 2015-2106

2) Specify the state and district where projects

undertaken

1) Direct expenditure on projects

or pro-grams

Direct or through imple-

menting agency.

2) Overheads

1 Contribution to Swachh Bharat Kosh

Schedule VII, item-I (Improving Sanitation)

Swachh Bharat Kosh

11.59 lakhs 11.59 lakhs 11.59 lakhs Direct contribution

2 Construction of Science lab in BGIS, Mathura.

Schedule VII, item-II (Promoting educa-tion)

Science lab has been constructed with high quality sci-entific instruments at BGIS, Mathura, Uttar Pradesh

24 lakhs 24 lakhs 24 lakhs Project implemented by ISKCON

3 Tele-education

Schedule VII, item-II (Promoting educa-tion)

Tele-education Network for delivering education in under developed regions

7.21 lakhs 7.21 lakhs 7.21lakhs Direct

TOTAL 42.80 lakhs 42.80 lakhs 42.80 lakhs

6. In case the company has failed to spend the two percent, of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board Report

N.A.

7. A responsibility statement of the CSR committee that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and Policy of the Company.

Implementation of CSR activities is in compliance with Companies Act, 2013 & DPE guidelines and to meet the CSR objectives and policy of the Company.

(Chairman and Managing Director) (Chairperson, CSR & S Committee)

(b) Amount unspent: NIL

(c) Manner in which the amount spent for the financial year is detailed below:


49

Form No. AOC- 2(Pursuant to clause (h) of sub-section(3) of Section 134 of the Act and Rule 8(2) of Companies (Accounts) Rules, 2014)Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto1. Details of contracts or arrangements or transac-tions not at arm’s length basis

N.A.

(a) Name(s) of the related party and nature of rela-tionship

N.A.

(b) Nature of contracts/arrangements/transactions N.A.(c) Duration of the contracts/ arrangements/ transac-tions

N.A.

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

N.A.

(e) Justification for entering into such contracts or arrangements or transactions

N.A.

(f) Date(s) of approval by the Board N.A.(g) Amount paid as advances, if any: N.A.(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

N.A.

2. Details of material contracts or arrangements or transactions at arm’s length basis(a) Name(s) of the related party and nature of rela-tionship

TCIL Lakhnadone Toll Raod Limited-Subsidiary

(b) Nature of contracts/ arrangements/ transactions Creation of Charges on the assets of TLTRL & avail-ment of Enhanced credit limits from Bank and approval of revised Cost estimate and Agreement with TLTRL

(c) Duration of the contracts / arrangements / trans-actions

1) The project cost increased to 79.49 Cr. and efforts made to reduce this cost to the maximum possible level.2) To approach Vijaya Bank for the enhancement of credit limit by Rs. 8.75 Cr.3) Grant of subordinated unsecured loan of Rs. 4.71 Cr. by TCIL

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

On Financial Support interest in charged at the agreed cost of 10% plus 2% TCIL Overheads i.e. 12% at pres-ent

(e) Date(s) of approval by Board, if any: 219th Meeting of the Board of Directors of TCIL held in New Delhi on 20.08.2015

(f) Amount paid as advances, if any: As per the details given above.

A.K. Gupta CMD - TCIL

Annexure ‘F(1)’


50


N.A.


N.A.


N.A.


N.A.

(e) Justification for entering into such contracts or ar-rangements or transactions

N.A.

(f) Date(s) of approval by the board N.A.(g) Amount paid as advances, if any: N.A.(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

N.A.


United Telecom Limited-Joint Venture Company

(b) Nature of contracts/ arrangements/ transactions Availing of interest free unsecured Convertible Loan Upto NRs. 100 Crores by UTL from the Shareholders

(c) Duration of the contracts / arrangements / trans-actions

N.A.


1) Request made by UTL to Shareholders to infuse funds by unsecured convertible loan on pro rata basis.2) Funds of NRs 100 Cr should be called in 2-3 tranche and conversion after full subscription.3) Conversion should be done after approval of in-crease in authorised capital by Govt. of Nepal and necessary amendments in MOA/AOA on the basis of Amendatory shareholders agreement

(e) Date(s) of approval by Board, if any: 221st Meeting of the Board of Directors of TCIL held in New Delhi on 30.11.2015

(f) Amount paid as advances, if any: No


Annexure ‘F(2)’


51

Annexure ‘F(3)’

Form No. AOC- 2(Pursuant to clause (h) of sub-section(3) of section 134 of the Act and Rule 8(2) of Companies (Accounts) Rules, 2014)Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto1. Details of contracts or arrangements or transac-tions not at arm’s length basis

N.A.


N.A.

(b) Nature of contracts/arrangements/transactions N.A.(c) Duration of the contracts/ arrangements/ transac-tion

N.A.


N.A.


N.A.


N.A.

2. Details of material contracts or arrangements, or transactions at arm’s length basis(a) Name(s) of the related party and nature of relationship

TamilNadu Telecommunication Limited-Subsidiary

(b) Nature of contracts/ arrangements/ transactions Enhancement of additional Credit Limit to provide Financial Support

(c) Duration of the contracts / arrangements / transactions

Additional Limit to TTL of Rs. 4.43 Cr. in addition to the sactioned limit of Rs. 69.77 Cr.


The Board accorded the post facto approval

(e) Date(s) of approval by Board, if any: 221st Meeting of the Board of Directors of TCIL held in New Delhi on 30.11.2015

(f) Amount paid as advances, if any: As per the details given above.



52

Annexure ‘F(4)’

Form No. AOC- 2(Pursuant to clause (h) of sub-section(3) of Section 134 of the Act and Rule 8(2) of Companies (Accounts)

Rules, 2014)Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto1. Details of contracts or arrangements or transac-tions not at arm’s length basis

N.A.


N.A.


N.A.


N.A.


N.A.


N.A.


TamilNadu Telecommunications Limited-Subsidiary

(b) Nature of contracts/ arrangements/ transactions Request of TTL Board for reduction of interest per-centage of the Inerest levied on the Financial support provided by TCIL

(c) Duration of the contracts/arrangements /transac-tions

As per the agreement betweeb TCIL and TTL


On Financial Support interest is reduced for present rate of interest of SBI Base Rate plus 3.5% to SBI Base Rate plus 2.5% w.e.f. 01.01.2016 Agreements with TTL to this effect be modified accordingly.

(e) Date(s) of approval by Board, if any: 222nd Meeting of the Board of Directors of TCIL held in New Delhi on 28.01.2016

(f) Amount paid as advances, if any: As per the records.



53

Form No. AOC- 2(Pursuant to clause (h) of sub-section(3) of Section 134 of the Act and Rule 8(2) of Companies (Accounts)

Rules, 2014)Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto1. Details of contracts or arrangements or transac-tions not at arm’s length basis

N.A.


N.A.


N.A.


N.A.


N.A.


N.A.

2. Details of material contracts or arrangements or transactions at arm’s length basis(a) Name(s) of the related party and nature of relationship


(b) Nature of contracts/ arrangements/ transactions Request of UTL for interest free Convertible unse-cured Loan

(c) Duration of the contracts/arrangements/transac-tions

N.A.


The Board accorded the Post facto approval for decline by TCIL to subscribe towards request by UTL for contribution against 1st tranche of convertible loan NRs 10 Crores


(f) Amount paid as advances, if any: No.


Annexure ‘F(5)’


54


N.A.

(a) Name(s) of the related party and nature of relationship

N.A.


N.A.


N.A.


N.A.


N.A.


TCIL Bina Toll Raod Limited-Subsidiary

(b) Nature of contracts/ arrangements/ transactions Additional Unsecured loan of Rs. 10.40 Crores to TBTRL

(c) Duration of the contracts/arrangements/transac-tions

For the Financial Year 2016-17


CMD, TCIL is authorized to grant subordinated un-secured Loan to TBTRL at the interest rate of actual cost of borrowing from banks for overdraft




Annexure ‘F(6)’


55

Annexure ‘F(7)’


N.A.


N.A.


N.A.


N.A.


N.A.


N.A.


TCIL Bina Toll Road Limited-Subsidiary

(b) Nature of contracts/ arrangements/ transaction Comfort Letter for CRISIL rating on Rs. 62 Crores Bank Loan to TBTRL

(c) Duration of the contracts /arrangements/transac-tions

As per the agreement between TCIL and TBTRL


Comfort Letter from TCIL to CRISIL to facilitate re-duction of interest rate applicable to TBTRL





56

Annexure ‘F(8)’

Form No. AOC- 2(Pursuant to clause (h) of sub-section(3) of Section 134 of the Act and Rule 8(2) of Companies (Accounts) Rules, 2014)Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto1. Details of contracts or arrangements or transactions not at arm’s length basis

N.A.

(a) Name(s) of the related party and nature of relationship

N.A.


N.A.


N.A.


N.A.


N.A.



(b) Nature of contracts/ arrangements/ transactions Request of UTL for interest free Convertible unse-cured Loan

(c) Duration of the contracts/arrangements or trans-actions

Amendatory Agreement 15.12.2014


The Board accorded the approval for decline by TCIL to subscribe towards request by UTL for con-tribution against 2nd tranche of convertible loan NRs. 40 Crores and subsequent request to be made for remaining loan amount upto NRs 50 Crores

(e) Date(s) of approval by Board, if any: 223rd Meeting of the Board of Directors of TCIL held in New Delhi on 10.03.2016

(f) Amount paid as advances, if any: No.



57

Annexure ‘G’

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2016

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN:- U74999DL1978GOI008911

ii) Registration Date 10/03/1978

iii) Name of the Company TELECOMMUNICATIONS

CONSULTANTS INDIA LIMITED

iv) Category/ Sub-Category of the Company UNION GOVT. CO.

v) Address of the Registered office and contact details TCIL BHAWAN, GREATER

KAILASH-I, NEW DELHI-

110048

vi) Whether listed company NO

vii) Name, Address and Contact details of Registrar

and Transfer Agent, if any N.A

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No.

Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the company

1 Telecommunication Projects 61900 48.19%2 Consultancy and Service Contracts 62020 23.99%3 Trading Activities 461 19.79%


58

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES-

S. No.

NAME AND ADDRESS OF THE

COMPANY

CIN/GLN HOLDING/ SUBSIDIARY/ASSOCIATE

% of shares held

Applicable Section

1 TCIL Oman LLC OMAN COMPANY SUBSIDIARY 70% 2(87)2 Tamil Nadu

Telecommunications Limited

L32201TN1988PLC015705 SUBSIDIARY 49% 2(87)

3 TCIL Bina Toll Road Limited

U45204DL2012GOI238685 SUBSIDIARY 100% 2(87)

4 TCIL Lakhnadone Toll Road Limited

U45400DL2013GOI256742 SUBSIDIARY 100% 2(87)

5 United Telecom Ltd. (UTL)

NEPALESE COMPANY ASSOCIATE 26.66% 2(6)

6 Bharti Hexacom Ltd. (BHL)

U74899DL1995PLC067527 ASSOCIATE 30% 2(6)

7 Intelligent Communication Systems India Ltd. (ICSIL)

U74899DL1987G01027481 ASSOCIATE 36% 2(6)

8 TBL International Ltd. (TBL)

U36999DL1989PLC036647 ASSOCIATE 44.94% 2(6)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change During the Year

Demat Physical Total % of Total

Shares


Shares

A. Promoters

(1) Indian(a) Individual/HUF 0 0 0 0 0 0 0 0 0(b) Central Govt 4,31,71,200 28,800 4,32,00,000 100% 5,91,71,200 28,800 5,92,00,000 100% 37.04%(c) State Govt (s) 0 0 0 0 0 0 0 0 0(d) Bodies Corp. 0 0 0 0 0 0 0 0 0(e) Bank/FI 0 0 0 0 0 0 0 0 0(f) Any other 0 0 0 0 0 0 0 0 0Sub-total (A)(1) :- 4,31,71,200 28,800 4,32,00,000 100% 5,91,71,200 28,800 5,92,00,000 100% 37.04%(2) Foreign(a) NRIs- Individual 0 0 0 0 0 0 0 0 0(b) Other-Individual 0 0 0 0 0 0 0 0 0(c) Bodies Corp. 0 0 0 0 0 0 0 0 0(d) Banks/FI 0 0 0 0 0 0 0 0 0(e) Any Other 0 0 0 0 0 0 0 0 0Sub-Total (A)(2) :- 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter (A)=(A)(1)+(A)(2)

4,31,71,200 28,800 4,32,00,000 100% 5,91,71,200 28,800 5,92,00,000 100% 37.04%


59

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change During the Year


Shares


Shares

B. Public Shareholding

1. Institutions(a) Mutual Funds 0 0 0 0 0 0 0 0 0(b) Banks/FI 0 0 0 0 0 0 0 0 0(c) Central Govt 0 0 0 0 0 0 0 0 0(d) State Govt(s) 0 0 0 0 0 0 0 0 0(e) Venture Capital Funds

0 0 0 0 0 0 0 0 0

(f) Insurance Companies

0 0 0 0 0 0 0 0 0

(g) FIIs 0 0 0 0 0 0 0 0 0(h) Foreign Venture Capital Fund

0 0 0 0 0 0 0 0 0

(i) Others (specify) 0 0 0 0 0 0 0 0 0Sub-Total (B)(1) :- 0 0 0 0 0 0 0 0 02. Non-Institutions 0 0 0 0 0 0 0 0 0(a) Bodies Corp.i) Indian Overseas 0 0 0 0 0 0 0 0 0(ii) Overseas 0 0 0 0 0 0 0 0 0(b) Individualsi) Individual share-holders holding nominal share capital upto Rs. 1 lakh

0 0 0 0 0 0 0 0 0

ii) Individual share-holders holding nominal share capital in excess of Rs. 1 lakh

0 0 0 0 0 0 0 0 0

(c) Others (specify) 0 0 0 0 0 0 0 0 0Sub-Total (B)(2) :- 0 0 0 0 0 0 0 0 0Total Public Shareholding (B)=(B)(1)+(B)(2)

0 0 0 0 0 0 0 0 0

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0 0 0 0 0 0

Grand Total (A+B+C)

4,31,71,200 28,800 4,32,00,000 100% 5,91,71,200 28,800 5,92,00,000 100% 37.04%


60

(ii) Shareholding of Promoters

Sl No

Shareholder’s Name

Shareholding at the beginning of the year

Share holding at the end of the year

No. of Shares

% of total Shares of the com-

pany

% of Shares

Pledged /encum-bered

to total shares

No. of Shares

% of total Shares of the com-

pany

% of Shares

Pledged / encum-

bered to total shares

% change in share holding during

the year

1 President of India 4,31,71,200 99.933% 0 5,91,71,200 99.951% 0 0.018%

2 Shri. A.K.Gautam, 3,600 0.008% 0 3,600 0.006% 0 0.002%

3 Ms. Sangeeta Chugh 3,600 0.008% 0 3,600 0.006% 0 0.002%

4 Shri. Mumtaj Ahmad 3,600 0.008% 0 3,600 0.006% 0 0.002%

5 Shri. R.K.Mishra 3,600 0.008% 0 0 0 0 0.008%

6 Shri. R.M.Agarwal 0 0 0 3,600 0.006% 0 0.006%

7 Shri. B.B.Kaura 3,600 0.008% 0 0 0 0 0.008%

8 Shri. R.K.Kaushik 0 0 0 3,600 0.006% 0 0.006%

9 Shri. N.R.Bishnoi 3,600 0.008% 0 0 0 0 0.008%

10 Shri. Shashi Ranjan 3,600 0.008% 0 3,600 0.006% 0 0.002%

11 Shri. Shiv Narain 0 0 0 3,600 0.006% 0 0.006%

12 Shri. Sita Ram Meena 3,600 0.008% 0 3,600 0.006% 0 0.002%

Total 4,32,00,000 100.00% 0 5,92,00,000 100.00% 0

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. No.


Cumulative Shareholding during the year

No. of shares % of total shares of the company

No. of shares % of total shares of the

companyAt the beginning of the year

4,32,00,000 100% 4,32,00,000 100%

Date wise increase / decrease in Promoters Share holding during the year specifying the reasons for in-crease/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

+

Allotment of equity sharesof 10,00,000

on 20.08.2015+

Allotment of equity shares of 1,50,00,000 on

10.03.2016

2.31%

33.93%

+

Allotment of equity sharesof 10,00,000

on 20.08.2015

+


10.03.2016

2.31%

33.93%

At the End of the year

5,92,00,000 100% 5,92,00,000 100%


61

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No.



For Each of the Top 10

Shareholders


company


company

At the beginning of the year

4,32,00,000 100% 4,32,00,000 100%

Date wise increase / decrease in Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment / trans-fer / bonus/ sweat eq-uity etc):

+Allotment of equity sharesof 10,00,000

on 20.08.2015+


10.03.2016

2.31%

33.93%

+Allotment of equity sharesof 10,00,000

on 20.08.2015+

Allotment of equity shares of 1,50,00,000 on 10.03.2016

2.31%

33.93%

At the End of the year (or on the date of sep-aration, if separated during the year)

5,92,00,000 100% 5,92,00,000 100%

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No.



For Each of the Directors and KMP


company

No. of shares

% of total shares of the

companyAt the beginning of the year

3,600 0.008% 3,600 0.006%

Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

0 0 0 0

At the End of the year 3,600 0.008% 3,600 0.006%


62

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

Deposits TotalIndebtedness

Indebtedness at the begin-ning of the financial yeari) Principal Amount 62,67,94,125 74,04,32,664 0 1,36,72,26,789ii) Interest due but not paid 23,52,366 0 23,52,366iii) Interest accrued but not due 2,17,397 0 2,17,397Total (i+ii+iii) 62,93,63,888 74,04,32,664 0 1,36,97,96,552Change in Indebtedness during the financial year· Addition 3,73,36,87,536 1,32,02,02,250 0 5,05,38,89,786· Reduction 3,84,54,14,785 78,15,05,660 4,62,69,20,445Net Change 11,17,27,249 53,86,96,590 0 42,69,69,341Indebtedness at the end of the financial yeari) Principal Amount 51,66,83,996 1,27,91,29,254 0 1,79,58,13,250ii) Interest due but not paid 0 0 0iii) Interest accrued but not due 9,52,643 0 9,52,643Total (i+ii+iii) 51,76,36,639 1,27,91,29,254 0 1,79,67,65,893

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. No.

Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

VIMAL WAKHLU DIN NO. 01575812

A.K. GUPTA DIN NO. 03564145

RAJIV GUPTA DIN NO. 06993918

RAJESH KAPOOR DIN NO. 06370394

1 Gross salary(a) Salary as per provisions con-tained in section 17(1) of the Income-tax Act,1961

37,98,249 28,66,225 18,01,768 25,50,131 1,10,16,373

(b) Value of perquisites u/s 17(2) Income-tax Act,1961

5,87,215 2,49,593 3,00,828 2,07,501 13,45,137

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

0 0 0 0 0

2 Stock Option 0 0 0 0 03. Sweat Equity 0 0 0 0 04. Commission

- as % of profit- others, specify…

0 0 0 0 0

5. Others, please specify 0 0 0 0 0Total (A) 43,85,464 31,15,818 21,02,596 27,57,632 1,23,61,510Ceiling as per the Act 5% of N.P. 5% of N.P. 5% of N.P. 5% of N.P. 5% of N.P.


63

B. Remuneration to other directors:

Sl. No.

Particulars of Remuneration Name of Directors Total Amount

K.C.IYER (tenure ended on 05.07.2015)

REKHA JAIN (tenure started on 23.11.15)

3. Independent Directors· Fee for attending board committee meetings

60,000 50,000 1,10,000

· Commission 0 0 0· Others, Local expenses 12,760 0 12,760- Conveyance 0 0 0- Arbitration fee 1,90,000 0 1,90,000Total (1) 2,62,760 50,000 3,12,760

4. Other Non-Executive Directors· Fee for attending board committee meetings

0 0 0

· Commission 0 0 0· Others, please specify 0 0 0Total (2) 0 0 0Total (B)=(1+2) 2,62,760 50,000 3,12,760Total Managerial Remuneration 1,26,74,270Overall Ceiling as per the Act 10% of N.P.

C. Remuneration to key managerial personnel other than MD/Manager/WTD

Sl. No.

Particulars of Remuneration Key Managerial Personnel

CEO Sh. Vimal Wakhlu

CMD upto 31.01.2016

Co. Secretary Sh. N.Jain

GGM (F & CS)

CFO Sh. A.K.GUPTA

also CMD w.e.f 01.02.2016

Total

1 Gross salary(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

37,98,249 20,90,027 28,66,225 87,54,501

(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961

5,87,215 20,890 2,49,593 8,57,698

(c) Profits in lieu of salary under sec-tion 17(3) Income-tax Act, 1961

0 0 0 0

2. Stock Option 0 0 0 03. Sweat Equity 0 0 0 04. Commission

- as % of profit- others, specify…

0 0 0 0

5. Others, please specify 0 0 0 0Total 43,85,464 21,10,917 31,15,818 96,12,199


64

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the

Companies Act

Brief Description

Details of Penalty /Punishment/

Compounding / Fee Imposed]

Authority [RD/NCLT/COURT]

Appeal made, if any (give details)

A. COMPANYPenalty 0 0 0 0 0Punishment 0 0 0 0 0Compounding 0 0 0 0 0B. DIRECTORSPenalty 0 0 0 0 0Punishment 0 0 0 0 0Compounding 0 0 0 0 0C. OTHER OFFICERS IN DEFAULTPenalty 0 0 0 0 0Punishment 0 0 0 0 0Compounding 0 0 0 0 0


65

Annexure ‘H’

FORM No. MR-3SECRETARIAL AUDIT REPORT

For The Financial Year ended on 31st March, 2016

(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,The Members,TELECOMMUNICATIONS CONSULTANTS INDIA LIMITEDTCIL Bhawan,Greater Kailash-I,New Delhi-110048

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Telecommunications Consultants India Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering financial year ended on March 31, 2016 (“Audit Period”) com-plied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2016 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of

Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India

Act, 1992 (‘SEBI Act’):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011(Not applicable to the Company during the audit period) ;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (up to May 14, 2015); and The Securities and Exchange Board of India Prohibition of Insider Trading) Regulations, 2015 (applicable with effect from May 15, 2015) (Not applicable to the Company during the audit period);

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not applicable to the Company during the audit period);

(d) The Securities and Exchange Board of India (Share Based employee Benefits) Regulations, 2014 (Not applicable to the Company during the audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

Sanjay Chugh 317, Vardhman Plaza -I,B. Com (H), F.C.S J Block Commercial Complex,Company Secretary Rajouri Garden, New Delhi – 110027 9810770237 (M), 011-41443668


66

(Not Applicable as the Company has not issued any debt securities)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (Not applicable to the Company during the audit period);

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (Not applicable to the Company during the audit period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not appli-cable to the Company during the audit period)

(i) Compliances/Processes/systems under Information Technology Act 2000 including other applicable laws to the Company are being verified on the basis of periodic certificate submitted to the Board of Directors of the Company.

I have also examined compliance with the applicable clauses/regulations of the following: (a) Secretarial Standards issued by The Institute of Company Secretaries of India. (Applicable w.e.f.

1.7.2015) (b) The Listing Agreement entered into by the Company with the Stock Exchange,/SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 effective from 01.12.2015. (Not appli-cable to the Company during the audit period)

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above without any material non-compliance.

We further report that,

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors except the appointment of Independent Director. It is understood that appointment is being done by the Government.

The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views, if any, are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, the Company has:

a. Issued and allotted 1,000,000 Shares having nominal value of Rs. 10/- each to President of India at its Board Meeting held on 20.08.2015.

b. Issued and allotted 15,000,000 Shares having nominal value of Rs. 10/- each to President of India at its Board Meeting held on 10.03.2016.

SANJAY CHUGH COMPANY SECRETARY FCS No: 3754 C.P. NO. 3073Place: New DelhiDate: August 09, 2016

Note: This report is to be read with our letter of even date which is annexed as Annexure- A and forms an integral part of this report.


67

‘ANNEXURE A’

To,The Members,TELECOMMUNICATIONS CONSULTANTS INDIA LIMITEDTCIL Bhawan,Greater Kailash-I,New Delhi-110048

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

SANJAY CHUGH COMPANY SECRETARY FCS No: 3754 C.P. NO. 3073

Place: New Delhi

Date: August 09, 2016



68

CERTIFICATE ON CORPORATE GOVERNANCETo,The Members,Telecommunications Consultants India Limited,TCIL Bhawan, Greater Kailash-I, New Delhi-110 048

We have examined all relevant records of Telecommunications Consultants India Limited (the company) for the purpose of certifying compliance of the conditions of the Corporate Governance as stipulated under the Guidelines on Corporate Governance For The Central Public Sector Enterprises (CPSEs), 2010 issued by the Govt. of India, Ministry of Heavy Industries and Public Enterprises, Department of Public Enterprises, for the Financial Year ended 31st March, 2016. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of certification.

Our examination was limited to the procedure and implementation thereof. This certificate is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness, with which the management has conducted the affairs of the Company.

On the basis of our examination of the records produced, explanations and information furnished, we certify that the company has complied with all the mandatory conditions in conformity with the requirements of the Guidelines on Corporate Governance for Central Public Sector Enterprises (CPSEs), 2010 except appointment of requisite number of Independent Directors on the Board of the Company which we understand is done by Government of India (GOI). The Company is continuously pursuing the same with (GOI) to comply with Companies Act, 2013 and DPE Guidelines.

Place: Delhi SANJAY CHUGHDate: 19.08.2016 COMPANY SECRETARY C.P. NO. 3073



69

Certification/Declaration of Financial Statements by the Chief Executive/Chief Finance Officer of the

CompanyI, A. K. Gupta, Chairman & Managing Director and Director (Finance) of Telecommunications Consultants India Ltd. certify that in respect of the Financial Year ended on 31st March 2016:

A. I have reviewed Financial Statements and the cash flow of statements for the year and that to the best of my knowledge and belief:

(1) these statements do not contain any mate-rially untrue statement or omit any materi-al fact or contain statements that might be misleading; and

(2) these statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

B. There are to the best of my knowledge and belief, no transaction entered into by the company during the year which is fraudulent, illegal or violative of the Company’s code of conduct.

C. I accept responsibility for establishing and maintaining internal controls for financial

reporting and that I have evaluated the effectiveness of the internal control systems of the company pertaining to financial reporting and I have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which I am aware and the steps taken or proposed to be taken to rectify the deficiencies.

D. I have indicated, wherever applicable, to the au-ditors and the Audit Committee.

(1) significant changes if any in internal control over financial reporting during the year;

(2) significant changes if any in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(3) instances of significant fraud of which they have become aware and the involvement therein, if any of the management or an employee having a significant role in the company’s internal control system over financial reporting.

(A.K.Gupta)

Chairman & Managing Director and Director (Finance)

Place:- New Delhi DIN NO. 03564145

Date: 12.08.2016


70

DECLARATION REGARDING COMPLIANCE WITH THE CODE OF CONDUCT

I hereby declare that the Company has received affirmation from the Board Members and the Senior Management Personnel with regard to Compliance of the Code of Business Conduct and Ethics of the Company for Directors and Senior Management Personnel, in respect of the financial year ended on 31st March, 2016.

(A.K.Gupta)

Chairman and Manging Director

DIN NO. 03564145

Place: New Delhi

Date: 29.04.2016


71


Statement of Accounts


72

Independent Auditor’s ReportTo the Members of Telecommunications Consultants India Limited

Report on the Standalone Financial Statements1. We have audited the accompanying standalone

financial statements of Telecommunications Consultants India Limited (‘‘the Company’’), which comprise the Balance Sheet as at 31st March 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements2. The Company’s Board of Directors is responsible

for the matters stated in Section 134(5) of the Companies Act, 2013 (‘‘the Act’’) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under Section 133 of the Act, as applicable. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility3. Our responsibility is to express an opinion on

these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be

included in the audit report under the provisions of the Act and the Rules made thereunder.

4. We conducted our audit of the standalone financial statement in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

5. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

6. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion7. In our opinion and to the best of our information

and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the company as at 31st March, 2016, and its profit and its cash flows for the year ended on that date.

Hingorani M. & Co. 35, Netaji Subhash Marg,Chartered Accountants Darya Ganj, N.D.110002 PAN : AAAFH3312E Tel. 30180800, 41068129S. Tax No. : AAAFH3312EST001 Telefax : 23268129TAN: DELH02508C


73

Other Matter 8. We did not audit the financial statements of six

branches included in the standalone financial statements of the company whose financial information reflect total assets of Rs. 33,055.23 lakhs as at 31st March, 2016 and total revenues of Rs. 31,464.10 lakhs for the year ended on that date, as considered in the standalone financial statements. The financial statements of these branches have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these branches, is based solely on the report of such branch auditors.

Our opinion is not modified in respect of this matter.

Report On Other Legal and Regulatory Requirements9. We are enclosing our report in terms of section

143(5) of the Act, on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, in the Annexure- ‘A’ on the directions issued by the Comptroller and Auditor General of India.

10. As required by the Companies (Auditor’s Report) Order, 2016 (‘the Order’) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure-‘B’ a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

11. As required by Section 143 (3) of the Act, we report that :

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

c) The reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

d) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement

dealt with by this Report are in agreement with the books of account;

e) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014;

f) In terms of Notification No. G.S.R. 463(E) dated 5th June 2015 issued by the Ministry of Corporate Affairs, the provisions of section 164(2) of the Act, regarding disqualification of directors, are not applicable to the company;

g) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate Report in Annexure ‘C’. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us :

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements in accordance with the generally accepted accounting practice as referred to in Note No. 29 to the financial statements;

ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company

For Hingorani M & Co.Chartered AccountantsFirm Regn. No. 006772N

(Pardeep Kumar)

PartnerMembership No. 085630

Date: 19 August 2016Place: New Delhi


74

Annexure-‘A’ to the Independent Auditor’s ReportDirections indicating the areas to be examined by the Statutory Auditors during the course of audit of annual accounts of Telecommunications Consultants India Limited (Standalone) for the year 2015-16 issued by the Comptroller and Auditor General of India under Section 143(5) of the Companies Act, 2013.S.No Questionnaire Replies

1. Whether the company has clear title/lease deeds for freehold and leasehold land respectively? If not, please state the area of freehold and leasehold land for which title/lease deeds are not available.

Yes, the company has clear title/ lease deeds for freehold and leasehold land respectively.

2. Whether there are any cases of waiver/write off of debts/ loans/ interest etc.? If yes, the reasons therefore and the amount involved.

(i) An amount of Rs. 402.53 lakhs has been written off during the year against the provisions made in earlier years.(ii) Bad debts/ advances amounting to Rs. 862.10 lakhs have been written off.(iii) The company has not recognized interest income of Rs. 811.50 lakhs during the year owed by one of the subsidiary company as disclosed in note no. 46.

3. Whether proper records are maintained for inventories lying with third parties & assets received as gift/grant (s) from Govt. or other authorities.

Yes, the company is maintaining proper records to show the inventories lying with subcontractors/ third parties, wherever applicable. During the year, no gift/grants(s) received from the Govt. or other authorities.

For Hingorani M & Co.

Chartered AccountantsFirm Regn. No. 006772N

(Pardeep Kumar)PartnerMembership No. 085630



75

Annexure-‘B’ to the Independent Auditor’s Report(Referred to in paragraph 10 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

(i) In respect of its fixed assets:

(a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets;

(b) The Company has a regular program of physical verification of its fixed assets by which fixed assets are verified annually. In accordance with this program, fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets;

(c) With respect to immovable properties of acquired land and buildings that are freehold, according to information and explanations given to us by the management and records examined by us and based on the examination of registered sales deed/transfer deed /conveyance deed/ court orders provided to us, we report that, the title deeds of such immovable properties are held in the name of the company as at the balance sheet date;

(ii) In respect of its inventories, the physical verification has been conducted at reasonable intervals by the management and no material discrepancies were noticed on such verification;

(iii) The company has not granted any loans, secured or unsecured to the companies, firms, Limited Liability Partnership or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. In view of this, sub clauses (a), (b) and (c) of clause 3(iii) of the Order are not applicable;

(iv) In respect of loans, investments, guarantees and securities all mandatory provisions of Section 185 and 186 of the Companies Act, 2013 have been complied with;

(v) In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits. Therefore, the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2015 with regards to the deposits accepted from the public are not applicable to the Company;

(vi) We have broadly reviewed the records maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under subsection (1) of Section 148 of the Act in respect of one of its civil construction division and are of the opinion that prima facie, the prescribed records have been maintained. However, we have not made a detailed examination of such records;

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) According to the information and explanations given to us and on the basis of our examination of records of the company, undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, service tax, duty of custom, duty of excise, value added tax, and any other material statutory dues have generally been regularly deposited during the year by the company, with the appropriate authorities. There were no such dues which were in arrears as at 31st March, 2016, for a period of more than six months from the date they became payable;

(b) Detail of dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, which have not been deposited as on 31st March, 2016 on account of disputes are given below:

Name of the Statute

Nature of dues

Amount (In Rs. Lakhs)

Period to which the amount relates

Forum where dispute is pending

Local Sales Tax and Works Contract Act

Demand of Sales Tax

25.26 2002-03 to 2006-07Commercial Tax

Department, Uttarakhand.


76

(viii) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks, Government and debenture holders;

(ix) Based on our audit procedures and according to the information and explanations given to us, the company has not raised moneys by way of initial public offer or further public offer (including debt instrument). However the term loans raised during the year were applied for the purposes for which those were raised;

(x) Based on our audit procedures and according to the information and explanations given to us, no fraud by the company or any fraud on the company by its officers or employees, has been noticed or reported during the year;

(xi) In view of the exemption given in terms of notification No. G.S.R. 463 (E) dated 5th June 2015 issued by the Ministry of Corporate Affairs, the provisions of section 197 read with schedule V to the Companies Act, 2013 regarding managerial remuneration are not applicable to the company;

(xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Therefore the provisions of clause 3(xii) of the Order are not applicable to the company;

(xiii) According to the information and explanations given to us and on the basis of our examination of the records of the company, transactions with related parties are in compliance with sections 177 and 188 of Companies Act 2013, wherever applicable, and the details have been disclosed in the notes to the financial statements as required by the applicable Accounting Standards;

(xiv) Based on our audit procedures and according to the information and explanations given to us, the Company has raised Rs. 1600.00 lakhs through private placement of 1,60,00,000 Equity Shares of Rs. 10 each at par to the Department of Telecommunications (DOT), Govt. of India during the year under review. In respect of such allotment, the requirements of Section 42 of the Companies Act, 2013, have been complied with and the amounts raised have been used for the purposes for which the funds were raised. However, the Company has not issued fully or partly convertible debentures during the year;

(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with them. Therefore, the provisions of clause 3(xv) of the Order are not applicable to the company;

(xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Therefore the provisions of clause 3(xvi) of the Order are not applicable to the company.

For Hingorani M & Co.Chartered AccountantsFirm Regn. No. 006772N




77

Annexure-‘C’ to the Independent Auditor’s Report (Referred to in paragraph 11(g) under the heading “Report on other Legal and Regulatory Requirements’ section of our report of even date)

Report on Internal Financial Controls Over Financial Reporting under clause (i) of Sub-Section 3 of Section 143 of The Companies Act, 2013 (“The Act”)

We have audited the internal financial controls over financial reporting of Telecommunications Consultants India Limited (‘the Company’) as of 31st March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI”).These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting

was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


78

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016, based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Hingorani M & Co.

Chartered AccountantsFirm Regn. No. 006772N




79

Particulars Note As at 31st March 2016

As at 31st March 2015

(`) (`)I.EQUITY AND LIABILITIES (1) Shareholders’ Funds (a) Share Capital 2 59,20,00,000 43,20,00,000 (b) Reserves and Surplus 3 459,14,29,568 427,01,89,572

518,34,29,568 470,21,89,572 (2) Non-Current Liabilities (a) Long-Term Borrowings 4 95,00,00,000 116,11,82,970 (b) Deferred Tax Liabilities(Net) 5 - 1,74,65,935 (c) Other Long-Term Liabilities 6 6,73,15,823 4,98,36,236 (d) Long-Term Provisions 7 17,03,85,547 17,62,48,329

118,77,01,370 140,47,33,470 (3) Current Liabilities (a) ShortTerm Borrowings 8 66,86,97,100 52,36,28,586 (b) Trade Payables 9 1001,87,47,215 639,73,27,682 (c) Other Current Liabilities 10 463,17,00,753 458,82,96,397 (d) Short-Term Provisions 11 64,69,23,463 43,76,64,672

1596,60,68,531 1194,69,17,337TOTAL 2233,71,99,469 1805,38,40,379

II.ASSETS (1) Non-current Assets (a) Fixed Assets 12 (i) Tangible Assets 48,17,25,641 52,80,22,763 (ii) Intangible Assets 54,66,27,785 60,45,24,261 (iii) Capital Work-in-Progress 87,41,975 - (b) Non-Current Investments 13 203,42,45,192 195,01,36,465 (c) Deferred tax assets (net) 5 14,47,43,738 - (d) Long-Term Loans and Advances 14 84,27,09,328 103,79,01,245 (e) Other Non-Current Assets 15 27,10,04,842 20,82,04,099

432,97,98,501 432,87,88,833 (2) Current Assets

(a) Current investments - - (b) Inventories 16 11,17,98,601 12,06,84,868 (c) Trade Receivables 17 964,59,42,155 834,18,93,497 (d) Cash and cash equivalents 18 73,42,69,725 27,76,94,042 (e) Short-Term Loans and Advances 19 168,29,32,557 111,11,36,423 (f) Other Current Assets 20 583,24,57,930 387,36,42,716

1800,74,00,968 1372,50,51,546TOTAL 2233,71,99,469 1805,38,40,379

Balance Sheet as at March 31, 2016

Significant Accounting Policies 1

This is the Balance Sheet referred to in our report of even date For and on behalf of the Board of Directors

For Hingorani M & Co. Rajesh Kapoor A.K.GuptaChartered Accountants Director (Technical) Chairman & Managing DirectorFirm Regn. No.:006772N DIN 06370394 & Director (Finance) DIN 03564145

(Pardeep Kumar) N. Jain A. K. Jain A.V.V. KrishnanPartner Group General Manager (F&CS) Executive Director (LPF) Executive Director (F&A)Membership No.: 085630

Date : 19 August 2016Place: New Delhi


80

Statement of Profit & Loss for the year ended March 31, 2016Particulars Note For the year ended

March 31, 2016For the year ended

March 31, 2015

(`) (`)

INCOME

Revenue from operations 21 1327,72,38,204 802,07,90,364

Other income 22 30,48,31,700 29,39,98,577

TOTAL REVENUE 1358,20,69,904 831,47,88,941

EXPENDITURE

Cost of materials consumed 23 57,50,70,630 63,94,54,072

Purchases of Stock-in-Trade 249,86,97,573 121,47,60,019

Change in Inventories of Stock in Trade 24 2,35,651 16,01,54,644

Sub-contracts expenditure 641,17,69,292 340,55,77,828

Employee benefits expense 25 176,63,16,078 143,50,60,400

Finance Costs 26 20,21,93,359 16,26,63,434

Depreciation and amortisation expense 12 13,27,20,844 14,75,10,586

Administrative and Other expenses 27 107,86,32,104 81,75,96,273

Corporate Social Responsibility expenses 56,00,250 33,63,976

Provisions made 48,71,59,191 9,08,80,317

TOTAL EXPENSES 1315,83,94,972 807,70,21,549

Profit before exceptional & extraordinary items and tax 42,36,74,932 23,77,67,392

Exceptional & Extraordinary items - -

PROFIT BEFORE TAX 42,36,74,932 23,77,67,392

Tax expense: 28

- Current Tax 21,93,57,746 6,05,98,488

- Deferred Tax -16,08,76,832 -3,65,45,664

TOTAL TAX EXPENSE 5,84,80,914 2,40,52,824

Profit/(Loss) for the period 36,51,94,018 21,37,14,568

Earnings per equity share:

Basic 8.14 4.95

Diluted 8.14 4.95

Significant Accounting Policies 1

This is the Statement of Profit & Loss referred to in our report of even date For and on behalf of the Board of Directors





81

Cash Flow Statement for the year ended March 31, 2016 (Figures in Rupees)

2015-16 2014-15A CASH FLOWS FROM OPERATING ACTIVITIES

Net profit before taxation as per statement of Profit & Loss 423,674,932 237,767,392 - Extraordinary Items - - Net profit before taxation , and extraordinary items 423,674,932 237,767,392 Adjustments for :- Depreciation & Amortisation Expenses 132,720,844 147,510,586 - Foreign Exchange Loss / (Gain) 208,422,765 92,682,640 -Loss / (Profit) on Sale of Assets/ Scrapping of Assets 2,501,058 2,200,626 - Interest Income (11,157,549) (12,776,766)- Dividend Income (270,720,000) (150,720,000)- Interest Expenses 176,836,365 146,383,381 - Provision for Doubtful Debts / Advances 472,271,651 87,522,762 - Bad Debts Written Off 86,210,395 20,687,395 - Provision for Losses in unfinished projects 8,396,267 - - Provision for Dimunition in value of Investment 6,491,273 3,357,555 Operating profit before working capital changes 1,235,648,001 574,615,571 Adjustments for :- Change in Sundry Debtors (1,873,373,897) (2,394,145,740)- Change in Inventories 8,886,267 146,632,076 - Change in Current Liabilities & Provisions 4,003,005,191 1,812,986,041 - Change in Loans and Advances (428,561,767) (75,892,008)- Change in Other Current Assets (1,943,831,069) (810,899,418)Cash generated from operations 1,001,772,726 (746,703,478)- Unrealised Foreign Exchange (208,422,765) (92,682,640)- Income taxes paid (234,539,955) (84,195,515)Cash Flows before extraordinary item 558,810,006 (923,581,633)Net cash from operating activities - (A) 558,810,006 (923,581,633)

B CASH FLOWS FROM INVESTING ACTIVITIES- Purchase of Fixed assets (49,043,101) (32,874,557)- Proceeds from sale of equipment 9,272,822 2,313,986 - Change in Investment (90,600,000) 6,684,000 - Interest received 11,157,549 12,776,766 - Dividend received 270,720,000 150,720,000 Net cash from (used in) investing activities - (B) 151,507,270 139,620,195

C CASH FLOWS FROM FINANCING ACTIVITIES- Proceeds from issuance of Share Capital 160,000,000 - - Proceeds from Long-Term Borrowings (211,182,970) 873,034,715 - Interest paid (176,836,365) (146,383,381)- Dividend paid (25,722,258) (17,391,370)Net cash used in / from fianancing activities - ( c ) (253,741,593) 709,259,964 NET INCREASE / (DECREASE) IN CASH & BANK BALANCES - (A+B+C) 456,575,683 (74,701,474)Cash and Bank balances at beginning of period 277,694,042 352,395,516 Cash and Bank balances at end of period 734,269,725 277,694,042 NET INCREASE / (DECREASE) IN CASH & BANK BALANCES 456,575,683 (74,701,474)

Notes : 1 The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in Accounting Standard - 3 “Cash Flow Statements”. 2 Cash and cash equivalents at the end of the period include deposit with banks Rs. 3.02 Lakhs (Previous year Rs. 19.20 lakhs) held by foreign

branches which are not freely repatriable to the company because of currency exchange restriction, however amounts are held in continuing projects towards local expenditure of projects.

3 The undrawn borrowing facilities available for future operating activities and to settle capital commitments at 31st March 2016 amount to Rs. 187.15 Crs (Previous year Rs. 137.64 crs)

4 Figures in the brackets denotes negative value. 5 Previous year figures have been realigned / recast / regrouped wherever necessary.

This is the Cash Flow Statement For and on behalf of the Board of DirectorsReferred to in our report of even date





82

1. SIGNIFICANT ACCOUNTING POLICIES 1.1 GENERAL

The financial statements are prepared on accrual basis of accounting under historical cost convention in accordance with generally accepted accounting principles in India. The financial statements have been prepared to comply in all material respects with the Accounting Standard notified under section 133 of the Companies Act 2013 read with Rules 7 of the Companies (Accounts) rules, 2014 issued by the Ministry of Corporate Affairs.

1.2 USE OF ESTIMATES

The preparation of financial statements requires the management of the company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expenses during the year. Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ from these estimates.

1.3 RECOGNITION OF INCOME/EXPENDITURE

A) Consultancy Contracts

a) On completion of respective activity, where the Contract envisages activity wise completion.

b) 90% of the contract value on submission of report and balance 10% on its acceptance.

c) For incomplete activities, the project expenditure is adjusted on pro-rata basis through work-in-progress.

B) Service Contracts

In the case of service contracts on the basis of actual period of services rendered up to the end of year by correlating expenditure incurred there against.

C) Trade Income

Trade income is accounted for on the basis of sales bills raised subject to completion of sales.

D) Turnkey Projects ( Including cost plus contracts )

Where contract for works and material is one unit and for works in other contracts, by taking proportion that costs to date bear to the latest estimated total cost through work in progress including total attributable profits.

In evaluating Work-in-Progress, agency commission, sponsorship fee and borrowing costs being specific for the contract are included in the cost while HO expenses which include Bonus, Productivity Linked Reward etc. and local Income Tax abroad are not considered for the purpose of costs incurred and total estimated costs.

Notes :

a) Where a contract for supply of material and for works is not a single unit, revenue for supply of material is accounted for as trading income in accordance with 3(C) while the works are accounted for in accordance with turnkey project under 3 (D) above.

b) In case of a contract for supply of material and services, income from supply of material is taken under 3(C) while for services income is taken under 3 (B) as service contract.

E) Build-Operate-Transfer (BOT) projects:

i) Revenue relatable to construction services rendered in connection with BOT projects undertak-en by the company is recognized during the period of construction using percentage completion method.

Notes Forming Part of the Financial Statements


83

ii) Revenue relatable to toll collections of such projects from users of facilities is accounted when the amount is due and recovery is certain.

iii) Licence fees for way-side amenities are accounted on accrual basis.

1.4. PROVISION FOR WARRANTY / MAINTENANCE PERIOD EXPENSES

(a) On completion of the contract or when warranty period commences in terms of contracts for projects covered under 3(D), provision is made for warranty period / maintenance expenses on specific basis as estimated. The excess provision created in earlier years is written back through “Other Income” after completion of the warranty period.

(b) On Supplies covered under 3(C), provision is made for warranty period /maintenance expenses on specific basis as estimated. The excess provision created in earlier years, if any, is written back through “Other Income” after completion of the warranty period.

1.5 PROJECT JOINT VENTURE

In case of Project Joint Venture, not being subsidiaries of the Company or separate entity but jointly controlled with another entity, proportionate share of assets, liabilities, income and expenditure are taken in the company’s Profit & Loss Account and Balance Sheet and are shown separately.

1.6 ACCOUNTING OF LEASES

a) Financial Lease

Leased asset given under financial leases recognised as receivable at an amount equal to net investment in the lease. Amount received towards lease payment is treated as the payment of principal and finance income. Recognition of finance income is based on pattern reflecting a constant periodic rate of interest on the net investment of the lessor outstanding in respect of the financial lease.

b) Operating Lease

Leased asset given under operating lease is shown in the Balance Sheet under fixed assets. Lease income is recognised in the statement of Profit & Loss on the Straight Line basis over lease term.

1.7 STORES, SPARES, STOCK-IN-TRADE AND WORK IN PROGRESS

a) Stores and spares including uninstalled stores and spares are valued at cost. Cost is ascertained on Weighted Average basis.

b) Stock-in-trade is valued at lower of cost or realizable value.

c) Loose tools are charged in the year of purchase.

d) On completion of project abroad when no new project is anticipated in that country and assets / stores are not required during Warranty period also, Assets/Stores are discarded and declared as scrapped and valued at one unit each of the respective currency till its disposal.

e) Work in progress for contracts for which revenue recognition is as per Accounting Policy para 3(D) is valued at cost plus attributable profit.

1.8 TRANSLATION OF FOREIGN CURRENCIES

(A) INTEGRAL FOREIGN OPERATIONS;

Transaction of currencies of overseas projects/ branches are done as under : -

(a) Revenue Expenditure At the rates prevailing on the date of transaction.

(b) Depreciation of Fixed Assets At the rates used for translation of respective Fixed Assets.

(c) Fixed Assets At the exchange rate at the date of purchase. In case of non-


84

availability of rates of exchange at the date of purchase, available rates in the month of purchase.

(d) Inventories including At rates prevailing at the end of the year. Work-in-Progress

(e) Other Assets and Liabilities At the exchange rates prevailing at the end of the year.

(f) Remittance from foreign At the actual exchange rate at which countries and foreign foreign currencies converted and currencies in India purchased currency purchased in India.

(g) Others All other foreign currency transactions are accounted for at the rates prevailing on the dates of the transactions at project/branch or at Headquarter.

Net difference resulting from the translation of currencies is recognised as income or expenditure.

(B) Foreign currency assets At year end rates and liabilities other than for projects/branches

(C) Forward Exchange Contracts In case of forward exchange contracts the premium/discount arising at the inception of the contract is amortized as expenses or income over the period of the forward exchange contract. Similarly, exchange difference on such contract is recognized in the profit and loss account in the year when the exchange rate changes. Any profit or loss arising on cancellation/renewal of forward contract is recognized as income or expense during the year.

1.9 BORROWING COSTS

Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are capitalized as part of cost of such asset. A qualifying asset is an asset that necessarily requires a substantial period of time to get ready for its intended use or sale. All other borrowing costs are being consistently recognised as an expense in the period in which they are incurred. For turnkey projects, however, the specific borrowing cost of the project is included in the accumulated cost (Policy 3 D).

1.10 INVESTMENTS

Investments in ventures in India or outside india are classified as long term investments and are translated at their original rupee cost. Where the investments are quoted in stock exchange and are being quoted at less than the cost price for last thirty six months, in such cases it is being treated as a permanent decline in the cost of the investment and are being accounted for at reduced value. On appreciation in the market price, these investments are valued upto the cost .

In cases of unquoted investments, if there is a decline in the performance of the company for thirty six months, the investment is shown at the reduced value. However, if there is agreement with any other party for realization of investment at par value, investment will continue to be shown at par value. On improvement of performance, these investments are valued up to the cost

1.11 INTANGIBLE ASSETS AND AMORTISATION-BOT PROJECTS

i) Toll collection rights obtained as concessionaire or rendering construction services represent the right to collect toll revenue during the concession period in respect of BOT projects undertaken by the company. Toll collection rights are capitalized as intangible assets upon completion of the project at the cumulative construction costs including related margins as given in Accounting Policy 3(E) plus obligation towards negative grants payable, if any. Till completion of the project, the same is recognized as capital work-in-progress.


85

ii) Toll collection rights (Intangible Assets) are amortized over the concession period / agreement in proportion to actual revenue for the year to total Projected Revenue from the Intangible assets as provided to the project Lender at the time of Financial closure/agreement for the first year and in subsequent years as revised at the end of each financial year based on revised Projected total revenue for the total concession period.

iii) Administrative and other general overhead expenses that are attributable to acquisition of intangible assets are allocated as a part of cost of the intangible assets.

1.12 CONTRACT COMPLETION

Revenue on turnkey jobs is recognised as per Accounting Policy 3(D). The contract is considered as completed when the last job in the contract is completed and the maintenance / warranty period commences.

1.13 DEPRECIATION ON FIXED ASSETS IN INDIA AND ABROAD

i. Leasehold lands are amortized over the period of lease.

ii. Leasehold buildings are depreciated over the period of lease. In case useful life as specified in Schedule II of Companies Act 2013 is less than period of lease then depreciation shall be charged over useful life as specified in Schedule II of Companies Act 2013.

iii. Depreciation on other fixed assets is provided on straight line method based on the useful life as specified in Schedule II of Companies Act 2013

iv. Capital items valuing less than Rs 5000/= each are fully depreciated in the year of acquisition.

v. Computer software is amortized on SLM method over a period of 3 years

1.14 CAPITAL SUBSIDY/ GRANTS

a) Grants received/receivable from the Government or other authorities towards capital expenditure are adjusted from the assets constructed proportionately on capitalization .

b) Grants received/receivable from the Government or other authorities towards revenue expenditure are credited in the profit & loss statement under the head “Other Income”.

1.15 TAXATION

a) Taxation comprises of Current Tax and Deferred Tax charge or credit.

b) Provision for Current Taxes is made as per provisions of Tax Laws prevailing in India and abroad and based on decisions of Appellate Authorities.

c) Deferred tax resulting from timing difference between book profit and taxable profit is accounted for using the tax rates and tax laws that have been enacted or substantially enacted on balance sheet date. Deferred tax asset is recognized and carried forward to the extent that there is reasonable certainty that sufficient future taxable income will be available.

1.16 AGENCY TRANSACTIONS

(i) Agency / Sponsorship fee is paid on realisation of bills / receipt of advance payment. It is accounted for on accrual basis.

(ii) In respect of projects in some countries, business is transacted through Agents/JV Companies. Assets and liabilities in the name of such Agents / JV Companies are shown as assets and liabilities of the company under natural heads of accounts. This is being done as the company is principal and respon-sible for execution and profit/ loss of the project and the routing of transaction through Agents/JV companies is as per requirement of law and contract in these countries.

1.17 PRIOR PERIOD ADJUSTMENTS

(i) Prior period adjustments are those adjustments which are arising from correction of errors or omissions and as such are shown separately in the Notes annexed to and forming part of Accounts. However, items of Income/Expenditure exceeding Rs 1.00 Lakh are considered for being treated as prior period items.


86

(ii) Extra-ordinary items are those material adjustments necessitated by circumstances which though related to prior periods are determined in the current period and as such are shown separately in the Notes annexed to and forming part of Accounts.

1.18 LIQUIDATED DAMAGES / CLAIMS

Liquidated damages/ claims deducted by customer or the company are considered on admittance basis and accounted for in miscellaneous expenses/income.

1.19 ACCOUNTING FOR BAD & DOUBTFUL DEBTS AND ADVANCES

a) Provision is made for Debtors, which are outstanding for more than five years in respect of private clients which are not covered by ECGC / corresponding creditors and in respect to which no legal / arbitration case is pending.

In other cases, Provision is made where the management feels that the amount has become doubtful of recovery.

Amounts are written off when the efforts for recoveries have failed either due to local conditions in projects, legal process or where it is considered litigation will not be fruitful and recovery is not possible.

(b) Provision is made for Doubtful Advances when the same becomes doubtful of recovery but chances of recovery subsist.

Amounts are written off when the efforts for recoveries have failed either due to local conditions in projects, legal process or where it is considered litigation will not be fruitful and recovery is not possible.

1.20 RETIREMENT BENEFITS

i) Gratuity

Liability for payment of gratuity to employees rest with “Telecommunications Consultants India Limited Group Gratuity Trust “ which has taken a Group Gratuity cum Life Assurance Policy from Life Insurance Corporation of India. Amount paid / payable for keeping the said policy in force based upon actuarial valuation is charged to Profit and Loss Account.

ii) Retirement Medical Benefits

Liability on account of post retirement medical benefits to employees is provided on the basis of actuarial valuation.

iii) Leave Encashment

For Leave Encashment of employees on retirement, the company provides liability on the basis of actuarial valuation.

1.21 LIABILITIES / CONTINGENT LIABILITIES

Contingent liabilities are disclosed after a careful evaluation of the facts and legal aspects of the matter involved.

1.22 PREPAID EXPENSES.

Prepaid expenses upto Rs 25,000/- are treated as expenditure of the current year and charged to the natural heads of account.

1.23 MISCELLANEOUS

i. Claims for interest on overdue receivables is accounted for on admittance.

ii. Claims for Market Development Assistance and Insurance claims are accounted on admittance.


87

2 : SHARE CAPITAL a. Authorised, Issued, Subscribed and Paid-up Share Capital:

Particulars As at March 31, 2016 As at March 31, 2015 Numbers (`) Numbers (`)

Authorised Share Capital

Equity Shares of ` 10/- each 6,00,00,000 60,00,00,000 6,00,00,000 60,00,00,000

6,00,00,000 60,00,00,000 6,00,00,000 60,00,00,000Issued, Subscribed and Paid-upEquity Share Capital

Equity Shares of ̀ 10/- each fully Paid-up 5,92,00,000 59,20,00,000 4,32,00,000 43,20,00,000

Total 5,92,00,000 59,20,00,000 4,32,00,000 43,20,00,000

b) Reconciliation of number of shares:


Equity SharesOpening balance 4,32,00,000 43,20,00,000 4,32,00,000 43,20,00,000Issued during the year 1,60,00,000 16,00,00,000 - - Closing balance 5,92,00,000 59,20,00,000 4,32,00,000 43,20,00,000

c) Shareholders’ holding more than 5% shares of the Company:

As at March 31, 2016 As at March 31, 2015Equity SharesThe President of India & his nominees (Nos)

5,92,00,000 4,32,00,000

Holding (%) 100 100

Notes :

i) Out of the shares outstanding as on 31.03.2016, 4,29,00,000 equity shares of Rs. 10/-each have been allot-ted as fully paidup Bonus shares for consideration other than cash. Eight Goverment of India officials are holding 28,800 shares of Rs. 10/- each as nominees of President of India.

ii) During the period of five years immediately preceding the date of Balance Sheet, the Company has not :

i) Allotted fully paid up shares by way of bonus shares.

ii) Bought back any class of shares.

iii) Each equity share carries right to vote and the Company has issued only one class of share i.e. equity share

iv) Vote of members : Every member present in person and being a holder of equity share shall have one vote and every person either as a general proxy on behalf of a holder of equity share, shall have one vote or upon a poll, every member shall have one vote for every share held by him.

v) During the year, 1,60,00,000 equity shares of Rs. 10 each have been alloted to Department of Telecommunications (DOT) , Govt. of India.


88

3: RESERVES & SURPLUSParticulars As at

31st March 2016As at

31st March 2015 (`) (`)i) General Reserve

Opening Balance 427,01,89,572 411,49,68,815Less: Adjustment of Depreciation as per Companies Act 2013

- (27,461,813)

Additions / (Deductions) during the year 32,12,39,996 18,26,82,570Closing Balance (i) 459,14,29,568 427,01,89,572

ii) Surplus in Statement of Profit & LossOpening Balance - - Profit for the year 36,51,94,018 21,37,14,568Less: Proposed Dividend 3,65,19,402 2,13,71,457

Dividend Distribution Tax on proposed dividend

74,34,620 43,50,801

Interim Dividend - 44,25,000 Dividend Distribution Tax on Interim Dividend

- 8,84,740

Transfer to General Reserve 32,12,39,996 18,26,82,570Closing Balance (ii) - - T O T A L (i) + (ii) 459,14,29,568 427,01,89,572

4 : LONG TERM BORROWINGParticulars As at


31st March 2015 (`) (`)i) SECURED Term Loan - From Banks 17,71,16,150 76,71,25,906 Less: Current Maturities of Long Term Debts (Refer Note - 10)

17,71,16,150 29,59,42,936

- 47,11,82,970ii) UNSECURED - Working Capital Term Loan - From Govt. of India 95,00,00,000 69,00,00,000T O T A L 95,00,00,000 116,11,82,970

Breakup of Secured Loan

Secured Loan for Nabha BOT Road project - 10,99,42,936 Secured Loan for Lakhnadone BOT Road project - 37,82,00,000 Secured Loan for Odisha ICT project 17,71,16,150 27,89,82,970 Total - A 17,71,16,150 76,71,25,906


89

a) Secured Term Loan:

The Term Loan has been taken from Bank of Baroda for a contract of Implementation of ICT @ School Project in Odisha. The sanctioned loan amount was Rs 90 Crores. The drawl was started in April 2014. The interest rate is being charged at Base Rate plus 0.25% per annum

The Security is:

I. First exclusive charge on project receivables in Escrow account of the project.

II. First exclusive charge on project assets of the project.

III. D.P. Note executed by the company supported by Board Resolution.

IV. Letter of installments.

Period of repayment:

20 quarterly installments of Rs 4.50 Crores each starting from 13th month after the first disbursement i.e. with a moratorium period of 12 months. Door to Door tenor is 72 months.

b) Unsecured Term Loan:

The Loan has been taken from DOT, Ministry of Communications & IT, New Delhi. The loan has been sanctioned by Govt. of India. The sanctioned loan amount was Rs 95 Crores. The amount of Rs. 69 Crores was disbursed on 31/3/15 and balance of Rs. 26 Crores has been disbursed on 23/3/16. The interest rate is being charged @ 11.50% p.a. and the repayment period of loan is 5 years including two years moratorium period.

Less: Current Maturities of Long Term Debts Secured Loan for Nabha BOT Road project - 10,99,42,936 Secured Loan for Lakhnadone BOT Road project - 60,00,000 Secured Loan for Odisha ICT project 17,71,16,150 18,00,00,000 Total - B 17,71,16,150 29,59,42,936

Net Total (A- B) - 47,11,82,970During the year, the Secured Loan for Lakhnadone BOT Road project has been transfered to SPV company formed for the purpose


90

5 : DEFERRED TAX LIABILITIES / (ASSETS)Particulars As at


31st March 2015 (`) (`)

Deferred Tax Liability : Related to Fixed Assets 19,10,69,001 19,48,26,102Total 19,10,69,001 19,48,26,102Deferred Tax Assets: Provision for Doubtful Debts 17,47,86,002 3,96,50,753 Provision for Doubtful Advances 8,08,69,940 6,45,18,845 Provision for Leave encashment / Bonus 5,14,95,592 5,00,42,362 Others 2,86,61,205 2,31,48,207Total 33,58,12,739 17,73,60,167

Deferred Tax (Assets)/ Liabilities (Net) (14,47,43,738) 1,74,65,935

6 : OTHER LONG-TERM LIABILITIES Particulars As at


31st March 2015 (`) (`)

a) Trade Payables 8,24,742 7,82,430 b) Others 6,64,91,081 4,90,53,806 T O T A L 6,73,15,823 4,98,36,236

7: LONG-TERM PROVISIONSParticulars As at


31st March 2015 (`) (`)

Provision for Employee Benefits -- Post Retirement Medical Benefits 5,32,16,195 5,04,13,463 -- Leave Salary Encashment 9,14,36,475 10,50,24,412 -- Others Benefits 2,57,32,877 2,08,10,454

T O T A L 17,03,85,547 17,62,48,329


91

9: TRADE PAYABLESParticulars As at


31st March 2015 (`) (`)

a) Trade payables 999,44,42,665 636,93,06,356 b) Due to Related Parties 2,43,04,550 2,80,21,326 T O T A L 1001,87,47,215 639,73,27,682

10 : OTHER CURRENT LIABILITIESParticulars As at


31st March 2015 (`) (`)

a) Current maturities of long-term debt 17,71,16,150 29,59,42,936 b) Advances from Customers 112,91,57,795 93,68,85,257 c) Interest accrued but not due on Borrowings 9,52,643 2,17,397 d) Interest accrued and due on Borrowings - 23,52,366 e) Other payables (Including Sales Tax, Service Tax and Others) 332,44,74,165 335,28,98,441 T O T A L 463,17,00,753 458,82,96,397

8: SHORT TERM BORROWINGS Particulars As at


31st March 2015 (`) (`)

Loans Repayable on Demand Secured Loans - From Banks - Overdraft 33,95,67,846 23,78,68,219 (Secured against Receviables) Unsecured Loans From Banks - Foreign Currency Loan 5,13,48,835 23,53,27,703 - Rupees Loan 27,77,80,419 5,04,32,664 T O T A L 66,86,97,100 52,36,28,586


92

11 : SHORT-TERM PROVISIONSParticulars As at


31st March 2015 (`) (`)

a) Income Tax 26,64,45,102 26,66,43,166b) Proposed Dividend 3,65,19,402 2,13,71,457c) Tax on Proposed Dividend 74,34,620 43,50,801d) Provision for Warranty Period Expenses * 8,61,09,481 4,79,21,029e) Employee benefits 23,93,39,393 9,43,33,938f) Others -- Provision for losses in unfinished projects 1,10,75,465 30,44,281 T O T A L 64,69,23,463 43,76,64,672

* Provision for Warranty Period Expenses: Opening Balance 4,79,21,029 4,26,35,486 Add: Provided for Current Year 6,88,02,476 3,55,55,859 Less: Withdrawn during the Current Year 23,30,335 14,75,971 Less: Utilized during the Current Year 2,82,83,689 2,87,94,345 Closing Balance 8,61,09,481 4,79,21,029


93

12. F

IXED

ASSE

TS

12A-

TANG

IBLE

ASSE

TS (I

NLAN

D)

(A

mou

nt in

Rup

ees)

PAR

TIC

UL

AR

SG

RO

SS

BL

OC

KD

EP

RE

CIA

TIO

NN

ET

BL

OC

K

As

at

01.

04.2

015

Add

itio

ns

/Ad

just

-m

ents

D

uri

ng

Th

e Ye

ar

Tra

nsf

erS

ale

/ Ad

-ju

stm

ents

D

uri

ng

Th

e Ye

ar

As

at

31.

03.2

016

As

at

01.

04.2

015

Dep

reci

a-ti

on

du

rin

g th

e ye

ar

Tra

nsf

erS

ales

/ Ad

-ju

stm

ent

du

rin

g th

e ye

ar

As

at

31.

03.2

016

As

at

31.

03.2

016

As

At

31

.03.

2015

Tem

pora

ry S

truc

ture

43,6

0,96

94,

65,7

6048

,26,

729

43,6

0,96

962

,638

44,2

3,60

74,

03,1

22 -

Land

34,3

7,44

934

,37,

449

-

-

-

34,3

7,44

934

,37,

449

Build

ing-

Offi

ce

(Lea

seho

ld)

6,60

,84,

034

6,60

,84,

034

1,19

,66,

590

12,6

0,82

81,

32,2

7,41

85,

28,5

6,61

65,

41,1

7,44

4

Build

ing-

Res

iden

tial

66,4

7,24

066

,47,

240

35,7

8,73

199

,495

36,7

8,22

629

,69,

014

30,6

8,50

9

Furn

iture

& F

ixtu

re6,

48,8

9,40

715

,90,

457

5,56

83,

08,0

326,

61,7

7,40

06,

22,3

6,39

88,

99,8

531,

48,3

166,

29,8

7,93

531

,89,

465

26,5

3,00

9

Offi

ce M

achi

nery

&

Equi

pmen

ts2,

24,2

8,54

379

,181

(12

,136

)5,

22,4

022,

19,7

3,18

61,

95,1

2,29

19,

75,6

53 -

5,

34,5

331,

99,5

3,41

120

,19,

775

29,1

6,25

2

Elec

tric

al A

pplia

nce

3,65

,90,

986

14,4

5,98

5 3

,072

1,

53,5

653,

78,8

6,47

82,

42,0

2,32

721

,92,

971

1,02

,945

2,62

,92,

353

1,15

,94,

125

1,23

,88,

659

Veh

icle

s1,

55,8

2,78

2 -

-

5,

35,9

001,

50,4

6,88

294

,87,

777

15,2

6,20

91,

73,9

601,

08,4

0,02

642

,06,

856

60,9

5,00

5

Plan

t &

Mac

hine

ry37

,75,

01,1

9668

,000

-

1,31

,29,

022

36,4

4,40

,174

12,4

8,10

,323

3,48

,08,

015

-

27,5

1,10

415

,68,

67,2

3420

,75,

72,9

4025

,26,

90,8

73

Com

pute

rs8,

33,4

7,86

792

,38,

309

3,49

63,

17,0

809,

22,7

2,59

26,

54,1

3,73

362

,59,

430

-

3,08

,746

7,13

,64,

417

2,09

,08,

175

1,79

,34,

134

Tra

inin

g Eq

uipm

ents

2,22

,16,

937

36,2

0,52

41,

30,8

352,

57,0

6,62

62,

00,2

7,51

98,

43,1

641,

14,6

592,

07,5

6,02

449

,50,

602

21,8

9,41

8

TO

TA

L o

f 12

(A)

70,3

0,87

,410

1,65

,08,

216

-

1,50

,96,

836

70,4

4,98

,790

34,5

5,96

,658

4,89

,28,

256

-

41,3

4,26

339

,03,

90,6

5131

,41,

08,1

3935

,74,

90,7

52

Pre

vio

us Y

ear

71,0

4,33

,866

74,2

5,86

1(1

4,71

7,31

0)55

,007

70,3

0,87

,410

27,7

0,97

,268

7,22

,29,

865

(3,

688,

065)

42,4

1034

,55,

96,6

5835

,74,

90,7

5243

,33,

36,5

98

1.

Build

ing-

Offi

ce (

Leas

ehol

d) r

epre

sent

s pr

emiu

m o

n ac

quis

ition

of p

erpe

tual

rig

hts

whi

ch is

initi

ally

for

99 y

ears

leas

e

2.

Figu

res

in b

rack

ets

deno

tes

nega

tive

valu

es


94

12 B-

TANG

IBLE

ASSE

TS (F

OREIG

N)

(

Am

ount

in R

upee

s)

PAR

TIC

UL

AR

SG

RO

SS

BL

OC

KD

EP

RE

CIA

TIO

NN

ET

BL

OC

KA

s at

0

1.04

.201

5A

ddit

ion

s /A

dju

st-

men

ts

Du

rin

g T

he

Year

Tra

nsf

erS

ale

/ Ad

-ju

stm

ents

D

uri

ng

Th

e Ye

ar

As

at

31.

03.2

016

As

at

01.

04.2

015

Dep

reci

a-ti

on

du

rin

g th

e ye

ar

Tra

nsf

erS

ales

/ Ad

-ju

stm

ent

du

rin

g th

e ye

ar

As

at

31.

03.2

016

As

at

31.

03.2

016

As

At

31

.03.

2015

Tem

pora

ry S

truc

ture

56,6

0,38

42,

02,6

77 -

58

,63,

061

56,6

0,38

43,

318

-

56,6

3,70

21,

99,3

59 -

Fu

rnitu

re &

Fix

ture

95,3

6,61

31,

71,7

20 -

2,

24,2

3494

,84,

099

81,4

4,94

42,

23,9

811,

69,0

5281

,99,

873

12,8

4,22

613

,91,

669

Offi

ce M

achi

nery

&

Equi

pmen

ts88

,45,

152

4,73

,065

(39

,005

)5,

28,7

0887

,50,

504

68,5

2,22

37,

75,8

015,

64,5

5770

,63,

467

16,8

7,03

719

,92,

929

Elec

tric

al A

pplia

nce

76,7

8,94

310

,81,

781

39,0

052,

09,9

3785

,89,

792

51,9

4,74

43,

78,8

9581

,731

54,9

1,90

830

,97,

884

24,8

4,19

9V

ehic

les

14,6

8,40

,008

1,06

,49,

085

-

1,14

,62,

209

14,6

0,26

,884

8,81

,21,

201

1,23

,18,

097

1,13

,28,

320

8,91

,10,

978

5,69

,15,

906

5,87

,18,

807

Plan

t &

Mac

hine

ry18

,61,

26,5

1199

,49,

700

-

1,46

,95,

944

18,1

3,80

,267

8,21

,33,

582

1,09

,34,

563

1,41

,66,

058

7,89

,02,

087

10,2

4,78

,180

10,3

9,92

,929

Com

pute

rs1,

42,2

0,64

312

,64,

876

-

6,39

,362

1,48

,46,

157

1,22

,69,

165

12,6

1,45

76,

39,3

751,

28,9

1,24

719

,54,

910

19,5

1,47

8T

OT

AL

12

(B)

37,8

9,08

,254

2,37

,92,

904

-

2,77

,60,

394

37,4

9,40

,764

20,8

3,76

,243

2,58

,96,

112

-

2,69

,49,

093

20,7

3,23

,262

16,7

6,17

,502

17,0

5,32

,011

Pre

vio

us Y

ear

39,9

7,29

,414

1,45

,44,

468

-

3,53

,65,

628

37,8

9,08

,254

20,2

3,23

,908

3,69

,15,

948

-

3,08

,63,

613

20,8

3,76

,243

17,0

5,32

,011

19,7

4,05

,506

TO

TA

L 1

2 (A

)70

,30,

87,4

101,

65,0

8,21

6 -

1,

50,9

6,83

670

,44,

98,7

9034

,55,

96,6

584,

89,2

8,25

6 -

41

,34,

263

39,0

3,90

,651

31,4

1,08

,139

35,7

4,90

,752

GR

AN

D T

OT

AL

12

(A)+

12(B

)10

8,19

,95,

664

4,03

,01,

120

-

4,28

,57,

230

107,

94,3

9,55

455

,39,

72,9

017,

48,2

4,36

8 -

3,

10,8

3,35

659

,77,

13,9

1348

,17,

25,6

4152

,80,

22,7

63

PR

EV

IOU

S Y

EA

R

TO

TA

L11

1,01

,63,

280

2,19

,70,

329

(14,

717,

310)

3,54

,20,

635

108,

19,9

5,66

447

,94,

21,1

7610

,91,

45,8

13(3

,688

,065

)3,

09,0

6,02

355

,39,

72,9

0152

,80,

22,7

6363

,07,

42,1

04

NO

TE

:1.

Fig

ures

in b

rack

ets

deno

tes

nega

tive

valu

es.

12 C-

INTA

NGIB

LE AS

SETS

(

Am

ount

in R

upee

s)

PAR

TIC

UL

AR

S

GR

OS

S B

LO

CK

DE

PR

EC

IAT

ION

NE

T B

LO

CK

As

at

01.

04.2

015

Add

itio

ns

/A

dju

stm

ents

D

uri

ng

Th

e Ye

ar

Tra

nsf

erS

ale

/ A

dju

stm

ents

D

uri

ng

Th

e Ye

ar

As

at

31.

03.2

016

As

at

01.

04.2

015

Dep

reci

atio

n

du

rin

g th

e ye

ar

Tra

nsf

erS

ales

/ A

dju

stm

ent

du

rin

g th

e ye

ar

As

at

31.

03.2

016

As

at

31.

03.2

016

As

At

31

.03.

2015

Tol

l Col

lect

ion

Rig

hts

- N

abha

G

ovin

dgar

h T

oll

Brid

ge

76,8

3,91

,662

-

-

-

76,8

3,91

,662

18,4

2,50

,440

4,62

,16,

999

-

23,0

4,67

,439

53,7

9,24

,223

58,4

1,41

,222

Com

pute

r So

ftwar

e3,

96,3

3,67

7 -

-

-

3,

96,3

3,67

71,

92,5

0,63

81,

16,7

9,47

7 -

-

3,

09,3

0,11

587

,03,

562

2,03

,83,

039

TO

TA

L

80,8

0,25

,339

-

-

-

80,8

0,25

,339

20,3

5,01

,078

5,78

,96,

476

-

-

26,1

3,97

,554

54,6

6,27

,785

60,4

5,24

,261

Pre

vio

us Y

ear

76,8

3,91

,662

24,

916,

367

14,7

17,3

10

-

80,8

0,25

,339

13,3

9,86

,427

6,58

,26,

586

3,6

88,0

65

-

20,3

5,01

,078

60,4

5,24

,261

63,4

4,05

,235


95

13 : NON CURRENT INVESTMENTSParticulars As at


31st March 2015 (`) (`)Long-term Investment Joint Ventures:Unquoted at Cost1. Telecommunications Consultants Nigeria Ltd.,

26,000 fully paid Equity Shares of 1 Naira each Original Value, representing 40% of Capital 3,75,180 3,75,180Less: decline in value due to Devaluation of Naira 3,67,684 3,67,684

7,496 7,4962. Bharati Hexacom Ltd.

7,50,00,000 (previous year 7,50,00,000) fully paid Equity Shares of Rs. 10/- each, representing 30% of Capital

106,20,00,000 106,20,00,000

3. TCIL Bellsouth Ltd.87,641 (previous year 87,641 )fully paid Equity Shares of Rs.100 each, representing 44.94% of Capital

83,72,675 83,72,675

4. United Telecom Ltd., Nepal57,31,900 (previous year 57,31,900) Equity Shares of 100 Nepali Rupees each, representing 26.66% of Capital

35,84,19,250 35,84,19,250

5. Intelligent Communications Systems India Ltd.36,000 (previous year 36,000) fully paid Equity Shares of Rs.100 each, representing 36% of Capital

36,00,000 36,00,000

143,23,99,421 143,23,99,421Subsidiaries:Unquoted at Cost1. TCIL Oman LLC, Oman

1,05,000 (previous year 1,05,000) Equity Shares of 1 Omani Rial each, representing 70% of Capital

1,20,92,435 1,20,92,435

2. TCIL Bina Toll Road Ltd.1,95,70,000 (previous year 1,95,70,000) fully paid Equity Shares of Rs.10 each, representing 100% of Capital

19,57,00,000 19,57,00,000

3. TCIL Lakhnadone Toll Road Ltd.2,31,10,000 (previous year 1,40,50,000) fully paid Equity Shares of Rs.10 each, representing 100% of Capital

23,11,00,000 14,05,00,000

43,88,92,435 34,82,92,435


96

Quoted at Cost4. Tamilnadu Telecommunications Ltd.

2,23,83,700 (Previous year 2,23,83,700) Equity Shares of Rs. 10 each, representing 49% of Capital (Market price as on 31.03.2016 Rs.3.00 each (Previous year Rs. 4.74 each)

22,38,37,000 22,38,37,000

Less: Provision for Dimunition in value of Investment

6,08,83,664 5,43,92,391

16,29,53,336 16,94,44,609

GRAND TOTAL 203,42,45,192 195,01,36,465

Aggregate value of Quoted Investment 22,38,37,000 22,38,37,000Aggregate value of Unquoted Investment 187,12,91,856 178,06,91,856Market value of Quoted Investment 6,71,51,100 10,60,98,738Provision for Dimunition in value of Investment 6,08,83,664 5,43,92,391

14 : LONG-TERM LOANS AND ADVANCES Particulars As at


31st March 2015 (`) (`)

Advances recoverable in cash or in kind or for value to be received

Secured : Related parties * 11,65,73,000 11,65,73,000Staff Advances (Represent House Building Advances secured against first charge on immovable property of the Staff and Vehicle Advances secured against first charge on Vehicle of the Staff)

79,13,917 77,43,748

Unsecured- Considered good Related parties ** 70,64,43,654 90,52,11,273 Others 8,26,224 11,78,232Security Deposits 48,51,879 3,15,717Interest accrued but not due on advances 61,00,654 68,79,275 T O T A L 84,27,09,328 103,79,01,245

* Represent Rs. 1165.73 lakhs due from Tamilnadu Telecommunications Ltd (Previous year Rs 1165.73 lakhs)

** Represent Rs. 7064.44 Lakhs due from SPVs (TCIL Bina Toll Road Ltd. and TCIL Lakhnadone Toll Road Ltd.) (Previous year Rs. 9052.11 Lakhs)


97

15 : OTHER NON-CURRENT ASSETSParticulars As at


31st March 2015 (`) (`)

Long-term Trade Receivables (including tradereceivables on deferred credit terms)Unsecured- Considered good - Trade Receivables 14,79,38,728 8,55,26,378 - Retention Money 5,24,03,087 5,20,14,694

- Considered doubtful - Trade Receivables 8,47,30,981 12,42,95,873

28,50,72,796 26,18,36,945Less: Provision for Doubtful debts 8,47,30,981 12,42,95,873

20,03,41,815 13,75,41,072Others- Advance Tax & TDS 7,06,52,769 7,06,52,769- Deposits with maturity of more than 12 months 10,258 10,258 (Pledged with bank against Guarantees) T O T A L 27,10,04,842 20,82,04,099

16 : INVENTORIESParticulars As at


31st March 2015 (`) (`)

As taken, valued and certified by the Management (valued at cost) - Stock-in-trade (in respect of goods acquired for trading)

- 2,35,651

- Stores & Spares (including with Sub-contractors) at project sites

11,74,18,018 12,57,80,344

Less: Provision for obsolescence/ slow moving stores 56,19,417 53,31,127 T O T A L 11,17,98,601 12,06,84,868


98

17 : TRADE RECEIVABLES Particulars As at


31st March 2015 (`) (`)

Unsecured :

A) Outstanding for period exceeding six months : Considered good Trade Receivables * 257,99,09,768 442,72,76,324 Retention Money 2,97,21,968 3,54,70,860 Considered Doubtful 42,03,14,101 - TOTAL - A 302,99,45,837 446,27,47,184

B) Others : Considered good Trade Receivables * 619,39,73,171 309,74,45,625 Retention Money 26,17,02,529 20,71,05,344 Unbilled 58,06,34,719 57,45,95,344

TOTAL - B 703,63,10,419 387,91,46,313

TOTAL (A+B) 1006,62,56,256 834,18,93,497

Less : Provision for Doubtful Debts 42,03,14,101 -

T O T A L 964,59,42,155 834,18,93,497

* Includes amount due from Subsidiary Companies Rs. 5805.49 Lakhs (Previous year Rs. 5614.18 Lakhs)


99

18 : CASH AND CASH EQUIVALENTS

Particulars As at 31st March 2016


(`) (`)A. Cash in hand including imprest balances 44,48,394 47,21,258

B. Balances with Banks in Current Accounts 40,61,77,751 12,67,06,089 Less: Provision against fund blocked in Banks * 52,38,160 53,35,197

40,09,39,591 12,13,70,892 in Call Accounts 22,27,320 9,42,283 in Deposit Account : Deposits with maturity of less than 3 months 30,15,63,314 11,44,00,595 in Saving Bank Account 3,70,686 21,98,875

T O T A L (B) 70,51,00,911 23,89,12,645

C. Other balances Deposits with maturity of more than 3 months but less than 12 months

2,38,51,198 1,71,43,244

(Pledged with bank for Rs. 146 Lakhs (Previous year Rs. 146 lakhs) against Guarantees)

T O T A L (C ) 2,38,51,198 1,71,43,244

D.Cheques in hand 8,69,222 1,69,16,895

T O T A L (A+B+C+D) 73,42,69,725 27,76,94,042

* Allied Bank of Nigeria, Nigeria and El Khalifa Bank, Algeria went into liquidation long time back and provision for outstanding balances was provided in the accounts in earlier years.


100

19 : SHORT-TERM LOANS AND ADVANCES Particulars As at


31st March 2015 (`) (`)

Advances recoverable in cash or in kind or for value to be receivedSecured (Considered good)- Staff Advances (Represent House Building Advance secured against first charge on immovable property of the staff and Vehicle advance secured against First charge on Vehicle of the staff)

27,23,782 30,46,780

Unsecured- Considered good 156,49,29,797 97,01,38,975- Considered doubtful 23,36,74,122 18,21,75,437

180,13,27,701 115,53,61,192Less: Provision for Doubtful advances 23,36,74,122 18,21,75,437

156,76,53,579 97,31,85,755

Security Deposits 8,36,43,269 10,28,09,421Interest accrued but not due on advances 3,16,35,709 3,42,33,677Interest accrued and Due on Loan - 9,07,570T O T A L 168,29,32,557 111,11,36,423

20 : OTHER CURRENT ASSETS Particulars As at


31st March 2015 (`) (`)

Interest accrued but not due on deposits 3,14,44,525 3,18,00,853 (Rs 233.40 Lakhs (previous year Rs. 260.01 Lakhs) on deposits in the name of Client - A/c TCIL)

Amount Due from Customers - Work in Progress 2080,25,81,406 1578,22,60,292 Less: Bills Raised 1566,42,40,149 1264,80,70,571

513,83,41,257 313,41,89,721

Advance Tax and Tax Deducted at Source 55,41,95,394 53,92,11,249MAT Credit Entitlement 53,00,321 7,69,75,560Other Taxes Recoverable 10,31,76,433 9,14,65,333T O T A L 583,24,57,930 387,36,42,716


101

21 : REVENUE FROM OPERATIONSParticulars For the year ended


March 31, 2015 (`) (`)I. Sale of Products 262,76,80,931 150,19,03,757

II. Sale of Services a) Turnkey Projects completed 230,50,55,052 107,55,57,250 b) Accretion/(Decretion) to Work-in-Progress: Closing Work-in-Progress 2080,25,81,406 1578,22,60,292 Less: Opening Work-in-Progress and adjustment 1578,22,60,292 1329,32,72,199

502,03,21,114 248,89,88,093

c) Maintenance / Service Contracts 300,32,99,550 253,36,40,027 d) Consultancy Projects 9,34,99,132 26,80,44,101 e) Other Projects 8,84,92,624 10,44,02,433

III. Other Operating Revenue- Interest on Advance to Sub-contractors 50,40,657 40,49,374- Overheads recovered from Sub-contractors 5,66,154 18,38,883- Sale of Tenders 1,49,822 1,30,025- Provision for Warranty Period Expenses written back

23,30,335 14,75,971

- Excess provision / Liabilities written back 13,08,02,833 4,07,60,450

T O T A L 1327,72,38,204 802,07,90,364

22 : OTHER INCOMEParticulars For the year ended


March 31, 2015 (`) (`)Interest (Gross)- Fixed Deposit 1,03,26,599 1,17,98,928- Loans to Employees 8,30,950 9,77,838

Other Non-Operating income- Dividend received 27,07,20,000 15,07,20,000- Others 2,29,54,151 13,05,01,811

T O T A L 30,48,31,700 29,39,98,577


102

23 : COST OF MATERIALS CONSUMEDParticulars For the year ended


March 31, 2015 (`) (`)A. STORES & SPARES Opening Stock 12,57,80,344 11,23,68,120 Add: Purchases 55,61,20,948 65,06,32,716 Total 68,19,01,292 76,30,00,836 Less: Closing Stock 11,74,18,018 12,57,80,344 Stores & Spares consumed 56,44,83,274 63,72,20,492

B. LOOSE TOOLS Opening Stock - - Add : Purchases 1,05,87,356 22,33,580 Total 1,05,87,356 22,33,580 Less : Closing Stock - -

Loose tools consumed 1,05,87,356 22,33,580TOTAL 57,50,70,630 63,94,54,072

24 : CHANGES IN INVENTORIES OF STOCK IN TRADEParticulars For the year ended


March 31, 2015 (`) (`)Stock at close - 2,35,651Stock at commencement 2,35,651 16,03,90,295(Increase)/ Decrease in Stocks 2,35,651 16,01,54,644


103

26 : FINANCE COSTSParticulars For the year ended


March 31, 2015 (`) (`)

Interest on Term Loans 10,97,80,593 7,36,43,389

Interest on Overdrafts & Other Borrowings 6,70,55,772 7,27,39,992

Net Loss on foreign exchange transactions 2,53,56,994 1,62,80,053

T O T A L 20,21,93,359 16,26,63,434

25 : EMPLOYEE BENEFITS EXPENSEParticulars For the year ended


March 31, 2015 (`) (`)

Salaries (including foreign DA) 131,30,30,151 115,29,62,801

Leave Salary & Pension Contribution 12,19,907 14,20,597

Provident & other Funds Contribution 9,73,29,617 8,80,26,255

Medical Reimbursement 4,87,00,616 4,33,69,717

Staff Welfare including Camp expenses 4,61,68,061 3,94,89,510

Liveries 5,98,605 5,36,190

Performance Related Pay (PRP) 2,11,83,747 1,18,88,370

Bonus 16,89,671 2,89,532

Rent for employees Accommodation :

Gross: 2,42,87,868 2,13,84,682

Less Recoveries 4,23,095 5,25,545

Leave Salary Encashment 4,23,00,180 3,75,99,854

Children Education Allowance 2,96,699 10,45,814

Perks (Note No. 41 (a)) 7,40,84,453 -

Superannuation Pension Contribution (Note No. 41 (b)) 4,56,51,851 -

House Furnishing & Maintenance Allowance 2,41,69,869 2,43,19,785

Leave Travel Concession 55,95,304 23,41,218

Gratuity 1,31,13,861 11,09,510

Employees Accident Group Insurance 5,41,376 2,92,719

P.F.Admn.Charges 10,57,211 9,94,227

Retd.Emp.Medical Scheme 57,20,126 85,15,164

T O T A L 176,63,16,078 143,50,60,400


104

27 : ADMINISTRATIVE AND OTHER EXPENSESParticulars For the year ended


March 31, 2015 (`) (`)Rent 9,61,13,009 8,74,78,055Rates & Taxes 10,23,31,922 9,27,89,298Insurance 3,94,00,787 4,50,92,631Bank & Guarantee Charges 2,84,14,730 2,86,17,856Business Promotion 64,13,712 71,29,844Agency Commission & Sponser Fee 3,75,74,683 2,46,12,311Legal & Professional Charges 1,77,55,812 1,79,45,716Consultancy 1,65,11,929 2,76,15,161Electricity & Water 2,66,10,108 3,53,02,773Telephone,Telex & Postage 2,68,76,658 2,22,29,557Printing & Stationery 1,16,26,860 1,09,70,967Travelling 9,39,55,303 8,37,48,270Advertisement 80,44,527 50,44,397Books & Periodicals 5,32,483 2,45,872Seminar & Training 28,42,984 14,88,800Repairs & Maintenance : - Plant & Machinery 3,24,41,430 1,65,63,066 - Building 62,01,342 55,57,916 - Others 1,32,15,816 2,12,38,688Loss on Currency Translation (Net) 20,84,22,765 9,26,82,640Vehicle Running & Maintenance 3,70,10,726 3,27,62,667Misc. Expenses 1,22,13,457 1,07,51,522Auditors remuneration : - Audit Fee 45,74,851 34,66,376 - Taxation Matter 12,25,110 11,06,094 - Others services including certification 1,75,000 1,90,450 - Reimbursement of Expenses 2,851 1,03,747Hiring Charges : - Machinery 1,79,25,888 2,91,77,168 - Vehicles 5,95,94,001 4,39,74,503Directors sitting fees 99,225 2,44,944Provision for Warranty Period Expenses 6,88,02,476 3,55,55,859Loss on sale / scrapping of assets 25,01,058 22,00,626Bad debts/ Advances Written off 8,62,10,395 2,06,87,395Donation 50,000 50,000Security & Maintenance 1,24,35,206 1,09,71,104Research & Development 5,25,000 - T O T A L 107,86,32,104 81,75,96,273


105

28 : TAX EXPENSEParticulars For the year ended


March 31, 2015 (`) (`)Current Tax (Including Wealth Tax) 22,18,33,325 6,31,92,120Provision for Taxation for earlier years -24,75,579 -15,270Deferred Tax Charge -16,08,76,832 -3,65,45,664MAT Credit Entitlement - Prevoius year - -25,78,362 T O T A L 5,84,80,914 2,40,52,824


106

Notes Forming Part of the Financial Statements29. Contingent Liabilities

(` In Lakhs)

Particulars As on March 31, 2016

As on March 31, 2015

Income Tax matters not acknowledged as debts [see (i) below]

1954.83 1,669.66

Sales Tax matters not acknowledged as debts [see(ii)below] 25.26 25.26Disputed Claims not acknowledged as debts [see(iii) below] 32,060.39 27,251.56Liabilities on Terminated packages 824.00 824.00

(i) Income Tax Matters

Provisions have been made for the current Income Tax as per the provisions of Tax laws prevailing in India and abroad and are based on the decision of the Appellate Authorities. The assessment of the company u/s 143(3) of Income Tax Act, 1961 has been completed up to AY 2013-14. However, no provision is considered necessary in respect of issues, which are subject matter of appeals, filed with Appellate Authorities (either by the company or by the revenue department).

(ii) Sales Tax

A demand has been raised by Uttarakhand Trade Tax Department for the Assessment Year 2002-03 to 2006-07 which has not been acknowledged by the Company as debt in view of Judgment of Uttarakhand High Court for the Year 1997-98 to 2001-02 in favour of the Company. The Company is in appeal against the said demand with Appellate Authority.

(iii) Disputed Claims

No provision has been made for disputed claims and interest thereon, which are in the course of adjudication either before any court of law or under any arbitrator as the Company has not acknowledged these claims as debts. Similarly, counter claims filed by the Company amounting to ` 7,317.61 Lakhs (Previous Year ` 6,502.35 Lakhs) has also not been accounted for.

It is not practically possible to disclose the uncertainties relating to any outflow.

30. Details of Guarantees given

(` In Lakhs)

Particulars As on March 31, 2016

As on March 31, 2015

Bank Guarantees Outstanding 36,696.80 35,261.01Bank Guarantees Expired 893.99 5,899.32Bank Guarantees given on behalf of TTL 665.71 967.76Bank Guarantees given on behalf of TTL, since expired 0.95 117.18Corporate Guarantees 157.11 1,053.04


107

31. Details of Letter of Credits Issued(` In Lakhs)

Particulars As on March 31, 2016 As on March 31, 2015Letter of Credit Outstanding 4,449.13 738.57

32. Capital and Other Commitments

Estimated amount of contracts remaining to be executed on Capital Account and not provided for is ` 1.94 Lakhs (Previous Year: Nil).

33. (i) Details of Foreign Currency Exposure

Amount payable in Foreign Currency (Unhedged) on account of the following:-

ParticularsAs on 31st March 2016 As on 31st March 2015

Indian Rupees Foreign Currency Indian Rupees Foreign Currencya) Import Creditors

NTRO 47,78,280.00 USD 72,000 45,11,700.00 USD 72,000DSPT 17,60,85,424.94 USD 26,53,287.50 16,62,61,627.97 USD 26,53,287.50PGCIL 25,95,947.94 USD 39,116.22 8,03,56,232.53 USD 12,82,365.57DGLL 66,20,021.57 USD 99,751.70

NIL NIL36,37,139.04 EURO 48,500.04

b). Unsecured Loans (Banks)

5,13,48,835.00 USD 7,76,377.54 23,53,27,703.00 USD 37,55,479.00

(ii) Amount receivable in Foreign Currency (Unhedged) on account of the Following:


Indian Rupees Foreign Currency Indian Rupees Foreign Currency

Export Debtors NIL NIL NIL NIL

Call Deposit / Current Account with Banks

23,67,66,271.31 USD 35,67,637.63 7,71,651.72 USD 12,314.41

7,353.29 GBP 77.21 7,106.09 GBP 76.75

1,19,999.25 EUR 1,600.15 1,91,638.32 EUR 2,831.64

(iii) Overseas Projects/Branches: Project periods typically range from 1 to 3 years. Payables/Receivables being in the same currency, unhedged portion represents surplus to be repatriated to India after the end of the project, which is hedged on ascertainment of surplus at the time of repatri-ation.

34. A) Income / Expenditure in Foreign Currency

(` In Lakhs)

DescriptionYear Ended Year Ended 31-03-2016 31-03-2015

Inflow Amount repatriated from Foreign Projects 4,047.07 3,980.95ExpenditureImport on CIF Basis(Traded Goods) 665.39 1,128.64Contractual Payments 189.06 -Others 239.12 238.82


108

B) Consumption of imported and indigenous materials consumed:

(` In Lakhs)

Item2015-16 2014-15

Amount % of total consumption


a) Imports:Stores & Spares - - - -Loose Tools - - - -b) Indigenous:Stores & Spares 5,644.83 98.16 6,372.20 99.65Loose Tools 105.87 1.84 22.34 0.35

TOTAL 5,750.70 100.00 6,394.54 100.00

35. Corporate Social Responsibility

In view of Companies (Corporate Social Responsibility Policy) Rules, 2014, the company does not have ‘Net Profits’ in terms of Rule 2(f) as defined in these rules and thus the company is not liable for undertaking CSR expenditure under section 135 of the Companies Act, 2013. However the company has incurred an expenditure of ` 56.00 Lakhs on CSR activities during the current financial year. Out of this an amount of ` 42.80 Lakhs has been incurred in India and ` 13.20 Lakhs in Mauritius as per the local law requirement of Mauritius.

36. Balances of Debtors and Creditors including BSNL, MTNL, MPRRDA, GAIL, PGCIL and Others are subject to confirmation and reconciliation.

37. The Company has not received any information from suppliers regarding their status under the Micro, Small and Medium enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/ payable as required under the said Act could not be ascertained.

38. Amounts due from whole time Directors, Company Secretary including Chairman & Managing Director of the Company

(Amount in `)

ParticularsAs on

31.03.2016As on

31.03.2015Maximum during the year31.03.2016 31.03.2015

Whole time Directors & CMD Nil Nil Nil NilCompany Secretary Nil Nil Nil Nil

39. A) Employee Benefit Expenses including remuneration paid to whole time Directors including Chairman & Managing Director: -

(Amount in `)

Description 2015-16 2014-15Salaries and Allowances 1,23,01,466 1,02,77,049Provident Fund Contribution 9,09,542 8,22,014Medical Reimbursement 2,59,485 1,09,859

B) Chairman & Managing Director and Whole time Directors are also covered under Group Gratuity-cum-Life Assurance Scheme and Group Personal Accident Insurance Scheme for which premium of ` 3,62,956/- (previous year ` 3,27,246/-) has been paid by the Company as applicable under Rules of the Company.


109

40. (a) In Kuwait, transactions including purchase of assets in connection with the contracts have been carried out in the name of Agents/JV companies. The written down value of Fixed Assets in the name of Agents/JV companies amounts to ` 553.52 Lakhs (Previous Year ` 501.65 Lakhs).

(b) The company has undertaken three projects on Built- Operate- Transfer (BOT) basis as per the Concession Agreement with the government authorities. Of the three, two are being operated through separate SPV’s. Under the agreements, concession periods for toll collection or annuity payments range from 15 to 28 years. At the end of the said concession period, the entire facilities are to be transferred to the concerned government authorities.

(c) The aggregate amount of revenues and profits/(losses) before tax (net) recognized during the year in respect of construction services related to BOT projects is ` 3341.00 Lakhs (Previous Year ` 3,849.50 Lakhs) and ` (19.94) Lakhs (Previous Year ` (251.06) Lakhs) respectively.

(d) The Company has given unsecured loans of ` 5885.36 Lakhs (Previous Year ` 4866.69 Lakhs) to TCIL Bina Toll Road Limited (TBTRL) and ` 1187.56 Lakhs (Previous Year ` 4185.42 Lakhs) to TCIL Lakhnadone Toll Road Limited (TLTRL) which are 100% subsidiaries of the Company, as the right of collection of toll is vested in them.

41. (a) The company has decided to pay 15% perks (in addition to 10% being already paid) w.e.f. 01-04-2014 to employees on IDA pattern and children education allowance & transport allowance as per rates prescribed in 6th pay commission to employees on CDA pattern w.e.f. 01-04-2014. Accordingly, Provision for perks benefits of ` 740.84 Lakhs has been made during the year.

(b) The company is planning to introduce Defined Contribution Superannuation Pension Scheme for its regular employees w.e.f. 01-04-2014. The company shall be contributing 5% of salary (Basic and Dearness Allowance) towards employer contribution. Provision amounting to ` 456.52 Lakhs has been made in the books of accounts for the Financial Year 2015-16 for the purpose.

42. Investments in ventures in India and outside India are classified as long term investments and are valued as per Accounting Policy No.1.10. During the year, the company has received dividend of ` 2,707.20 Lakhs from Joint Venture Companies.

43. During the year, the company has written back ` 1,308.03 Lakhs towards liabilities / provisions, made in earlier years, which are no longer required.

44. In accordance with Accounting Standard – 5, Prior Period Income & Expenditure items in Statement of Profit & Loss are given hereunder:-

(Amount in `)Description 2015-16 2014-15

Prior Period Items

INCOME

a) Project Income - 1,05,97,836b) Other Income - -Total Income (I) - 1,05,97,836

EXPENDITURE

a) Stores, Spares & Loose Tools Consumed - -b) Sub Contractors - 81,17,272c) Other Expenses (Paid to IIT Delhi-LPF Division) 5,25,000 -d) Depreciation - -e) Loss/(Profit) on Scrapping / Sale of assets (9,400) 11,10,709Total Expenditure (II) 5,15,600 92,27,981

Net Income (I-II) (5,15,600) 13,69,855


110

45. Disclosure as per Revised Accounting Standard on “Accounting for Construction Contracts” (AS-7) issued by the Institute of Chartered Accountants of India regarding to Turnkey Contracts awarded to the Company on or after 1.4.2002:

(` In Lakhs)

S. No. Particulars 2015-16 2014-151 Contract revenue recognized for the year 73,253.76 30,946.332 The aggregate amount of cost incurred and recognized profits

(less recognized losses) in respect of work in progress upto the reporting date

2,08,025.81 1,57,822.60

3 Amount due from customers 51,383.41 31,341.904 Advances received from customers & outstanding as at the

year-end.10,534.53 6,494.49

5 Retention Money outstanding as at the year end 2,941.30 2,399.03

46. Tamil Nadu Telecommunications Ltd (TTL), a subsidiary company presently do not have orders in hand and production is temporarily under suspension. In view of this, there is no virtual certainty of realization of interest owed by them to the company.

Hence, the company has not recognized interest income to the tune of ` 811.50 Lakhs during the year in compliance of AS-9 ‘Revenue Recognition’.

47. Disclosure as per AS-15

In compliance with AS 15 (Revised), the Company’s Employee Benefits plans are given hereunder:

Employee Benefits:

a) Provident Fund

The Company contributes fixed percentage of basic pay every month to the Provident Fund, created under Indian Provident Fund Act 1976. The fund is managed by a separate trust, which invests the funds in permitted securities. The contribution to the fund for the period is recognized as expense and is charged to Profit and Loss Account. The obligation of the company is limited to such fixed contribution. However, the Trust is required to pay a minimum rate of interest on contribution to the members as prescribed by the said Act. The fair value of assets of the Fund including the returns on the assets thereof, as on the Balance Sheet date is greater than the obligations under the defined benefit plan. The total contribution of the company during the year is ` 973.30 Lakhs (Previous year ` 880.26 Lakhs).

b) Gratuity

The Company has a defined Gratuity Plan. Every employee who has rendered continuous service of five years or more is entitled to get Gratuity of 15 days salary for each completed year of service subject to a maximum of ` 10 Lakhs on superannuation, resignation, termination, and disablement or on death. The scheme is funded by Company and is managed by Trust namely “Telecommunications Consultants Employees Group Gratuity Trust” which has taken a Group Gratuity-cum-Life Assurance Policy from Life Insurance Corporation of India. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method. Against this, the actual liability based on the actuarial valuation done by LIC and the demand raised by them is ̀ 131.14 lakhs (Previous year ̀ 11.10 lakhs) which has been charged to P&L A/c.

c) Leave Encashment

The Company has Leave Encashment facility up to 300 days (Earned Leave plus Half Pay Leave) at the time of superannuation/ retirement during the year. Based on Actuarial Valuation, the present value of obligation towards leave encashment as on 31-3-2016 is ` 1,402.88 Lakhs. However, the company is already having a provision of ` 1,469.60 Lakhs as on 31-3-2016. During the year company had actually


111

paid an amount of ` 423.00 Lakhs and as per actuarial valuation the expenses to be recognized in profit & loss account is ` 516.00 Lakhs. The difference of (` 516.00 Lakhs – ` 423.00 Lakhs) ` 93.00 Lakhs has been adjusted from the excess provision of earlier years. After adjustment of ` 93.00 Lakhs, the excess provision towards leave encashment stands ` 66.72 Lakhs. However Management has decided not to withdraw the excess provision due to requirements, if any, in future.

d) Post Retirement Medical Scheme

The Company has a medical scheme for retired employees (who opted for company scheme) as per Accounting Policy No 1.20(ii). The company has provided liability on this account on the basis of actuarial valuation.

The status of Gratuity (Funded), Leave Encashment and Post Retirement Medical Scheme based on actuarial valuation are as follows:

(` In Lakhs)

S. No.

Particulars

Gratuity Leave Encashment

Post Retirement

Medical Scheme

(Funded) (Unfunded) (Unfunded)Discount rate 8% 8% 8%

1 Change in present value of obligationsPresent value of obligations as at 01.04.2015 2,132.75 1309.88 543.02Interest cost 170.62 104.79 43.44Current service cost 75.92 210.28 0Benefits paid -234.04 -423 -22.41Actuarial (gain)/loss on obligations 56.80 200.93 13.76Present value of obligations as at 31.03.2016 2,202.05 1402.88 577.81

2 Changes in the fair value of plan assetsFair value of plan assets as at 01.04.2015 2,222.92 0 0Expected return on plan assets 177.05 0 0Contribution 0.00 0 0Benefits paid -234.04 0 0Actuarial gain/(loss) on plan assets 0.00 0 0Fair value of plan assets as at 31.03.2016 2,165.93 0 0

3 Fair value of plan assetsFair value of plan assets as at 01.04.2015 2,222.92 0 0Actual return on plan assets 177.05 0 0Contributions 0.00 0 0Benefits paid -234.04 0 0Fair value of plan assets as at 31.03.2016 2,165.94 0 0Funded / (Unfunded) status -36.11 -1402.88 -577.81Excess of Actual over estimated return on plan assets

0.00 0 0

4 Actuarial gain /loss recognized as at 31.03.2016Actuarial (gain)/Loss on obligations 56.80 200.93 13.76Actuarial (gain)/Loss for the year-Plan assets 0.00 0 0Actuarial (gain)/Loss on obligations 56.80 200.93 13.76Actuarial (gain)/Loss recognized in the year 56.80 200.93 13.76


112

5 Amounts to be recognized in the Balance sheet and Statement of Profit & Loss Present value of obligations as at 31.03.2016 2,202.05 1402.88 577.81Fair value of plan assets as at 31.03.2016 2,165.94 0 0Funded status -36.11 -1402.88 -577.81Net assets/ (liability) recognized in balance sheet

90.17 -1402.88 -577.81

6 Expenses recognized in the Statement of Profit & LossCurrent service cost 75.92 210.28 0Interest cost 170.62 104.79 43.44Expected return on plan assets -177.05 -- --Net actuarial (gain)/loss recognized in the year 56.80 200.93 13.76Expenses recognized in the Statement of Profit & Loss

126.28 516.00* 57.20

*Please refer to Note 47(C).

48. Disclosure as per AS-17 ‘Segment Reporting’

A) PRIMARY SEGMENT

Segment Reporting has been identified as per criteria specified in Accounting Standard (AS)-17 “Segment Reporting”. The segment composition is identified as under:-

• Telecommunications Projects

• Civil /Infrastructure Projects

• Consultancy and Service Contracts

• Trading Activities.

• Other Operating Revenue.

Segments Revenue, Results, Assets and Liabilities include amounts identified to each segment. Other un-allocable Expenditure includes Revenue and Expenses which are not directly identifiable to the individual segments.

B) SECONDARY SEGMENT

Two Secondary Segments have been identified based on Geographical location of the customers.

• In India

• Outside India.


113

i)

Pri

mar

y S

egm

ent

Info

rmat

ion

:

C

ompa

ny’s

seg

men

t in

form

atio

n pu

rsua

nt t

o A

ccou

ntin

g st

anda

rd o

n ‘s

egm

ent

Rep

ortin

g’ (

AS-

17)

issu

ed b

y th

e In

stitu

te o

f Cha

rter

ed A

ccou

ntan

ts o

f Ind

ia a

s at

and

for

the

year

end

ed

31st

Mar

ch, 2

016

is a

s fo

llow

s:-

(A

mou

nt `

In L

akhs

)

Par

ticu

lars

Tele

com

mu

nic

atio

ns

Pro

ject

sC

ivil

/In

fras

tru

ctu

re

Pro

ject

sC

on

sult

ancy

an

d

Ser

vice

co

ntr

acts

Tra

din

g ac

tivi

ties

Oth

er O

per

atin

g R

even

ue

Un

allo

cabl

eT

OT

AL

2015

-16

2014

-15

2015

-16

2014

-15

2015

-16

2014

-15

2015

-16

2014

-15

2015

-16

2014

-15

2015

-16

2014

-15

2015

-16

2014

-15

1.A

. S

EG

ME

NT

RE

VE

NU

E

Exte

rnal

Tur

nove

r 6

3,97

9.11

1

6,19

3.94

9

,274

.65

14,

752.

39

31,

852.

91

33,

759.

99

26,

276.

81

15,

019.

03

1,3

88.9

0 4

82.5

4 -

-

1

32,7

72.3

8 8

0,20

7.89

Inte

r Se

gmen

t T

urno

ver

-

-

-

-

-

-

-

-

-

-

-

-

Tota

l 6

3,97

9.11

1

6,19

3.94

9

,274

.65

14,

752.

39

31,

852.

91

33,

759.

99

26,

276.

81

15,

019.

03

1,3

88.9

0 4

82.5

4 -

-

1

32,7

72.3

8 8

0,20

7.89

2.S

egm

ent

Res

ult

b

efo

re I

nte

rest

, Ta

xes

an

d O

ther

A

dju

stm

ents

8,9

43.4

5 4

,344

.81

402

.84

529

.31

7,8

19.7

3 7

,801

.65

1,4

07.1

2 1

,152

.05

1,3

88.9

0 4

69.4

3 (

5,90

9.36

) (

4,18

2.90

) 1

4,05

2.68

1

0,11

4.35

Less

: Int

eres

t Ex

pens

e 2

67.6

3 9

.97

438

.61

337

.59

344

.41

188

.05

-

224

.13

-

-

971

.28

866

.89

2,0

21.9

3 1

,626

.63

Add

: Int

eres

t In

com

e 0

.06

4.9

3 4

.96

3.0

3 0

.41

1.8

3 -

-

-

-

1

06.1

5 1

17.9

9 1

11.5

8 1

27.7

8

Add

: Pri

or p

erio

d in

com

e (n

et)

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Add

: Oth

er In

com

e/

(Exp

ense

s) (

4,69

0.06

) (

2,10

8.16

) (

649.

51)

(1,

270.

00)

(2,

202.

05)

(2,

197.

79)

(24

9.12

) (

284.

84)

-

(2.

14)

(11

4.84

) (

374.

90)

(7,

905.

58)

(6,

237.

83)

Add

: Exc

eptio

nal

Item

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Pro

fit b

efo

re t

ax 3

,985

.82

2,2

31.6

1 (6

80.3

2)(1

,075

.25)

5,2

73.6

8 5

,417

.64

1,1

58.0

0 6

43.0

8 1

,388

.90

467

.29

(6,8

89.3

3)(5

,306

.70)

4,2

36.7

5 2

,377

.67

Cur

rent

tax

-

-

-

-

-

-

-

-

-

2,1

93.5

8 6

05.9

8 2

,193

.58

605

.98

Frin

ge B

enef

it T

ax -

-

-

-

-

-

-

-

-

-

-

-

-

Def

erre

d T

ax -

-

-

-

-

-

-

-

-

(

1,60

8.77

) (

365.

46)

(1,

608.

77)

(36

5.46

)

Pro

fit a

fter

tax

3,9

85.8

2 2

,231

.61

(68

0.32

) (

1,07

5.25

) 5

,273

.68

5,4

17.6

4 1

,158

.00

643

.08

1,3

88.9

0 4

67.2

9 (

7,47

4.14

) (

5,54

7.22

) 3

,651

.94

2,1

37.1

5

3.O

ther

Info

rmat

ion

Segm

ent

Ass

ets

80,

606.

72

31,

086.

44

31,

074.

80

30,

390.

48

43,

199.

13

64,

725.

58

20,

594.

33

16,

055.

29

-

-

47,

897.

01

38,

280.

61

223

,371

.99

180

,538

.40

Segm

ent

Liab

ilitie

s 5

8,11

6.47

1

5,75

7.49

2

6,93

2.52

2

5,51

3.72

3

4,17

5.48

4

9,89

3.65

1

9,01

3.63

1

0,19

3.45

-

-

3

3,29

9.60

3

2,15

8.19

1

71,5

37.7

0 1

33,5

16.5

0

Cap

ital E

xpen

ditu

re 1

83.1

9 1

44.9

4 4

.27

17.

38

136

.15

6.4

1 -

2

.32

-

-

79.

40

297

.81

403

.01

468

.86

Dep

reci

atio

n 2

01.7

8 1

65.0

3 3

16.0

8 3

38.4

4 5

83.0

2 6

62.7

5 -

1

.16

-

-

226

.33

307

.73

1,3

27.2

1 1

,475

.11

No

te:

(i)

Cap

ital E

xpen

ditu

re p

erta

ins

to g

ross

add

ition

s m

ade

to F

ixed

Ass

ets

duri

ng t

he y

ear

(ii

) Se

gmen

t as

sets

incl

ude

Fixe

d A

sset

s, C

apita

l Wor

k in

pro

gres

s, c

urre

nt a

sset

s an

d Lo

ans

and

Adv

ance

s (ii

i) Se

gmen

t lia

bilit

ies

incl

ude

Secu

red

Loan

s, U

nsec

ured

loan

s, C

urre

nt L

iabi

litie

s an

d Pr

ovis

ions

(iv)

The

figu

res

for

Inte

rnat

iona

l ope

ratio

ns a

re a

lso

incl

uded

in a

bove

.


114

ii) Secondary Segment Information (` in Lakhs)

Particulars 2015-16 2014-15

1. Segment Revenue - External Turnover

- Within India 92,071.10 47,141.78- Outside India KSA 20,861.37 16,104.65 Others 19,839.91 16,961.47

Total Revenue 132,772.38 80,207.90

2. Segment Assets

- Within India 181,617.27 138,958.14- Outside India KSA 21,786.31 19,103.44 Others 19,968.41 22,476.82

Total Assets 223,371.99 180,538.40

3. Segment Liability

- Within India 147,519.78 111,556.16- Outside India Others 24,017.92 21,960.35

Total Liability 171,537.70 133,516.51


- Within India 165.08 323.42- Outside India KSA 83.57 - Kuwait 143.32 70.85 Others 11.04 74.59

Total Expenditure 403.01 468.86


115

49. Disclosure pursuant to Accounting Standard (AS) - 18 “Related Party Disclosure” issued by the Institute of Chartered Accountants of India

A. Key Management Personnel :

i) Chairman & Managing Director

Sh. Vimal Wakhlu (Upto 31.01.2016)

Sh. A.K.Gupta (Additional Charge as CMD since 01.02.2016)

ii) Wholetime Directors

Sh. A.K.Gupta, Director (Finance)

Sh. Rajesh Kapoor, Director (Technical)

Sh. Rajiv Gupta, Director (Projects) (Since 04.06.2015)

iii) GGM (F&CS) Group General Manager (Finance & Company Secretary)

Sh. Narendra Jain

B. Subsidairy Companies

Tamil Nadu Telecommunications Ltd (TTL)

TCIL Oman LLC

TCIL Bina Toll Road Limited (TBTRL)

TCIL Lakhnadone Toll Road Limited (TLTRL)

C. Associate Companies/ Joint Venture Companies

TBL International Limited (TBL)



Telecommunications Consultants Nigeria Limited (TCNL)-Dormant Company

Intelligent Communication Systems India Limited (ICSIL)


116

Dis

clo

sure

in R

esp

ect

of

Rel

ated

Par

ty T

ran

sact

ion

s d

uri

ng

the

year

:

(` in

Lak

hs)

T

TL

ICS

IL

T

BL

B

HL

U

TL

T

CIL

BIN

A

TO

LL

RO

AD

LT

D

TC

IL

Lak

hn

ado

ne

Toll

Ro

ad L

TD

TC

IL O

MA

N

LL

C

TC

NL

Join

t Ven

ture

/ S

ub

sid

airy

Co

s.K

ey M

gmt.

Per

son

nel

in

clu

din

g re

lati

ve

Tota

l

Par

ticu

lars

Yea

r

endi

ng

2015

-16

Yea

r

endi

ng

2014

-15

Yea

r

endi

ng

2015

-16

Yea

r

endi

ng

2014

-15

Yea

r

endi

ng

2015

-16

Yea

r

endi

ng

2014

-15

Yea

r

endi

ng

2015

-16

Yea

r

endi

ng

2014

-15

Yea

r

endi

ng

2015

-16

Yea

r

endi

ng

2014

-15

Yea

r

endi

ng

2015

-16

Yea

r

endi

ng

2014

-15

Yea

r

endi

ng

2015

-16

Yea

r

endi

ng

2014

-15

Yea

r

endi

ng

2015

-16

Yea

r

endi

ng

2014

-15

Year

endi

ng

2015

-16

Year

endi

ng

2014

-15

Year

endi

ng

2015

-16

Year

endi

ng

2014

-15

Year

endi

ng

2015

-16

Year

endi

ng

2014

-15

Year

endi

ng

2015

-16

Year

endi

ng

2014

-15

Des

crip

tion

of n

atur

e of

tran

sact

ions

Tur

nove

r 7

0.55

1

,058

.66

-

-

-

-

-

-

-

-

--

- 7

0.55

1

,058

.66

--

70.

55

1,0

58.6

6

Oth

er In

com

e -

-

-

-

-

-

-

-

-

-

-

--

--

--

- -

-

-

- -

-

Purc

hase

of M

ater

ial

-

-

-

-

-

-

-

-

-

-

--

--

--

--

-

-

--

-

-

Sub

Con

trac

tors

pay

men

t -

-

-

-

6

6.92

8

2.14

-

-

-

-

-

--

--

--

- 6

6.92

8

2.14

-

- 6

6.92

8

2.14

Empl

oyee

s R

emun

erat

ion

& B

enef

its

-

-

-

-

-

-

-

-

-

-

--

--

--

--

-

-

154.

9713

1.02

154

.97

131

.02

Oth

er E

xpen

ses

-

-

-

-

-

-

-

-

-

-

--

--

--

--

-

-

--

-

-

Purc

hase

of F

ixed

Ass

ets

-

-

-

-

-

-

-

-

-

-

--

--

--

--

-

-

--

-

-

Div

iden

d/In

tere

st In

com

e -

7

74.1

4 7

.20

7.2

0 -

-

2

,700

.00

1,5

00.0

0 -

-

-

--

--

--

- 2

,707

.20

2,2

81.3

4 -

- 2

,707

.20

2,2

81.3

4

Deb

tors

and

oth

er

rece

ivab

les

as

at y

ear

end

6,9

69.8

2 6

,788

.99

3.3

7 0

.72

-

-

-

-

12.

07

12.

07

5,87

6.87

4,

866.

69

1,18

7.56

4,

185.

42

1.4

0 -

-

- 1

4,05

1.09

1

5,85

3.89

-

- 1

4,05

1.09

1

5,85

3.89

Cre

dito

rs a

nd o

ther

paya

bles

as

at y

ear

end

154

.47

142

.69

23.

27

23.

03

65.

31

114

.49

-

-

-

-

--

--

--

--

243

.05

280

.21

--

243

.05

280

.21

Bank

/Cor

pora

te

Gua

rant

ees

Giv

en

665

.71

967

.76

-

-

-

-

-

-

-

-

-

-

-

396

.00

--

665

.71

1,3

63.7

6 -

- 6

65.7

1 1

,363

.76

Am

ount

wri

tten

off

-

-

-

-

-

-

-

-

-

-

--

--

--

--

-

-

--

-

-

Prov

isio

n fo

r do

ubtfu

l

debt

s

3,7

51.6

1 -

-

-

-

-

-

-

-

-

-

--

--

--

- 3

,751

.61

-

--

3,7

51.6

1 -


117

50.

Dis

clo

sure

in

res

pec

t o

f Jo

int

Ven

ture

s as

per

req

uir

emen

t o

f A

cco

un

tin

g S

tan

dar

d o

n “

Fin

anci

al R

epo

rtin

g o

f In

tere

st i

n J

oin

t V

entu

res”

(A

S 2

7) i

ssu

ed b

y th

e

“In

stit

ute

of

Ch

arte

red

Acc

ou

nta

nts

of

Ind

ia”

L

ist

of

Join

tly

con

tro

lled

en

titi

es/c

om

pan

ies

and

th

eir

own

ersh

ip p

arti

cula

rs a

re g

iven

her

eun

der

:

Nam

e o

f JV

Co

mp

any

% o

f ow

ner

ship

of

TC

IL%

of

own

ersh

ip o

f V

oti

ng

Pow

erD

escr

ipti

on

of

Inte

rest

Bhar

ti H

exac

om L

imite

d30

.00%

30.0

0%Jo

intly

con

trol

led

entit

y

TBL

Inte

rnat

iona

l Lim

ited

44.9

4%44

.94%

Join

tly c

ontr

olle

d en

tity

Uni

ted

Tel

ecom

Lim

ited

26.6

6%26

.66%

Join

tly c

ontr

olle

d en

tity

Tel

ecom

mun

icat

ions

Con

sulta

nts

Nig

eria

Lim

ited

(TC

NL)

(Dor

man

t C

ompa

ny)

40.0

0%40

.00%

Join

tly c

ontr

olle

d en

tity

Inte

llige

nt C

omm

unic

atio

n Sy

stem

s In

dia

Lim

ited

(ICSI

L)36

.00%

36.0

0%Jo

intly

con

trol

led

entit

y

S

har

e o

f Ass

ets,

Lia

bili

ties

, In

com

e &

Exp

end

itu

re e

tc.

(`

in L

akhs

)

Bh

arti

Hex

aco

m L

imit

edT

BL

In

tern

atio

nal

Lim

-it

ed

U

nit

ed T

elec

om

Ltd

.

T

CN

LIC

SIL

Au

dit

edA

ud

ited

Au

dit

edA

ud

ited

Un

aud

ited

Un

aud

ited

Un

aud

ited

Un

aud

ited

Yea

r En

ding

31-M

ar-1

631

-Mar

-15

31-M

ar-1

631

-Mar

-15

31-M

ar-1

631

-Mar

-15

31-M

ar-1

631

-Mar

-15

31-M

ar-1

631

-Mar

-15

Shar

e of

Ass

ets

253,

431.

0024

5,16

3.00

186.

3217

7.52

3,02

3.16

2,24

7.07

--

2,22

4.94

2,33

1.12

Shar

e of

Lia

bilit

ies

65,7

36.0

085

,053

.00

12.0

512

.28

3,85

3.86

1,94

4.43

--

1,65

4.66

1,87

9.06

Shar

e of

Inco

me

155,

868.

0015

2,45

4.00

45.3

244

.61

186.

6643

8.39

--

4,13

4.76

3,52

0.74

Shar

e of

Exp

ense

s10

9,32

6.00

104,

058.

0032

.24

29.5

81,

320.

011,

415.

98-

-3,

931.

303,

393.

44

TC

IL’s

sha

re in

con

tinge

nt

liabi

lity

of JV

Co.

23,3

13.0

022

,977

.00

Nil

Nil

Nil

Nil

--

--

Con

tinge

nt

liabi

lity

for

join

tly c

ontr

olle

d co

mpa

ny

incu

rred

by

TC

IL

Nil

Nil

Nil

Nil

Nil

Nil

--

--

Con

tinge

nt

Liab

ility

in

re

gard

to

othe

r ve

ntur

es

incu

rred

by

TC

IL

Nil

Nil

Nil

Nil

Nil

Nil

--

--

TC

IL’s

sh

are

in

capi

tal

com

mitm

ent

of

Join

t V

entu

re C

ompa

ny

Nil

Nil

Nil

Nil

Nil

Nil

--

--

Cap

ital

com

mitm

ent

for

Join

t Ven

ture

Co.

incu

rred

by

TC

IL

Nil

Nil

Nil

Nil

Nil

Nil

--

--


118

51. Disclosure as per Accounting Standard – 19 in respect of Operating Leases

The Company has taken office space, accommodations for staff and space for stores on lease. These are classified as operating leases. Lease payments in respect of office space and stores amounting to ` 961.13 Lakhs (Previous year ` 874.78 Lakhs) are shown under Note 27 ‘Administrative and Other Expenses’. Lease payments in respect of accommodations for staff amounting to ` 238.65 Lakhs (Previous year ` 208.59 Lakhs) form part of Note 25 ‘Employee Benefits Expense’.

52. Basic & Diluted Earnings Per Share

In compliance with Accounting Standard (AS) - 20 “Earning Per Share” (AS-20) issued by the Institute of Chartered Accountants of India, the elements considered for computation of Earnings Per Share (Basic & Diluted) are as under:

(Amount in `)

Description March-16 March-15Profit After Tax (Rupees) 36,51,94,018 21,37,14,568Weighted Average number of Equity Shares used for computing Earnings Per Share (Basic & Diluted)

4,48,61,203 4,32,00,000

Earnings Per Share (Basic & Diluted) (Rupees) 8.14 4.95Face Value Per Share (Rupees) 10 10

53. Disclosure as per AS-28 in respect of Impairment of Assets

As stipulated in AS-28, after due assessment, the company is of the view that assets employed in continuing business (for the assets to which AS-28 is applicable) are capable of generating adequate returns over their useful life in the usual course of business. There is no indication to the company of impairment of any asset and accordingly the Management is of the view that no impairment provision is called for during the year.

54. In accordance with Accounting Standard – 29, particulars of provisions are as under:

(` In Lakhs)

Particulars Gratuity Leave Encash-ment

Retirement Emp. Med. Scheme

Provision for Income

TaxOpening Balance 11.10 1,469.60 543.02 2,666.43Addition during the Year 131.14 423.00 57.20 2,218.34Withdrawn during the Year - - - (24.76)Paid/Adjusted/Written Off during the Year (11.10) (423.00) (22.41) (2,195.56)Closing Balance 131.14 1,469.60 577.81 2,664.45

Particulars Provi-sion for

Doubtful Debts

Provision for Doubt-

ful Ad-vances

Provision for losses in unfinished projects

Provision for Dimu-nition in value of

InvestmentOpening Balance 1,242.96 1,821.75 30.44 543.92Addition during the Year 4,203.14 519.58 83.96 64.91Withdrawn during the Year - - - -Paid/Adjusted/Written Off during the Year (395.65) (4.59) (3.65) -Closing Balance 5,050.45 2,336.74 110.75 608.83


119

55. Previous Year Figures have been realigned / recast /regrouped wherever considered necessary.

These are the Notes referred to in For and on behalf of the Board of DirectorsBalance Sheet and Statement of Profit and Loss





120


121


Statement of ConsolidatedAccounts


122

Independent Auditor’s ReportTo The Members of Telecommunications Consultants India Limited

Report on the Consolidated Financial Statements

1. We have audited the accompanying consolidated financial statements of Telecommunications Consultants India Limited (‘‘the Holding Company’’) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) and jointly controlled entities comprising of the Consolidated Balance Sheet as at 31st March, 2016, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

Management’s Responsibility for the Consolidated Financial Statements

2. The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as ‘‘the Act’’) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group including its jointly controlled entities in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under Section 133 of the Act, as applicable . The respective Board of Directors of the companies included in the Group and of its jointly controlled entities are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation

and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.


3. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

4. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

5. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well

Hingorani M. & Co. 35, Netaji Subhash Marg,Chartered Accountants Darya Ganj, N.D.110002 PAN : AAAFH3312E Tel. 30180800, 41068129S. Tax No. : AAAFH3312EST001 Telefax : 23268129TAN: DELH02508C


123

as evaluating the overall presentation of the consolidated financial statements.

6. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in paragraph 8 of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

7. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group and jointly controlled entities as at 31st March, 2016 and their consolidated profit and their consolidated cash flows for the year ended on that date.

Other Matters

8. We did not audit the financial statements of 3 subsidiaries and 2 jointly controlled entities, whose financial statements reflect total assets of Rs. 276422.86 lakhs as at 31st March, 2016, total revenues of Rs. 156574.80 lakhs and net cash flows amounting to Rs. 156.75 lakhs for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the management, and our opinion on consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and jointly controlled entities, and our report in terms of sub-sections (3) of section 143 of the Act, insofar as it relates to the aforesaid subsidiaries and jointly controlled entities, is based solely on the report of the other auditors.

9. We have also considered the unaudited financial statements of 1 subsidiary and 2 jointly controlled entities, whose financial statements reflect total assets of Rs. 5509.79 lakhs as at 31st March, 2016, total revenues of Rs.4270.53 lakhs and net cash flows amounting to Rs. 32.87 lakhs for the year ended on that date, which have not been audited as on the date of consolidation.

10. In our opinion and according to the information and explanations given to us by the management, these financial statements are not material to the Group.

11. Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and reports of the other auditors and the financial statements certified by the management.

Emphasis of Matter

12. In respect of one of the subsidiary, whose financial statements reflect total assets of Rs. 3386.99 lakhs as on 31st March, 2016, total revenues of Rs. 418.57 lakhs and net cash flows of Rs. 5.07 lakhs for the year ended on that date, the accumulated losses of Rs. 10,966.11 lakhs have eroded the Net Worth of the Subsidiary, indicating the existence of material uncertainty that may cast a doubt about the Subsidiary’s ability to continue as a Going Concern. The Subsidiary has incurred a loss of Rs. 1,595.42 lakhs for the year under audit.

Report on Other Legal And Regulatory Requirements

13. As required by Section 143 (3) of the Act, we report, to the extent applicable that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements;

b. In our opinion, proper books of account as required by law relating to preparation of aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and reports of the other auditors;

c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements;

d. In our opinion, the aforesaid consolidated


124

financial statements comply with the Accounting Standards specified under Section 133 of the Act, as applicable.

e. In terms of Notification No. G.S.R No. 463(E) dated 5th June 2015 issued by the Ministry of Corporate Affairs, the provisions of section 164(2) of the Act regarding disqualification of directors, are not applicable to the holding company and as per the reports of the Statutory Auditors of its Subsidiary Companies and jointly controlled entities incorporated in India, none of the directors of the companies, and jointly controlled entities incorporated in India is disqualified as on 31st March, 2016 from being appointed as a director in terms Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Group and the operating effectiveness of such controls, refer to our separate Report in Annexure ‘A’; and

g. With respect to the other matters to be included in the Auditor’s Report in

accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us :

i. The Consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group and jointly controlled entities in accordance with generally accepted accounting practice- also refer note no. 35 to the consolidated financial statements;

ii. Provision has been made in the consolidated financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts and as at the year end, the company did not have any derivative contracts for which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by Holding Company and its subsidiary companies and jointly controlled companies incorporated in India.

For Hingorani M & Co. Chartered Accountants Firm Regn. No. 006772N (Pardeep Kumar) Partner Membership No. 085630Date: 19 August 2016Place: New Delhi


125

Annexure-‘A’ to the Independent Auditor’s Report(Referred to in paragraph 13(f) under the heading “Report on other Legal and Regulatory Requirements’ section of our report of even date)

Report on Internal Financial Controls over Financial Reporting under clause (i) of Sub-Section 3 of Section 143 of The Companies Act, 2013 (“The Act”)

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended 31st March 2016, we have audited the internal financial controls over financial reporting of Telecommunications Consultants India Limited (“the Holding Company”), its subsidiary companies and jointly controlled entities which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The Respective Board of Directors of the Holding Company, its subsidiary companies and jointly controlled entities, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.


Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards

and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the subsidiary companies and joint controlled entities, which are companies incorporated in India, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation


126

of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the Holding Company, its subsidiary companies and jointly controlled entities, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2016, based on the internal control over financial reporting criteria established by the respective Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

Other Matters

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to 3 (Three) subsidiaries companies and 2 (Two) jointly controlled entities, which are companies incorporated in India, is based on the corresponding reports of the independent auditors of such companies incorporated in India and include unaudited financial statements of 1(one) jointly controlled entity, incorporated in India.

For Hingorani M & Co. Chartered Accountants Firm Regn. No. 006772N (Pardeep Kumar) Partner Membership No. 085630Date: 19 August 2016Place: New Delhi


127

Particulars Note As at 31st March 2016


(`) (`)I.EQUITY AND LIABILITIES (1) Shareholders’ Funds

(a) Share Capital 2 59,20,00,000 43,20,00,000 (b) Reserves and Surplus 3 2172,95,80,459 1855,71,49,436

2232,15,80,459 1898,91,49,436 (2) Non-Current Liabilities (a) Long-Term Borrowings 4 415,19,19,232 317,74,04,205 (b) Other Long-Term Liabilities 6 61,99,15,822 55,96,87,814 (c) Long-Term Provisions 7 29,43,75,099 29,69,36,203

506,62,10,153 403,40,28,222 (3) Current Liabilities (a) ShortTerm Borrowings 8 86,48,73,250 327,63,58,794 (b) Trade Payables 9 1121,24,43,312 753,11,42,635 (c) Other Current Liabilities 10 751,67,31,162 756,33,26,539 (d) Short-Term Provisions 11 75,21,90,116 53,95,56,876

2034,62,37,840 1891,03,84,844 (4) Minority Interest 77,92,986 73,64,450TOTAL 4774,18,21,438 4194,09,26,952II.ASSETS (1) Non-current Assets (a) Fixed Assets 12 (i) Tangible Assets 614,23,58,855 608,61,64,368 (ii) Intangible Assets 800,03,16,921 430,61,28,176 (iii) Capital Work-in-Progress 40,89,22,037 39,41,92,048 (iv) Intangible Assets under development 77,25,17,913 92,96,25,617 Goodwill on Consolidation 30,58,07,060 30,68,31,073 (b) Non-Current Investments 13 14,396 14,396 (c) Deferred tax assets (net) 5 28,17,15,257 14,21,92,074 (d) Long-Term Loans and Advances 14 1114,80,78,988 1432,70,40,741 (e) Other Non-Current Assets 15 76,73,83,699 55,74,46,275

2782,71,15,126 2704,96,34,768 (2) Current Assets (a) Current investments - - (b) Inventories 16 15,59,81,298 22,02,38,602 (c) Trade Receivables 17 1003,96,46,404 836,75,85,477 (d) Cash and Cash Equivalents 18 84,58,05,977 37,02,68,382 (e) Short-Term Loans and Advances 19 220,46,10,157 137,94,99,539 (f) Other Current Assets 20 666,86,62,476 455,37,00,184

1991,47,06,312 1489,12,92,184TOTAL 4774,18,21,438 4194,09,26,952

Significant Accounting Policies 1This is the Balance Sheet referred to in our report of even date For and on behalf of the Board of Directors

For Hingorani M & Co. Rajesh Kapoor A.K.Gupta Chartered Accountants Director (Technical) Chairman & Managing DirectorFirm Regn. No.:006772N DIN 06370394 & Director (Finance) DIN 03564145

(Pardeep Kumar) N. Jain A. K. Jain A.V.V. Krishnan Partner Group General Manager (F&CS) Executive Director (LPF) Executive Director (F&A)Membership No.: 085630

Date: 19 August 2016 Place: New Delhi

Consolidated Balance Sheet as at March 31, 2016


128

Consolidated Statement of Profit & Loss for the year ended March 31, 2016Particulars Note For the year ended


March 31, 2015

(`) (`)

INCOME

Revenue from operations 21 2934,80,22,639 2259,29,39,440

Other income 22 6,35,53,283 127,83,36,264

TOTAL REVENUE 2941,15,75,922 2387,12,75,704

EXPENDITURE

Cost of materials consumed 23 67,64,52,571 63,38,96,431

Purchases of Stock-in-Trade 251,28,23,797 134,06,21,473

Change in Inventories of Stock in Trade 24 3,35,74,818 18,61,85,629

Sub-contracts expenditure 1122,91,46,510 839,48,03,832

Employee benefits expense 25 210,92,00,813 172,55,54,241

Finance Costs 26 43,51,90,989 30,03,74,658

Depreciation and amortisation expense 12 172,81,16,723 157,06,66,167

Administrative and Other expenses 27 550,81,10,212 488,76,26,803

Corporate Social Responsibility expenses 3,71,00,250 1,83,63,976

Provisions made 17,32,38,548 15,02,80,317

TOTAL EXPENSES 2444,29,55,231 1920,83,73,527

Profit before exceptional & extraordinary items and tax 496,86,20,691 466,29,02,177

Exceptional Items 6,07,21,334 -15,560

Profit before extraordinary items and tax 490,78,99,357 466,29,17,737

Extraordinary items - -

PROFIT BEFORE TAX 490,78,99,357 466,29,17,737

Tax expense: 29

- Current Tax 182,88,68,859 180,27,32,482

- Deferred Tax -13,84,90,342 -13,14,80,600

TOTAL TAX EXPENSE 169,03,78,517 167,12,51,882

Profit/(Loss) for the period before Minority Interest 321,75,20,840 299,16,65,855

Less : Minority Interest -10,326 257

Profit/(Loss) for the period 321,75,31,166 299,16,65,598

Earnings per equity share:

Basic 71.72 69.25

Diluted 71.72 69.25

Significant Accounting Policies 1This is the Statement of Profit & Loss referred to in our report of even date For and on behalf of the Board of Directors

For Hingorani M & Co. Rajesh Kapoor A.K.Gupta Chartered Accountants Director (Technical) Chairman & Managing DirectorFirm Regn. No.:006772N DIN 06370394 & Director (Finance) DIN 03564145

(Pardeep Kumar) N. Jain A. K. Jain A.V.V. Krishnan Partner Group General Manager (F&CS) Executive Director (LPF) Executive Director (F&A)Membership No.: 085630

Date: 19 August 2016 Place: New Delhi


129

Consolidated Cash Flow Statement for the year ended 31 March, 2016 (Figures in Rupees)

2015-16 2014-15A CASH FLOWS FROM OPERATING ACTIVITIES

Net profit before taxation as per Statement of Profit & Loss 4,907,899,357 4,662,917,737 - Extraordinary Items - - Adjustments for :- Depreciation and Amortisation Expenses 1,728,116,723 1,570,666,167 - Foreign Exchange Loss / (Gain) 211,995,742 104,971,390 -Loss / (Profit) on Sale of Assets/ Scrapping of Assets 34,318,901 32,123,581 - Interest Income (25,565,749) (41,506,921)- Dividend Income - - - Interest Expenses 409,833,995 284,094,605 - Provision for Doubtful Debts / Advances 158,351,008 146,922,762 - Bad Debts Written Off 102,840,036 32,987,395 - Provision for Losses in unfinished projects 8,396,267 - - Provision for Dimunition in value of Investment 6,491,273 3,357,555 Operating profit before working capital changes 7,542,677,553 6,796,534,271 Adjustments for :- Change in Sundry Debtors (1,936,889,584) (2,464,822,965)- Change in Inventories 64,257,304 175,701,862 - Change in Current Liabilities & Provisions 1,457,798,474 5,801,733,232 - Change in Loans and Advances 2,301,893,585 (13,925,302,413)- Change in Other Current Assets (1,977,563,302) (703,256,276)Cash generated from operations 7,452,174,030 (4,319,412,289)- Unrealised Foreign Exchange (211,995,742) (104,971,390)- Income taxes paid (2,119,748,089) (1,460,112,548)Cash Flows before extraordinary item 5,120,430,199 (5,884,496,227)- Extraordinary ItemsNet cash from operating activities - (A) 5,120,430,199 (5,884,496,227)

B CASH FLOWS FROM INVESTING ACTIVITIES- Purchase of Fixed assets (5,392,351,439) (2,748,493,078)- Proceeds from sale of equipment 22,934,312 13,930,703 - Change in Investment - 6,307,800,000 - Interest received 25,565,749 41,506,921 - Dividend received - - Net cash used in / from Investing activities - (B) (5,343,851,378) 3,614,744,546

C CASH FLOWS FROM FINANCING ACTIVITIES- Investment in Joint Ventures & Subsideries 160,000,000 - - Proceeds from Long-Term Borrowings 974,515,027 2,314,411,486 - Interest paid (409,833,995) (284,094,605)- Dividend paid (25,722,258) (17,391,370)Net cash used in / from fianancing activities - ( C ) 698,958,774 2,012,925,511

NET INCREASE / (DECREASE) IN CASH & BANK BALANCES - (A+B+C) 475,537,595 (256,826,170)Cash and Bank balances at beginning of period 370,268,382 627,094,552 Cash and Bank balances at end of period 845,805,977 370,268,382 NET INCREASE / (DECREASE) IN CASH & BANK BALANCES 475,537,595 (256,826,170)

Notes : 1. The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in Accounting Standard - 3 “Cash Flow Statements” 2. Cash and cash equivalents at the end of the period include deposit with banks ` 3.02 Lakhs (Previous year ` 19.20 lakhs) held by foreign branches which

are not freely repatriable to the company because of currency exchange restriction, however amounts are held in continuing projects towards local expenditure of projects.

3. The undrawn borrowing facilities available for future operating activities and to settle capital commitments at 31st March 2015 amount to `187.15 Crs (Previous year ` 137.64 crs)

4. Figures in the brackets denotes negative value. 5. Previous year figures have been realigned / recast / regrouped wherever necessary

This is the Cash Flow Statement referred to in our report of even date For and on behalf of the Board of Directors





130

1. SIGNIFICANT ACCOUNTING POLICIES

1.1 GENERAL

The financial statements are prepared on accrual basis of accounting under historical cost convention in accordance with generally accepted accounting principles in India. The financial statements have been prepared to comply in all material respects with the Accounting Standard notified under section 133 of the Companies Act 2013 read with Rules 7 of the Companies (Accounts) rules, 2014 issued by the Ministry of Corporate Affairs.

These financial statements are presented in Indian Rupees (‘Rupees’ or ‘Rs.’).

1.2 USE OF ESTIMATES

The preparation of financial statements requires the management of the company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expenses during the year. Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable. Future results could differ from these estimates.

1.3 PRINCIPLES OF CONSOLIDATION

i) The financial statements of the subsidiary companies and the JV’s in the consolidation are drawn up to the same reporting date as of the company.

ii) The consolidated financial statements have been prepared in accordance with the Accounting standard AS-21 ‘Consolidated Financial Statements’ and AS-27 ‘Financial Reporting of Interest in Joint Venture’s, issued by the Institute of Chartered Accountant of India and generally accepted accounting principles. The financial statements of the company and its subsidiary companies are combined on line by line basis by adding together book value of like items of assets, liabilities, income & expenses after eliminating intra-group balances, intra-group transactions and unrealized profit and losses.

iii) The consolidated financial statements include the interest of the company in Joint Ventures which has been accounted for using the proportionate consolidation of accounting and reporting whereby the company’s share of each of assets, liabilities, income and expenses of a jointly controlled entity is considered as separate line item.

iv) The difference between the cost of investment in the subsidiaries, and the net assets at the time of acquisition of shares is recognized in the financial statements as goodwill or capital reserve, as the case may be.

v) Minority interest in the net assets of consolidated subsidiaries consists of the amount of equity attributable to the minority shareholders at the dates on which investments are made by the company in subsidiary companies and further movements in their share in the equity, subsequent to the dates of investments.

1.4 RECOGNITION OF INCOME/EXPENDITURE

A) Consultancy Contracts

a) On completion of respective activity, where the Contract envisages activity wise completion.

b) 90% of the contract value on submission of report and balance 10% on its acceptance.

c) For incomplete activities, the project expenditure is adjusted on pro-rata basis through work-in-progress.

Notes Forming Part of the Financial Statements


131

B) Service Contracts

In the case of service contracts on the basis of actual period of services rendered up to the end of year by correlating expenditure incurred there- against.

C) Trade Income

Trade income is accounted for on the basis of sales bills raised subject to completion of sales.

D) Turnkey Projects (Including cost plus contracts)

Where contract for works and material is one unit and for works in other contracts, by taking proportion that costs to date bear to the latest estimated total cost through work in progress including total attributable profits.

In evaluating Work-in-Progress, agency commission, sponsorship fee and borrowing costs being specific for the contract are included in the cost while HO expenses which include Bonus, Productivity Linked Reward etc. and local Income Tax abroad are not considered for the purpose of costs incurred and total estimated costs.

E) Build-Operate-Transfer (BOT) projects:

i) Revenue relatable to construction services rendered in connection with BOT projects undertaken by the company is recognized during the period of construction using percentage completion method.

ii) Revenue relatable to toll collections of such projects from users of facilities is accounted when the amount is due and recovery is certain.

iii) License fees for way-side amenities are accounted on accrual basis.

Notes:

a) Where a contract for supply of material and for works is not a single unit, revenue for supply of material is accounted for as trading income in accordance with 4(C) while the works are accounted for in accordance with turnkey project under 4(D) above.

b) In case of a contract for supply of material and services, income from supply of material is taken under 4(C) while for services income is taken under 4 (B) as service contract.

F) Services Revenues

In the case of service providing joint venture company, services revenues include amounts invoiced for usage charges, fixed monthly subscription charges, internet and bandwidth services, roaming charges, activation fees, processing fee and fees for value added services (VAS). Services revenues also include revenues associated with access and interconnection for usage of the telephone network of other operators for local, domestic long distance and international calls and data messaging services.

Service revenues are recognized as the services are rendered and are stated net of discounts, rebates and taxes. Revenues from pre-paid cards customers are recognized based on actual usage. Processing fees on recharge coupons is recognized over the estimated customer relationship period or coupon validity period, whichever is lower. Activation revenue and related activation costs, not exceeding the activation revenue, are deferred and amortised over the estimated customer relationship period. The excess of activation costs over activation revenue, if any, are expensed as incurred. Billings in excess of revenue recognized is treated as unearned and reported as deferred revenue. Deferred revenue is included in other long-term liabilities and other current liabilities in the Balance Sheet.

G) In case of UTL, a joint venture company, revenue from lease of Wireless Terminal is recognized on cash basis including the upfront payment.

H) In case of ICSIL, a joint venture company the income for manpower supply and the License Fee from Franchisees, the income is accounted for on case basis.


132

1.5 PROVISION FOR WARRANTY / MAINTENANCE PERIOD EXPENSES

(a) On completion of the contract or when warranty period commences in terms of contracts for projects covered under 4(D), provision is made for warranty period / maintenance expenses on specific basis as estimated. The excess provision created in earlier years is written back through “Other Income” after completion of the warranty period.

(b) On Supplies covered under 4(C), provision is made for warranty period /maintenance expenses on specific basis as estimated. The excess provision created in earlier years, if any, is written back through “Other Income” after completion of the warranty period .

1.6 PROJECT JOINT VENTURE

In case of Project Joint Venture, not being subsidiaries of the Company or separate entity but jointly controlled with another entity, proportionate share of assets, liabilities, income and expenditure are taken in the company’s Profit & Loss Account and Balance Sheet and are shown separately.

1.7 LICENCE FEES

In UTL, a joint venture company, as per agreement reached between the Company and the Nepal Telecommunications Authority, the Company is licensed to operate basic telephone service in Nepal. The license fee of Rs.100,000,000 paid earlier for operating license for 10 years is amortized over the remaining part of 10 years following the date of commencement of commercial operations.

1.8 INVESTMENT

In case of service providing joint venture company Current investments are valued at lower of cost and fair market value determined on individual basis.

Investments in ventures in India or outside India are classified as long term investments and are translated at their original rupee cost. Where the investments are quoted in stock exchange and are being quoted at less than the cost price for last thirty six months, in such cases it is being treated as a permanent decline in the cost of the investment and are being accounted for at reduced value. On appreciation in the market price, these investments are valued up to the cost .

In cases of unquoted investments, if there is a decline in the performance of the company for thirty six months, the investment is shown at the reduced value. However, if there is agreement with any other party for realization of investment at par value, investment will continue to be shown at par value. On improvement of performance, these investments are valued up to the cost

1.9 ACCOUNTING OF LEASES

(i) Where the company is the lessor

a) Financial Lease

Leased asset given under financial leases recognised as receivable at an amount equal to net investment in the lease. Amount received towards lease payment is treated as the payment of principle and finance income. Recognition of finance income is based on pattern reflecting a constant periodic rate of interest on the net investment of the lessor outstanding in respect of the financial lease.

b) Operating Lease

Leased asset given under operating lease is shown in the Balance Sheet under fixed assets. Lease income is recognised in the statement of Profit & Loss on the Straight Line basis over lease term

(ii) Where the Company is the Lessee

In the case of service providing joint venture company:

a) Lease Rentals with respect to assets taken on operating lease are charged to the Profit and Loss Account on a straight line basis over the lease term.

b) Assets acquired on ‘Finance Lease’ which transfer risk and rewards incidental to ownership to


133

the Company are capitalized at the commencement of the lease at the fair value of the leased asset, or if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in the profit or loss. Lease management fees, legal charges and other intial direct costs of lease are capitalized.

Leased assets are depreciated on straight line method basis over the useful life of the assets. However, if there is no reasonable certainty that the company will obtain ownership by the end of the lease term, the assets is depreciated straight line method over the shorter of the estimated useful life of the asset and the lease term.

c) Amortization of capitalized leased assets is computed on the Straight Line Method over the useful life of the assets. Lease rental payable is apportioned between principal and finance charge using the internal rate of return method. The finance charge is allocated over the lease term so as to produce a constant periodic rate of interest on the remaining balance of liability.

1.10 STORES, SPARES, STOCK-IN-TRADE AND WORK IN PROGRESS

a) Stores and spares including uninstalled stores and spares are valued at cost. Cost is ascertained on Weighted Average basis.

b) Stock-in-trade is valued at lower of cost or realizable value.

c) Loose tools are charged in the year of purchase.

d) On completion of project abroad when no new project is anticipated in that country and assets / stores are not required during Warranty period also, Assets/Stores are discarded and declared as scrapped and valued at one unit each of the respective currency till its disposal.

e) Work in progress for contracts for which revenue recognition is as per Accounting Policy para 4 D is valued at cost plus attributable profit.

1.11 INTANGIBLE ASSETS AND AMORTISATION-BOT PROJECTS

i) Toll collection rights obtained as concessionaire or rendering construction services represent the right to collect toll revenue during the concession period in respect of BOT projects undertaken by the company. Toll collection rights are capitalized as intangible assets upon completion of the project at the cumulative construction costs including related margins as given in Accounting Policy 4(E) plus obligation towards negative grants payable, if any. Till completion of the project, the same is recognized as capital work-in-progress.

ii) Toll collection rights (Intangible Assets) are amortized in proportion to actual revenue for the year to total Projected Revenue from the Intangible assets as provided to the project Lender at the time of Financial closure/agreement and as revised at the end of each financial year based on revised Projected total revenue for the total concession period.

iii) Administrative and other general overhead expenses that are attributable to acquisition of intangible assets are allocated as a part of cost of the intangible assets.

1.12 TRANSLATION OF FOREIGN CURRENCIES

(A) INTEGRAL FOREIGN OPERATIONS

Transaction of currencies of overseas projects/ branches are done as under:-

(a) Revenue Expenditure At the rates prevailing on the date of transaction.

(b) Depreciation of Fixed Assets At the rates used for translation of respective Fixed Asset

(c) Fixed Assets At the exchange rate at the date of purchase. In case of non-availability of rates of exchange at the date of purchase, available rates in the month of purchase.


134

(d) Inventories including At rates prevailing at the end of the year. Work-in-Progress

(e) Other Assets and Liabilities At the exchange rates prevailing at the end of the year.

(f) Remittance from foreign At the actual exchange rate at which foreign currencies con countries and foreign verted and currencies purchased in India currency purchased in India

(g) Others All other foreign currency transactions are accounted for at the rates prevailing on the dates of the transactions at project/branch or at Headquarter.

Net difference resulting from the translation of currencies is recognised as income or expenditure.

(B) Foreign currency assets At year end rates and liabilities other than for projects/branches

(C) Forward Exchange Contracts In case of forward exchange contracts the premium/discount arising at the inception of the contract is amortized as expenses or income over the period of the forward exchange contract. Similarly, exchange difference on such contract is recognized in the profit and loss account in the year when the exchange rate changes. Any profit or loss arising on cancellation/renewal of forward contract is recognized as income or expense during the year.

1.13 BORROWING COSTS

Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are capitalized as part of cost of such asset. A qualifying asset is an asset that necessarily requires a substantial period of time to get ready for its intended use or sale. All other borrowing costs are being consistently recognised as an expense in the period in which they are incurred. For turnkey projects, however, the specific borrowing cost of the project is included in the accumulated cost (Policy 4 D).

1.14 CONTRACT COMPLETION

Revenue on turnkey jobs is recognised as per Accounting Policy 4 D. The contract is considered as completed when the last job in the contract is completed and the maintenance / warranty period commences.

1.15 FIXED ASSETS

In case of service providing joint venture company, fixed assets are stated at cost of acquisition and subse-quent improvements thereto, including taxes, duties (net of CENVAT credit), freight and other incidental expenses related to acquisition and installation. Capital work-in-progress is stated at cost.

The fixed component of License Fee payable by the company upon migration to the National Telecom Policy (NTP 1999), i.e. entry fee has been capitalized as an intangible asset.

1.16 DEPRECIATION ON TANGIBLE ASSETS IN INDIA AND ABROAD

i Leasehold lands are amortized over the period of lease.

ii Leasehold buildings are depreciated over the period of lease. In case useful life as specified in Schedule II of Companies Act 2013 is less than period of lease then depreciation shall be charged over useful life as specified in Schedule II of Companies Act 2013.

iii Depreciation on other fixed assets is provided on straight line method based on the useful life as specified in Schedule II of Companies Act 2013

iv Capital items valuing less than Rs 5000/= each are fully depreciated in the year of acquisition.

v Computer software is amortized on SLM method over a period of 3 years


135

vi. In case of service providing joint venture company, depreciation on tangible assets is provided on the Straight Line Method based on the useful lives of Assets residual values and useful lives are reviewed at each financial year and or whenever there are indicators for review, and adjusted prospectively. Freehold Land is not depreciated. Estimated useful lives of the assets are as follows:-

Useful Lives Rate of Depreciation per annum

Leasehold land Period of lease

Building 20 years

Building on Lease Land 20 years

Office equipment 5 years/2 years

Computer / Software 3 years

Vehicles 5 years

Furniture & Fixtures 5 years

Plant & Machinery 3 - 20 years

Leasehold Improvements Period of lease or 10 years whichever is less.

The management basis its past experience and technical assessment has estimated the useful life, which is at variance with the life prescribed in Part C of Schedule II of the Companies Act, 2013 and has accordingly, depreciated the assets over such useful life.

vii. Intangible Assets.

Identifiable intangible assets are recognized when the company control the assets. It is probable that future economic benefits attributed to the assets will flow to the company and the cost of the assets can be reliably measured. Intangible assets under development is valued at cost.

Payment for bandwidth capacities are classified as pre-payments in services arrangements or under certain conditions as an acquisition of a right. In the latter cases it is accounted for as intangible assets and the cost is amortized over the period of the agreements

Acquired licenses and Spectrum are initially recognized at cost. Subsequently licenses are measured at cost less accumulated amortization and accumulated impairment loss, if any. Amortization is recognized in the statement of profit and loss on straight line basis over the unexpected period of the license/spectrum commencing from the date when the related network is available for the intended use in the respective jurisdiction. Intangible assets under development are valued at cost.

Software is capitalized at the amounts paid to acquire the respective license for use and is amortised over the period of license, generally not exceeding three years. Software up to Rs. 500 thousand, which has an independent use, is amortised over the period of one year from the date of place in service.

Payments for the rights acquired for unlimited license access to various applications are recognized as other acquired intangibles. They are capitalized at the amounts paid and amortised on a straight line basis over the period of the agreements.

Gains and losses arising from retirement or disposal of the intangible assets are determined as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in statement of profit and loss on the date of retirement or disposal.

In case of UTL, a joint venture company, fixed assets are provided with periodic depreciation at the rates and methods mentioned below.

Depreciation on telecom machinery and equipments are provided on Straight line Method (SLM) @ of 10%.


136

• Telecom Equipments procured/commissioned during the year are provided depreciation at the above rates proportionate to the period as specified by the Income Tax Act 2058 (Nepal).

• Depreciation on other Fixed Assets is provided on Straight Line Method (SLM) @ of 10% and methods specified in the Income Tax Act 2058 (Nepal).

• Assets costing up to Rs.1000 (Nepali Rupee) each are fully depreciated in the year of purchase.

• Cost of Wireless Terminals issued for own use is written off over a period of 5 years.(UTL)

1.17 CAPITAL SUBSIDY/ GRANTS

a) Grants received/receivable from the Government or other authorities towards capital expenditure are adjusted from the assets constructed proportionately on capitalization .

b) Grants received/receivable from the Government or other authorities towards revenue expenditure are credited in the profit & loss statement under the head “Other Income”.

1.18 TAXATION

a) Taxation comprises of Current Tax and Deferred Tax charge or credit.

b) Provision for Current Taxes is made as per provisions of Tax Laws prevailing in India and abroad and based on decisions of Appellate Authorities.

c) Deferred tax resulting from timing difference between book profit and taxable profit is accounted for using the tax rates and tax laws that have been enacted or substantially enacted on balance sheet date. Deferred tax asset is recognized and carried forward to the extent that there is reasonable certainty that sufficient future taxable income will be available.

1.19 AGENCY TRANSACTIONS

a) Agency / Sponsorship fee is paid on realisation of bills / receipt of advance payment. It is accounted for on accrual basis.

b) In respect of projects in some countries, business is transacted through Agents/JV Companies. Assets and liabilities in the name of such Agents / JV Companies are shown as assets and liabilities of the company under natural heads of accounts. This is being done as the company is principal and respon-sible for execution and profit/ loss of the project and the routing of transaction through Agents/JV companies is as per requirement of law and contract in these countries.

1.20 PRIOR PERIOD ADJUSTMENTS

a) Prior period adjustments are those adjustments which are arising from correction of errors or omissions and as such are shown separately in the notes annexed to and forming part of accounts. However, items of Income/Expenditure exceeding Rs. 1.00 Lakh are considered for being treated as prior items.

b) Extra-ordinary items are those material adjustments necessitated by circumstances which though related to prior periods are determined in the current period and as such are shown separately in the notes annexed to and forming part of Accounts.

1.21 LIQUIDATED DAMAGES / CLAIMS

Liquidated damages/ claims deducted by customer or the company are considered on admittance basis and accounted for in miscellaneous expenses/income.

1.22 ACCOUNTING FOR BAD & DOUBTFUL DEBTS AND ADVANCES

a) In the case of Company Provision is made for Debtors, which are outstanding for more than five years in respect of private clients which are not covered by ECGC / corresponding creditors and in respect to which no legal / arbitration case is pending. In other cases, Provision is made where the management feels that the amount has become doubtful of recovery. Amounts are written off when the efforts for recoveries have failed either due to local conditions in projects, legal process or where it is considered litigation will not be fruitful and recovery is not possible.


137

b) However, The service providing joint venture company provides amounts outstanding for more than 90 days from the date of billing in case of active subscribers and for entire outstanding from de-activated customers net of security deposits or in specific cases where management is of the view that the amounts for certain customers are not recoverable.

Provision for doubtful debts, in case of Site Infrastructure sharing and roaming debtors is made for dues outstanding for more than 90 days from the date of billing after considering any amount payable to that operator pertaining to the same period, other than where management is of the view that the amounts are recoverable.

Provision for doubtful debts, in case of Other Telecom Operators on account of Interconnect Usage Charges (IUC), is made for dues outstanding for more than 120 days from the date of billing after considering any amount payable to that operator pertaining to the same period, other than where management is of the view that the amounts are recoverable.

1.23 EMPLOYEE’S BENEFITS

(i) Gratuity

Liability for payment of gratuity to employees rest with “Telecommunications Consultants India Limited Group Gratuity Trust “ which has taken a Group Gratuity cum Life Assurance Policy from Life Insurance Corporation of India. Amount paid / payable for keeping the said policy in force based upon actuarial valuation is charged to Profit and Loss Account.

ii) Retirement Medical Benefits

Liability on account of post retirement medical benefits to employees is provided on the basis of actuarial valuation.

iii) Provident Fund and Employees’ State Insurance Schemes

In case of service providing joint venture company all employees of the company are entitled to receive benefits under the Provident Fund which is a defined contribution plan. Both the employee and employer make the monthly contributions to the plan at a pre-determined rate (presently 12%) of the employees’ basic salary. These contributions are made to the fund administered and managed by the Government of India. In addition, some employees of the Company are covered under the Employee’s State Insurance Schemes, which are also defined contribution schemes recognized and administered by the Government of India.

The Company’s contributions to both these schemes are expensed in the Profit and Loss Account. The Company has no further obligations under these plans beyond its monthly contributions.

iv) Leave Encashment

The company has provided for the liability at year end on account of un-availed earned leave as per the actuarial valuation as per the Projected Unit Credit Method

1.24 LIABILITIES / CONTINGENT LIABILITIES

Contingent liabilities are disclosed after a careful evaluation of the facts and legal aspects of the matter involved.

1.25 PREPAID EXPENSES.

Prepaid expenses up to Rs. 25,000/- are treated as expenditure of the current year and charged to the natural heads of account.

1.26 MISCELLANEOUS

i. Claims for interest on overdue receivables is accounted for on admittance.

ii. Claims for Market Development Assistance and Insurance claims are accounted on admittance.


138

2 : SHARE CAPITALa. Authorised, Issued, Subscribed and Paid-up Share Capital:


Authorised Share Capital

Equity Shares of ` 10/- each 6,00,00,000 60,00,00,000 6,00,00,000 60,00,00,000

6,00,00,000 60,00,00,000 6,00,00,000 60,00,00,000Issued, Subscribed and Paid-upEquity Share Capital

Equity Shares of ` 10/- each fully Paid-up

5,92,00,000 59,20,00,000 4,32,00,000 43,20,00,000

Total 5,92,00,000 59,20,00,000 4,32,00,000 43,20,00,000

b) Reconciliation of number of shares:Particulars As at March 31, 2016 As at March 31, 2015

Numbers (`) Numbers (`)Equity SharesOpening balance 4,32,00,000 43,20,00,000 4,32,00,000 43,20,00,000Issued during the year 1,60,00,000 16,00,00,000 - - Closing balance 5,92,00,000 59,20,00,000 4,32,00,000 43,20,00,000

c) Shareholders’ holding more than 5% shares of the Company:

As at March 31, 2016 As at March 31, 2015Equity SharesThe President of India & his nominees (Nos)

5,92,00,000 4,32,00,000

Holding (%) 100 100

Notes :

i) Out of the shares outstanding as on 31.03.2016, 4,29,00,000 equity shares of Rs. 10/-each have been allotted as fully paidup Bonus shares for consideration other than cash. Eight Goverment of India officials are holding 28,800 shares of Rs. 10/- each as nominees of President of India.

ii) During the period of five years immediately preceding the date of Balance Sheet, the Company has not :

i) Allotted fully paid up shares by way of bonus shares.

ii) Bought back any class of shares.

iii) Each equity share carries right to vote and the Company has issued only one class of share i.e. equity share

iv) Vote of members : Every member present in person and being a holder of equity share shall have one vote and every person either as a general proxy on behalf of a holder of equity share, shall have one vote or upon a poll, every member shall have one vote for every share held by him.

v) During the year, 1,60,00,000 equity shares of Rs. 10 each have been alloted to Department of Telecommunications (DOT) , Govt. of India.


139

3: RESERVES & SURPLUSParticulars As at


31st March 2015 (`) (`)

i) General Reserve Opening Balance 1855,71,49,436 1564,20,68,627 Less: Adjustment of Depreciation as per Companies Act 2013

- 2,88,11,925

Less: Adjustment relating to last year accounts 11,46,121 1,67,40,866 Additions /Deductions during the year 317,35,77,144 296,06,33,600 Closing Balance (i) 2172,95,80,459 1855,71,49,436

ii) Surplus in Statement of Profit & Loss Opening Balance - - Profit for the period 321,75,31,166 299,16,65,598 Less: Transfer to General Reserves Proposed Dividend 3,65,19,402 2,13,71,457 Dividend Distribution Tax on proposed dividend 74,34,620 43,50,801 Interim Dividend - 44,25,000 Dividend Distribution Tax on Interim Dividend - 8,84,740 Transfer to General Reserve 317,35,77,144 296,06,33,600 Closing Balance (ii) - -

T O T A L (i) + (ii) 2172,95,80,459 1855,71,49,436

4 : LONG TERM BORROWINGParticulars As at


31st March 2015 (`) (`)

SECURED Term Loan - From Banks 117,53,35,382 137,07,47,141 Less: Current Maturities of Long Term Debts (Refer Note - 10)

21,65,16,150 32,33,42,936

95,88,19,232 104,74,04,205UNSECURED Working Capital Term Loan - From Govt. of India 95,00,00,000 69,00,00,000 - From Bank 267,21,00,000 180,00,00,000 Less: Current Maturities of Long Term Debts (Refer Note - 10)

42,90,00,000 36,00,00,000

319,31,00,000 213,00,00,000T O T A L 415,19,19,232 317,74,04,205


140

Breakup of Secured Loan Secured Loan for Nabha BOT Road project - 10,99,42,936 Secured Loan I for Lakhnadone BOT Road project 42,20,00,000 37,82,00,000 Secured Loan II for Odisha ICT project 17,71,16,150 27,89,82,970 Secured Loan III for Bina - Kurwai - Sironj BOT Road project

57,62,19,232 60,36,21,235

Total - A 117,53,35,382 137,07,47,141

Less: Current Maturities of Long Term Debts Secured Loan for Nabha BOT Road project - 10,99,42,936 Secured Loan for Lakhnadone BOT Road project 1,20,00,000 60,00,000 Secured Loan for Odisha ICT project 17,71,16,150 18,00,00,000 Secured Loan for Bina - Kurwai - Sironj BOT Road project 2,74,00,000 2,74,00,000 Total - B 21,65,16,150 32,33,42,936 Net Total (A - B) 95,88,19,232 104,74,04,205

a) Secured Loan I : Rs. 42,20,00,000/-

II: Rs. 17,71,16,150/-

III: Rs. 57,62,19,232/-

Secured Loan I is covered by:

The loan has been taken from Vijaya Bank for part funding of BOT Project to augment Lakhnadone-Ghansore section in Madhya Pradesh. The sanctioned loan amount was Rs 42.92 Crores. The Drawal was started from June 2012. The Interest rate is being charged at Base rate + 0.75%.

The security is:

I. Exclusive first charge on entire Lakhnadone-Ghansore Road Project assets.

II. Exclusive first charge on receivables in the New Escrow account.

III. Security interest by way of assignment of all the rights, titles, permits, approvals and interests of the com-pany in, to and in respect of all the assets of the Project and all the Project Agreements, including but not limited to all the clearances, permits, approvals, consents in relation to the Project.

IV. Security interest by way of assignment of contractor guarantees, performance bonds and any letter of credit that may be provided by any party.

V. Security interest by way of assignment of all insurance policies taken in respect of the Borrower’s assets.

VI. A first charge on all the Borrower’s bank accounts, including but not limited to the Trust & Retention Account(s).

Principal amount to be repaid in 120 graded monthly installments after an initial moratorium of 24 months from the date of first availment i.e. 12.06.2012. Repayment has been started from April-2014.

Secured Loan II is covered by:

The Term Loan has been taken from Bank of Baroda, Nehru Place for a contract of Implementation of ICT @ School Project in Odisha. The sanctioned loan amount was Rs 90 Crores. The drawl was started in April 2014. The interest rate is being charged at Base Rate plus 0.25% per annum


141

The Security is:

I. First exclusive charge on project receivables in Escrow account of the project.

II. First exclusive charge on project assets of the project.

III. D.P. Note executed by the company suppored by Board Resolution.

IV. Letter of installments.

Period of repayment:

20 quarterly installments of Rs 4.50 Crores each starting from 13th month after the first disbursement i.e. with a moratorium period of 12 months. Door to Door tenor is 72 months.

Secured Loan III is covered by:

The loan has been taken from Vijaya Bank for part funding of BOT project to augment Bina – Kurwai – Sironj section in Madhya Pradesh. The sanctioned Loan Amount was Rs. 62.10 crores. The Drawal was started from May 2011. The Interest rate is being charged at Base rate + 0.75%.

The security is:

i. Exclusive First charge on entire Bina-Kurwai-Sironj Project assets.

ii. Exclusive First charge on receivables in the Escrow account.

iii. Security interest by way of assignment of all the rights, titles, permits, approvals and interests of the Company in, to and in respect of all the assets of the Project and all the Project Agreements, including but not limited to all the clearances, permits, approvals, consents in relation to the Project.

iv. Security interest by way of assignment of contractor guarantees, performance bonds and any letter of credit that may be provided by any party for this project.

v. Security interest by way of assignment of all insurance policies taken in respect of the Borrower’s assets for this project;

vi. A first charge on all the Borrower’s Escrow bank account for the project, including but not limited to the Trust & Retention Account(s).

Principal amount to be repaid in 118 graded monthly installments after an initial moratorium of 24 months from the date of first availment i.e. 15.06.2011

b) Unsecured Term Loan I: 95,00,00,000/-

The Term Loan has been taken from DOT, Ministry of Communications & IT, New Delhi. The loan has been sanctioned by Govt. of India. The sanctioned loan amount was Rs 95 Crores. The amount of Rs. 69 Crores was disbursed on 31/3/15 and balance of Rs. 26 Crores has been disbursed on 23/3/16. The interest rate is being charged @ 11.50% p.a. and the repayment period of loan is 5 years including two years moratorium period.

Unsecured Term Loan II: Rs. 267,21,00,000/-

The unsecured loan taken from Bank by Bharti Hexacom Limited. The Loan includes re-borrowable term loans of Rs. 86.61 Crores (Previous year Nil), which have daily prepayment flexibility. The interest rate is being charged @ 9.30% p.a. (weighted average)

The borrowing of Rs. 267.21 crores outstanding as of March 31, 2016 is repayable as per schedule below:

(Rs. in Crores)

Loan amount as of 31/3/16

Rate of Interest (Weighted average)

Maturity ProfileWithin one

yearbetween one and two year

between two and five year

180.60 9.3% 42.90 42.90 94.8086.61 9.3% -- -- 86.61267.21 Total 42.90 42.90 181.41


142

5 : DEFERRED TAX LIABILITIES / (ASSETS) Particulars As at


31st March 2015 (`) (`)

a) Deferred Tax liabilities: Related to Fixed Assets 38,27,27,677 32,39,38,600Total Defered Tax Liability 38,27,27,677 32,39,38,600

b) Deferred Tax Assets: Provision for Doubtful Debts / Adv. 17,47,86,002 3,96,50,753 Provision for Doubtful Advances 8,08,69,940 6,45,18,845 Provision for Leave encashment / Bonus 5,14,95,592 5,00,42,362 Others 35,72,91,400 31,19,18,714Total Defered Tax Asset 66,44,42,934 46,61,30,674

Deferred Tax (Assets)/ Liabilities (Net) (28,17,15,257) (14,21,92,074)

6 : OTHER LONG-TERM LIABILITIESParticulars As at


31st March 2015 (`) (`)

a) Trade Payables 8,24,742 84,34,008 b) Others 61,90,91,080 55,12,53,806T O T A L 61,99,15,822 55,96,87,814

7: LONG-TERM PROVISIONSParticulars As at


31st March 2015 (`) (`)

a) Provision for Employee Benefits -- Post Retirement Medical Benefits 5,32,16,195 5,12,68,614 -- Leave Salary Encashment 9,23,09,676 10,58,21,781 -- Others benefits 6,06,49,228 5,22,45,808

b) Others 8,82,00,000 8,76,00,000

T O T A L 29,43,75,099 29,69,36,203


143

8: SHORT TERM BORROWINGSParticulars As at


31st March 2015 (`) (`)

Loans Repayable on Demand --Secured Loans - From Banks - Overdraft 33,95,67,846 27,43,98,427 (Secured against Receviables)

--Unsecured Loans - Foreign Currency Loan from Banks 5,13,48,835 23,53,27,703 - Cash Credit from Bank 10,08,00,000 1,62,00,000 - Loan from Bank 27,77,80,419 5,04,32,664 - Loan from Others 9,53,76,150 270,00,00,000 T O T A L 86,48,73,250 327,63,58,794

9: TRADE PAYABLESParticulars As at


31st March 2015 (`) (`)

Trade payables 1121,24,43,312 753,11,42,635T O T A L 1121,24,43,312 753,11,42,635

10 : OTHER CURRENT LIABILITIESParticulars As at


31st March 2015 (`) (`)

a) Current maturities of long-term debt 64,55,16,150 68,33,42,936 b) Advances from Customers 114,46,66,366 95,98,48,942 c) Interest accrued but not due on Borrowings 2,07,52,643 95,17,397 d) Interest accrued and due on Borrowings - 23,79,098 e) Other payables (Including Sales Tax, Service Tax and Others)

570,57,96,003 590,82,38,166

T O T A L 751,67,31,162 756,33,26,539


144

11 : SHORT-TERM PROVISIONSParticulars As at


31st March 2015 (`) (`)

a) Income Tax 28,58,73,390 28,50,11,369b) Proposed Dividend 3,65,19,402 2,13,71,457c) Tax on Proposed Dividend 74,34,620 43,50,801d) Provision for Warranty Period Expenses 8,69,00,580 5,13,56,147e) Employee benefits 25,77,76,024 11,19,19,099f) Others -- Leave Salary and Pension Contribution - - -- Provision for losses in unfinished projects 1,10,75,465 30,44,281 -- Provision for Dimunition in value of Investment 6,08,83,664 5,43,92,391 -- Others 57,26,971 81,11,331T O T A L 75,21,90,116 53,95,56,876

*Provision for Warranty Period Expenses:

Opening Balance 4,87,12,128 4,59,50,600 Add: Provided for Current Year 6,88,02,476 3,89,90,977 Less: Withdrawn during the Current Year 23,30,335 14,75,971 Less: Utilized during the Current Year 2,82,83,689 3,21,09,459Closing Balance 8,69,00,580 5,13,56,147


145

12. F

IXED

ASSE

TS

12

A- TA

NGIB

LE AS

SETS

(INL

AND)

(Am

ount

in R

upee

s)

PAR

TIC

UL

AR

S

GR

OS

S B

LO

CK

DE

PR

EC

IAT

ION

NE

T B

LO

CK

As

at

01.

04.2

015

Add

itio

ns

/A

dju

stm

ents

D

uri

ng

Th

e Ye

ar

Tra

nsf

er

Sal

e /

Ad

just

men

ts

Du

rin

g T

he

Year

As

at

31.

03.2

016

As

at

01.

04.2

015

Dep

reci

atio

n

du

rin

g th

e ye

arT

ran

sfer

Sal

es/

Ad

just

men

t d

uri

ng

the

year

As

at

31.

03.2

016

As

at

31.

03.2

016

As

At

31

.03.

2015

Tem

pora

ry S

truc

ture

43,6

0,96

94,

65,7

60 -

-

48

,26,

729

43,6

0,96

962

,638

-

-

44,2

3,60

74,

03,1

22 -

Land

4,11

,35,

138

-

-

-

4,11

,35,

138

-

-

-

-

-

4,11

,35,

138

4,11

,35,

138

Leas

ehol

d La

nd2,

47,1

5,91

1 -

-

-

2,

47,1

5,91

121

,00,

000

3,00

,000

-

-

24,0

0,00

02,

23,1

5,91

12,

26,1

5,91

1

Build

ing

8,05

,49,

479

45,3

19 -

-

8,

05,9

4,79

83,

15,1

2,25

335

,02,

438

-

-

3,50

,14,

691

4,55

,80,

107

4,90

,37,

226

Build

ing-

Offi

ce (

Leas

ehol

d)

6,60

,84,

034

-

-

-

6,60

,84,

034

1,19

,66,

590

12,6

0,82

8 -

-

1,

32,2

7,41

85,

28,5

6,61

65,

41,1

7,44

4

Build

ing-

Res

iden

tial

66,4

7,24

0 -

-

-

66

,47,

240

35,7

8,73

199

,495

-

-

36,7

8,22

629

,69,

014

30,6

8,50

9

Leas

ehol

d Im

prov

emen

ts2,

64,0

0,00

03,

00,0

00 -

-

2,

67,0

0,00

02,

13,0

0,00

012

,00,

000

-

-

2,25

,00,

000

42,0

0,00

051

,00,

000

Furn

iture

& F

ixtu

re8,

12,3

2,87

734

,16,

760

5,5

68

3,08

,033

8,43

,47,

172

7,52

,62,

774

18,5

7,81

4 -

1,

48,3

167,

69,7

2,27

273

,74,

900

59,7

0,10

3

Offi

ce M

achi

nery

&

Equi

pmen

ts5,

80,5

8,47

71,

22,6

4,37

4 (

12,1

36)

822

,402

6,

94,8

8,31

34,

58,7

8,60

954

,05,

912

-

5,34

,535

5,07

,49,

986

1,87

,38,

327

1,21

,79,

868

Elec

tric

al A

pplia

nce

3,66

,29,

031

14,4

5,98

5 3

,072

1,

53,5

653,

79,2

4,52

32,

42,3

9,39

821

,92,

971

-

1,02

,945

2,63

,29,

424

1,15

,95,

099

1,23

,89,

633

Veh

icle

s1,

81,4

9,88

7 -

-

5,

35,9

001,

76,1

3,98

71,

04,5

7,16

717

,29,

994

-

(12

6,04

0)1,

23,1

3,20

153

,00,

786

76,9

2,72

0

Plan

t &

Mac

hine

ry13

03,4

8,82

,831

139,

75,5

5,99

1 -

21

,54,

05,4

6714

21,7

0,33

,355

749,

06,3

6,32

312

7,89

,54,

696

-

16,2

3,66

,709

860,

72,2

4,31

056

0,98

,09,

045

554,

42,4

6,50

8

Com

pute

rs19

,17,

37,2

121,

46,3

8,30

9 3

,496

3,

45,1

7,08

017

,18,

61,9

3716

,98,

66,2

1568

,80,

107

-

3,36

,08,

747

14,3

1,37

,575

2,87

,24,

362

2,18

,70,

997

Tra

inin

g Eq

uipm

ents

2,22

,16,

936

36,2

0,52

4 -

1,

30,8

352,

57,0

6,62

52,

00,2

7,52

38,

43,1

64 -

1,

14,6

592,

07,5

6,02

849

,50,

597

21,8

9,41

3

TO

TA

L o

f 12

(A)

1369

,28,

00,0

2214

3,37

,53,

022

-

25,1

8,73

,282

1487

,46,

79,7

6279

1,11

,86,

552

130,

42,9

0,05

7 -

19

,67,

49,8

7190

1,87

,26,

738

585,

59,5

3,02

457

8,16

,13,

470

Pre

vio

us Y

ear

1285

,31,

79,8

5115

5,37

,39,

422

(59

3,49

5,56

4)12

,06,

23,6

8713

69,2

8,00

,022

717,

73,3

4,30

412

4,57

,55,

320

(408

,414

,679

)10

,34,

88,3

9379

1,11

,86,

552

578,

16,1

3,47

056

7,58

,45,

547

No

te:

1.

Build

ing-

Offi

ce (

Leas

ehol

d) r

epre

sent

s pr

emiu

m o

n ac

quis

ition

of p

erpe

tual

rig

hts

whi

ch is

initi

ally

for

99 y

ears

leas

e

2.

Figu

res

in b

rack

ets

deno

tes

nega

tive

valu

es


146

(A

mou

nt i

n R

upee

s)

NO

TE

: 1.

Fig

ure

s in

bra

cket

s d

eno

tes

neg

ativ

e va

lues

.

NO

TE

: 1.

Fig

ure

s in

bra

cket

s d

eno

tes

neg

ativ

e va

lues

.

12 C-

INTA

NGIB

LE AS

SETS

(INL

AND)

(A

mou

nt i

n R

upee

s)

PAR

TIC

UL

AR

S

GR

OS

S B

LO

CK

DE

PR

EC

IAT

ION

NE

T B

LO

CK

As

at

01.

04.2

015

Add

itio

ns

/A

dju

stm

ents

D

uri

ng

Th

e Ye

ar

Tra

nsf

er

Sal

e /

Ad

just

men

ts

Du

rin

g T

he

Year

As

at

31.

03.2

016

As

at

01.

04.2

015

Dep

reci

atio

n

du

rin

g th

e ye

arT

ran

sfer

Sal

es/

Ad

just

men

t d

uri

ng

the

year

As

at

31.0

3.20

16A

s at

3

1.03

.201

6A

s A

t

31.0

3.20

15

Land

15,6

7,29

415

,67,

294

-

15,6

7,29

415

,67,

294

Tem

pora

ry S

truc

ture

56,6

0,38

42,

02,6

77 -

-

58

,63,

061

56,6

0,38

4 3

,318

.00

-

-

56,6

3,70

21,

99,3

59 -

Furn

iture

& F

ixtu

re1,

60,0

9,54

61,

71,7

20 -

2,

24,2

341,

59,5

7,03

21,

39,7

6,16

87,

41,8

16 -

1,

69,0

521,

45,4

8,93

214

,08,

100

20,3

3,37

8

Offi

ce M

achi

nery

&

Equi

pmen

ts76

,58,

360

27,8

6,35

7 1

1,44

9,50

5 5,

28,7

082,

13,6

5,51

41,

31,0

2,82

732

,98,

803

-

5,64

,557

1,58

,37,

073

55,2

8,44

1-5

,444

,467

Elec

tric

al A

pplia

nce

76,7

8,94

310

,81,

781

39,

005

2,09

,937

85,8

9,79

251

,94,

744

3,78

,895

-

81,7

3154

,91,

908

30,9

7,88

424

,84,

199

Veh

icle

s14

,98,

62,7

301,

06,4

9,08

5 -

1,

14,6

2,20

914

,90,

49,6

068,

96,8

9,10

61,

27,4

1,27

8 -

1,

13,2

8,32

09,

11,0

2,06

45,

79,4

7,54

26,

01,7

3,62

4

Plan

t &

Mac

hine

ry52

,43,

11,0

871,

15,0

7,57

2 (

11,4

88,5

10)

1,46

,95,

944

50,9

6,34

,205

28,2

9,03

,435

2,62

,32,

654

-

1,41

,66,

059

29,4

9,70

,030

21,4

6,64

,175

24,1

4,07

,652

Com

pute

rs1,

88,8

0,70

713

,00,

953

-

6,39

,362

1,95

,42,

298

1,65

,51,

489

16,3

7,14

8 -

6,

39,3

751,

75,4

9,26

219

,93,

036

23,2

9,21

8

TO

TA

L 1

2 (B

)73

,16,

29,0

512,

77,0

0,14

5 -

2,

77,6

0,39

473

,15,

68,8

0242

,70,

78,1

534,

50,3

3,91

2 -

2,

69,4

9,09

444

,51,

62,9

7128

,64,

05,8

3130

,45,

50,8

98

Pre

vio

us Y

ear

39,9

7,29

,414

1,92

,65,

570

578,

778,

254

26,6

1,44

,187

73,1

6,29

,051

20,2

3,23

,908

5,72

,52,

828

404,

726,

614

23,7

2,25

,197

42,7

0,78

,153

30,4

5,50

,898

19,7

4,05

,506

TO

TA

L 1

2 (A

)13

69,2

8,00

,022

143,

37,5

3,02

2 -

25

,18,

73,2

8214

87,4

6,79

,762

791,

11,8

6,55

213

0,42

,90,

057

-

19,6

7,49

,871

901,

87,2

6,73

858

5,59

,53,

024

578,

16,1

3,47

0

GR

AN

D T

OT

AL

12

(A)+

12(B

)14

42,4

4,29

,073

146,

14,5

3,16

7 -

27

,96,

33,6

7615

60,6

2,48

,564

833,

82,6

4,70

513

4,93

,23,

969

-

22,3

6,98

,965

946,

38,8

9,70

961

4,23

,58,

855

608,

61,6

4,36

8

PR

EV

IOU

S Y

EA

R T

OT

AL

1325

,29,

09,2

6515

7,30

,04,

992

(14,

717,

310)

38,6

7,67

,874

1442

,44,

29,0

7373

7,96

,58,

212

130,

30,0

8,14

8 (

3,68

8,06

5)34

,07,

13,5

9083

3,82

,64,

705

608,

61,6

4,36

858

7,32

,51,

053

PAR

TIC

UL

AR

S

GR

OS

S B

LO

CK

DE

PR

EC

IAT

ION

NE

T B

LO

CK

As

at

01.

04.2

015

Add

itio

ns

/A

dju

stm

ents

D

uri

ng

Th

e Ye

ar

Tra

nsf

er

Sal

e /

Ad

just

men

ts

Du

rin

g T

he

Year

As

at

31.

03.2

016

As

at

01.

04.2

015

Dep

reci

atio

n

du

rin

g th

e ye

arT

ran

sfer

Sal

es/

Ad

just

men

t d

uri

ng

the

year

As

at

31.

03.2

016

As

at

31.

03.2

016

As

At

31

.03.

2015

Tol

l Col

lect

ion

Rig

hts

- N

abha

G

ovin

dgar

h T

oll R

oad

76,8

3,91

,662

-

-

-

76,8

3,91

,662

18,4

2,50

,440

4,62

,16,

999

-

-

23,0

4,67

,439

53,7

9,24

,223

58,4

1,41

,222

Tol

l Col

lect

ion

Rig

hts

- Bi

na

Kur

wai

Sir

onj

Tol

l Roa

d12

0,87

,39,

316

-

-

16,1

8,50

112

0,71

,20,

815

1,69

,28,

470

1,82

,56,

289

3,51

,84,

759

117,

19,3

6,05

611

9,18

,10,

846

Band

wid

th20

3,13

,00,

000

15,4

5,00

,000

-

-

218,

58,0

0,00

063

,57,

00,0

0014

,73,

00,0

00 -

3,

00,0

0078

,27,

00,0

0014

0,31

,00,

000

139,

56,0

0,00

0

Lice

nces

164,

37,0

0,00

039

1,98

,00,

000

-

-

556,

35,0

0,00

053

,94,

00,0

0015

,18,

00,0

00 -

-

69

,12,

00,0

0048

7,23

,00,

000

110,

43,0

0,00

0

Com

pute

r So

ftwar

e3,

96,3

3,67

7 -

-

3,

96,3

3,67

71,

92,5

0,63

81,

16,7

9,47

70

-

3,09

,30,

115

87,0

3,56

220

,383

,039

.00

TO

TA

L

569,

17,6

4,65

540

7,43

,00,

000

-

16,1

8,50

197

6,44

,46,

154

139,

55,2

9,54

837

,52,

52,7

650

3,00

,000

177,

04,8

2,31

379

9,39

,63,

841

429,

62,3

5,10

7

Pre

vio

us Y

ear

401,

64,9

1,66

216

6,05

,55,

683

1,47

,17,

310

-

569,

17,6

4,65

510

9,84

,86,

427

29,3

3,55

,056

36,8

8,06

513

9,55

,29,

548

429,

62,3

5,10

729

1,80

,05,

235

12 B-

TANG

IBLE

ASSE

TS (F

OREIG

N)


147

NO

TE

: 1.

Fig

ure

s in

bra

cket

s d

eno

tes

neg

ativ

e va

lues

.

(A

mou

nt i

n R

upee

s)

PAR

TIC

UL

AR

S

GR

OS

S B

LO

CK

DE

PR

EC

IAT

ION

NE

T B

LO

CK

As

at

01.

04.2

015

Add

itio

ns

/A

dju

stm

ents

D

uri

ng

Th

e Ye

ar

Tra

nsf

er

Sal

e /

Ad

just

men

ts

Du

rin

g T

he

Year

As

at

31.

03.2

016

As

at

01.

04.2

015

Dep

reci

atio

n

du

rin

g th

e ye

arT

ran

sfer

Sal

es/

Ad

just

men

t d

uri

ng

the

year

As

at

31.

03.2

016

As

at

31.

03.2

016

As

At

31

.03.

2015

Lice

nces

3,49

,87,

375

-

-

-

3,49

,87,

375

2,50

,94,

306

35,3

9,98

9 -

-

2,

86,3

4,29

563

,53,

080

98,9

3,06

9

TO

TA

L

3,49

,87,

375

-

-

-

3,49

,87,

375

2,50

,94,

306

35,3

9,98

9 -

-

2,

86,3

4,29

563

,53,

080

98,9

3,06

9

Pre

vio

us Y

ear

3,49

,87,

375

-

-

-

3,49

,87,

375

2,19

,79,

418

31,1

4,88

8 -

-

2,

50,9

4,30

698

,93,

069

1,30

,07,

957

TO

TA

L 1

2 (C

)56

9,17

,64,

655

407,

43,0

0,00

0 -

16

,18,

501

976,

44,4

6,15

413

9,55

,29,

548

37,5

2,52

,765

-

3,00

,000

177,

04,8

2,31

379

9,39

,63,

841

429,

62,3

5,10

7

GR

AN

D T

OT

AL

12

(C)+

12(D

)57

2,67

,52,

030

407,

43,0

0,00

0 -

16

,18,

501

979,

94,3

3,52

914

2,06

,23,

854

37,8

7,92

,754

-

3,00

,000

179,

91,1

6,60

880

0,03

,16,

921

430,

61,2

8,17

6

PR

EV

IOU

S

YE

AR

TO

TA

L40

5,14

,79,

037

166,

05,5

5,68

31,

47,1

7,31

0 -

57

2,67

,52,

030

112,

04,6

5,84

529

,64,

69,9

4436

,88,

065

-

142,

06,2

3,85

443

0,61

,28,

176

293,

10,1

3,19

2

12 D-

INTA

NGIB

LE AS

SETS

(FOR

EIGN)


148

13 : NON CURRENT INVESTMENTSParticulars

As at


31st March 2015

(`) (`)Unquoted1 Unit (Previous Year 1 Unit) of National Saving Certificate

6,900 6,900

Investment in JV (Refer Note 29 (vi))Telecommunications Consultants Nigeria Ltd.,26,000 fully paid Equity Shares of 1 Naira each Original Value 3,75,180 3,75,180Less: decline in value due to Devaluation of Naira 3,67,684 3,67,684

7,496 7,496T O T A L 14,396 14,396

14 : LONG-TERM LOANS AND ADVANCES Particulars As at


31st March 2015 (`) (`)

Advances recoverable in cash or in kind or for value to be receivedSecured :Staff Advances(Represent House Building Advance secured against first charge on immovable property of the staff and Vehicle advance secured against First charge on Vehicle of the staff)

79,13,917 77,43,748

Unsecured :- Considered good 1107,44,64,384 1427,30,78,232- Considered doubtful 21,00,000 24,38,160

1108,44,78,301 1428,32,60,140Less : Provision for Doubtful Advances 21,00,000 24,38,160

1108,23,78,301 1428,08,21,980

Security Deposits 5,96,00,033 3,93,39,486Interest accrued but not due on advances 61,00,654 68,79,275T O T A L 1114,80,78,988 1432,70,40,741


149

15 : OTHER NON-CURRENT ASSETSParticulars As at


31st March 2015 (`) (`)

Long-term Trade Receivables (including tradereceivables on deferred credit terms)Unsecured- Considered good - Trade Receivables 14,95,42,922 9,43,36,152 - Retention Money 5,24,03,087 5,20,14,694- Considered doubtful - Trade Receivables 8,47,30,981 12,42,95,873

28,66,76,990 27,06,46,719

Less: Provision for Doubtful debts 8,47,30,981 12,42,95,87320,19,46,009 14,63,50,846

Others - Advance Tax & TDS 56,54,27,432 41,10,85,171 - Deposits with maturity of more than 12 months 10,258 10,258 (Pledged with bank against Guarantees)T O T A L 76,73,83,699 55,74,46,275

16 : INVENTORIESParticulars As at


31st March 2015 (`) (`)

As taken, valued and certified by the Management (valued at cost) - Stock-in-trade (in respect of goods acquired for trading)

2,14,97,459 6,06,18,885

- Raw Materials 2,12,20,488 3,75,36,244- Stores & Spares (including with Sub-contractors) at project sites

11,88,82,768 12,74,14,600

Less: Provision for obsolescence/ slow moving stores 56,19,417 53,31,127T O T A L 15,59,81,298 22,02,38,602


150

17 : TRADE RECEIVABLESParticulars As at


31st March 2015 (`) (`)

Unsecured :A) Outstanding for period exceeding six months : Considered good Trade Receivables 261,75,54,725 411,56,59,273 Retention Money 3,05,44,438 3,67,71,633 Considered Doubtful 28,64,39,371 15,04,14,827TOTAL - A 293,45,38,534 430,28,45,733

B) Others : Considered good Trade Receivables 654,92,09,993 343,18,46,473 Retention Money 26,17,02,529 20,87,12,754 Unbilled 58,06,34,719 57,45,95,344 Considered doubtful 2,61,00,000 8,88,00,000TOTAL - B 741,76,47,241 430,39,54,571

TOTAL (A+B) 1035,21,85,775 860,68,00,304

Less : Provision for Doubtful Debts 31,25,39,371 23,92,14,827TOTAL 1003,96,46,404 836,75,85,477


151

18 : CASH AND CASH EQUIVALENTSParticulars As at


31st March 2015 (`) (`)

A.Cash in hand including imprest balances 53,77,556 48,06,564

B. Balance with Banks in Current Accounts 43,79,70,946 17,91,16,340 Less: Provision against fund blocked in Banks * 52,38,160 53,35,197

43,27,32,786 17,37,81,143 in Call Accounts 22,27,320 9,42,283 in Deposit Account : Deposits with maturity of less than 3 months 30,15,63,314 14,52,25,094 (Pledged with bank for Rs. Nil (Previous year Nil) against Guarantees) in Saving Bank Account 3,70,686 21,98,875

T O T A L (B) 73,68,94,106 32,21,47,395

C. Other Balances Deposits with maturity of more than 3 months but less than 12 months

10,25,59,048 2,63,97,528

(Pledged with bank for Rs. 146 Lakhs (Previous year Rs. 146 lakhs) against Guarantees)

T O T A L (C ) 10,25,59,048 2,63,97,528

D.Money in transit 1,06,045 -

E.Cheques in hand 8,69,222 1,69,16,895

T O T A L (A+B+C+D+E) 84,58,05,977 37,02,68,382

* Allied Bank of Nigeria, Nigeria and El Khalifa Bank, Algeria went into liquidation long time back and provision for outstanding balances was provided in the accounts in earlier years.


152

19 : SHORT-TERM LOANS AND ADVANCES Particulars As at


31st March 2015 (`) (`)

Advances recoverable in cash or in kind or for value to be receivedSecured : - To Staff (Represent House Building Advance secured against first charge on immovable property of the staff and Vechicle advance secured against First charge on Vehicle of the staff)

27,23,782 30,46,780

Unsecured - Considered good 208,65,57,514 123,91,80,018 - Considered doubtful 23,99,74,122 19,41,75,437

232,92,55,418 143,64,02,235Less: Provision for Doubtful advances 23,99,74,122 19,41,75,437

208,92,81,296 124,22,26,798Security Deposits 8,36,93,152 10,30,39,064Interest accrued but not due on advances 3,16,35,709 3,42,33,677T O T A L 220,46,10,157 137,94,99,539

20 : OTHER CURRENT ASSETSParticulars As at


31st March 2015 (`) (`)

Interest accrued but not due on deposits 3,63,65,967 3,68,75,580 (Rs 233.40 Lakhs (previous year Rs. 260.01 Lakhs) on deposits in the name of Client - A/c TCIL)

Amount Due from Customers Work in Progress 2080,25,81,406 1578,22,60,292 Unbilled Revenue 24,16,43,314 34,98,00,057 Less: Bills Raised 1566,42,40,149 1264,80,70,571

537,99,84,571 348,39,89,778

Advance Tax and Tax Deducted at Source 85,86,61,205 56,69,19,954MAT Credit Entitlement 53,00,321 7,69,75,560Other Taxes Recoverable 38,83,50,412 38,89,39,312T O T A L 666,86,62,476 455,37,00,184


153

21 : REVENUE FROM OPERATIONSParticulars For the year ended


March 31, 2015 (`) (`)

I. Sale of Products 269,05,45,297 160,66,55,031

II. Sale of Services a) Turnkey Projects completed 230,50,55,052 107,55,57,250

b) Accretion/(Decretion) to Work-in-Progress: Closing Work-in-Progress 2080,25,81,406 1578,22,60,292 Less: Opening Work-in-Progress and adjustment 1578,22,60,292 1329,32,72,199

502,03,21,114 248,89,88,093

c) Maintenance / Service Contracts 1901,08,14,839 1700,08,49,147

d) Consultancy Projects 9,34,99,132 26,80,44,101

e) Other Projects 8,84,92,624 10,44,02,433

III. Other Operating Revenue- Interest on Advance fm Sub-contractors 50,40,657 40,49,374- Overheads recovered from Sub-contractors 5,66,154 18,38,883- Sale of Tenders 1,49,822 1,30,025- Sale of Scrap 4,04,780 1,88,682- Provision for Warranty Period Expenses written back 23,30,335 14,75,971- Excess provision written back 13,08,02,833 4,07,60,450

T O T A L 2934,80,22,639 2259,29,39,440

22 : OTHER INCOMEParticulars For the year ended


March 31, 2015 (`) (`)

Interest (Gross)- Fixed Deposit 2,47,34,799 4,05,29,083- Loans to Employees 8,30,950 9,77,838Other Non-Operating income- Others 3,79,87,534 123,68,29,343T O T A L 6,35,53,283 127,83,36,264


154

23 : COST OF MATERIALS CONSUMEDParticulars For the year ended


March 31, 2015 (`) (`)

A. STORES & SPARES Opening Stock 16,49,50,844 15,45,77,421 Add: Purchases 64,10,17,627 64,20,36,274 Total 80,59,68,471 79,66,13,695 Less: Closing Stock 14,01,03,256 16,49,50,844 Stores & Spares consumed 66,58,65,215 63,16,62,851B. LOOSE TOOLS Opening Stock - - Add : Purchases 1,05,87,356 22,33,580 Total 1,05,87,356 22,33,580 Less : Closing Stock - - Loose tools consumed 1,05,87,356 22,33,580

T O T A L 67,64,52,571 63,38,96,431

24 : CHANGES IN INVENTORIES OF STOCK IN TRADEParticulars For the year ended


March 31, 2015 (`) (`)

Stock at close 2,70,44,067 6,06,18,885Stock at commencement 6,06,18,885 24,68,04,514(Increase)/ Decrease in Stocks 3,35,74,818 18,61,85,629


155

26 : FINANCE COSTSParticulars For the year ended


March 31, 2015 (`) (`)

Interest on Term Loans 22,21,18,430 17,25,97,277Interest on Overdrafts & Other Borrowings 18,77,15,565 11,14,97,328Net (Gain)/Loss on foreign exchange transactions 2,53,56,994 1,62,80,053 T O T A L 43,51,90,989 30,03,74,658

25 : EMPLOYEE BENEFITS EXPENSEParticulars For the year ended


March 31, 2015 (`) (`)

Salaries (including foreign DA) 163,21,51,553 142,18,20,633Leave Salary & Pension Contribution 17,35,874 19,32,850Provident & other Funds Contribution 11,02,18,574 9,89,99,840Medical Reimbursement 4,90,77,134 4,36,02,458Staff Welfare including Camp expenses 5,59,00,482 4,90,99,582Liveries 5,98,605 5,36,190Performance Related Pay (PRP) 2,11,83,747 1,18,88,370Bonus 16,89,671 2,89,532Rent for employees Accommodation :Gross: 2,42,87,868 2,13,84,682Less Recoveries 4,23,095 5,25,545Leave Salary Encashment 4,23,00,180 3,75,99,854Children Education Allowance 3,23,771 10,71,158Perks (Note No. 43(a)) 7,40,84,453 - Superannuation Pension Contribution (Note No. 43(b)) 4,56,51,851 - House Furnishing & Maintenance Allowance 2,41,69,869 2,43,19,785Leave Travel Concession 55,95,304 23,41,218Gratuity 1,33,28,302 13,91,524Employees Accident Group Insurance 5,41,376 2,92,719P.F.Admn.Charges 10,65,168 9,94,227Retd.Emp.Medical Scheme 57,20,126 85,15,164T O T A L 210,92,00,813 172,55,54,241


156

27 : ADMINISTRATIVE AND OTHER EXPENSESParticulars For the year ended


March 31, 2015 (`) (`)

Rent 124,76,87,554 115,65,53,130Rates & Taxes 11,87,52,638 10,67,03,452Insurance 4,90,21,730 5,30,58,498Bank & Guarantee Charges 2,85,89,409 2,87,66,726Business Promotion 19,18,87,209 16,05,65,730Agency Commission & Sponser Fee 52,08,74,683 43,05,47,721Legal & Professional Charges 12,07,77,437 11,36,77,050Consultancy 1,74,96,917 2,84,18,719Electricity & Water 133,00,12,483 129,18,57,135Telephone,Telex & Postage 3,02,59,114 2,51,62,040Printing & Stationery 1,29,64,325 1,15,78,345Travelling 11,15,87,834 9,88,73,114Advertisement 17,68,92,676 15,03,84,954Books & Periodicals 5,47,330 2,57,229Seminar & Training 36,25,720 26,82,439Repairs & Maintenance : - Plant & Machinery 49,99,01,185 49,57,47,812 - Building 71,18,286 70,57,916 - Others 5,10,91,293 5,57,08,689Loss on Currency Translation (Net) 21,19,95,742 10,49,71,390Vehicle running & Maintenance 3,71,35,218 3,30,45,896Misc. Expenses 41,05,94,061 33,93,65,396Auditors remuneration : - Audit Fee 66,99,235 55,54,630 - Taxation Matter 12,93,410 11,16,894 - Others services including certification 5,27,718 5,13,593 - Reimbuersment of Expenses 2,851 1,03,747Hiring Charges : - Machinery 1,81,42,581 2,93,27,168 - Vehicles 5,96,24,748 4,39,74,503Provision for slow moving / obsolete stores 2,64,00,000 - Directors sitting fees 2,79,225 2,44,944Provision for Warranty Period Expenses 6,61,58,457 3,56,75,863Loss on sale / scrapping of assets 3,43,18,901 3,21,23,581Bad debts/ Advances Written off 10,28,40,036 3,29,87,395Donation 50,000 50,000Security & Maintenance 1,24,35,206 1,09,71,104Research & Development 5,25,000 - T O T A L 550,81,10,212 488,76,26,803


157

28 : TAX EXPENSEParticulars For the year ended


March 31, 2015 (`) (`)

Current Tax (Including Wealth Tax) 183,13,44,438 180,54,56,440Provision for Taxation for earlier years -24,75,579 -15,270Deferred Tax Charge -13,84,90,342 -13,14,80,600MAT Credit Entitlement - -1,30,326MAT Credit Entitlement - Prevoius year - -25,78,362T O T A L 169,03,78,517 167,12,51,882


158

30. Enterprises Consolidated as Subsidiary in accordance with AS-21 - Consolidated Financial Statements:

S.No. Name of the CompanyCountry of

Incorporation

Proportion(s) of shareholding

as at 31.03.2016

Proportion(s) of shareholding

as at 31.03.2015Indian:

1. Tamil Nadu Telecommunications Limited

India 49.00%* 49.00%*

2. TCIL Bina Toll Road Limited India 100.00% 100.00%3. TCIL Lakhnadone Toll Road

LimitedIndia 100.00% 100.00%

Foreign:4. TCIL Oman LLC Oman 70.00% 70.00%

*Subsidiary by virtue of control on the composition of Board of Directors.

Notes Forming Part of the Consolidated Financial Statements

29. PRINCIPLES OF CONSOLIDATION:

The Consolidated Financial Statements consist of Telecommunications Consultants India Limited (“the Company”) and its subsidiary companies & Joint Ventures (JV) (collectively referred to as “the Group”). The Consolidated Financial Statements have been prepared on the following basis:

(i) The financial statements of the Company and its subsidiary companies have been combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after eliminating intra-group balances and intra-group transactions as per Accounting Standard 21 – “Consolidated Financial Statements” notified by Companies (Accounting Standards) Rules, 2006.

(ii) In case of foreign subsidiaries, being integral operations, revenue items are consolidated at the average rate prevailing during the year. All assets and liabilities are converted at the rates prevailing at the end of the year. Any exchange difference arising on consolidation is charged in the Statement of Profit & Loss.

(iii) Interests in Joint Ventures have been accounted by using the proportionate consolidation method as per Accounting Standard 27 – “Financial Reporting of Interests in Joint Ventures” notified by Companies (Accounting Standards) Rules, 2006.

(iv) The Financial Statements of the Subsidiaries and Joint Ventures used in the consolidation are drawn up to 31st March, 2016. The list of Subsidiary Companies and Joint Ventures which are considered in the consolidation are stated in Note No. 30 & 31 respectively.

(v) Unaudited financial statement of TCIL Oman LLC being Subsidiary and Intelligent Communications Systems India Limited and United Telecom Limited being Joint Ventures, have been considered for consolidation. These have been consolidated on the basis of Unaudited Financial Results drawn upto 31.03.2016, certified by the management.

(vi) There are no transactions in the case of Joint venture Company in Nigeria namely Telecommunications Consultants Nigeria Limited, as a result no transactions have been considered in the consolidated account. The same is defunct for a number of years. Accordingly, not considered in Consolidation.


159

31. Enterprises Consolidated as Joint Ventures in accordance with AS-27 – Financial Reporting of Interests in Joint Ventures are as follows:

S.No. Name of the CompanyCountry of

Incorporation

Proportion(s) of ownership Interest as at

31.03.2016

Proportion(s) of ownership

Interestas at 31.03.2015

Indian:1. Bharti Hexacom Limited India 30.00% 30.00%2. TBL International Limited

(formerly TCIL Bellsouth Limited),India 44.94% 44.94%

3. Intelligent Communications Systems India Limited

India 36.00% 36.00%

Foreign4. United Telecom Limited Nepal 26.66% 26.66%

32. Additional Information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary & Joint Ventures.

(` In lakhs)

Name of the Entity

Net assets, i.e. total assets minus total Liabilities

Share in profit or loss

As % of consolidated

net assetsAmount

As % of consolidated Profit & Loss

Amount

HOLDING COMPANYTelecommunications Consultants India Limited

22.05% 52,273.83 12.05% 3,651.94

SUBSIDIARIES:IndianTamil Nadu Telecommunications Limited

-2.26% -5,350.38 -5.26% -1595.42

TCIL Bina Toll Road Limited -0.01% -28.22 -3.44% -1043.20TCIL Lakhnadone Toll Road Limited

0.96% 2,286.46 -0.01% -4.23

ForeignTCIL OMAN LLC 0.11% 259.76 0.00% -0.35Minority Interests in all Subsidiaries 0.04% 77.92 0.00% 0.00JOINT VENTURES:IndianBharti Hexacom Limited 79.18% 1,87,695.00 99.90% 30,285.00TBL International Limited 0.07% 174.27 0.03% 9.03Intelligent Communications Systems India Limited

0.24% 578.91 0.48% 145.53

ForeignUnited Telecom Limited -0.35% -830.70 -3.74% -1,133.34


160

33. In respect of Jointly Controlled Entities, the Company’s Share of Assets, Liabilities, Income and Expenditure of the Joint Venture Companies are as under:

(` In lakhs)

Particulars As at 31st March, 2016 As at 31st March, 2015

(i) Assets

Fixed Assets 1,22,477.69 87,338.38

Non - Current investment 0.07 0.07

Non - Current Assets 1,17,668.04 1,48,245.61

Current Investment -

Current Assets 18,719.62 14,334.65

(ii) Liabilities

Long Term Borrowing 22,431.00 14,400.00

Non - Current Liabilities and Provisions 6,598.45 6,147.51

Short Term Borrowings 1,961.76 27,527.30

Current Liabilities and Provisions 40,274.77 40,813.96

(iii) Income 1,59,941.58 1,44,955.29

(iv) Expenses 1,14,311.76 1,08,897.00

34. Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 relating to subsidiary companies and Joint Ventures:

PART “A”: SUBSIDIARIES(` In lakhs)

ParticularsTamil Nadu Telecommu- nications Ltd.

TCIL OMAN LLC

TCIL Bina Toll Road Ltd.

TCIL Lakhnadone

Toll Road Ltd.

Share Capital 4,567.62 258.13 1,957.00 2,311.00

Reserves & Surplus -9,918.00 1.63 -1,985.22 -24.53

Total Assets 3,386.99 261.68 11,723.25 7,695.17

Total Liabilities 8,737.37 1.92 11,751.40 5,408.82

Investments - - - -

Turnover 418.56 - 485.16 -

Profit before Taxation -1,595.42 -0.35 -1,043.20 -4.23

Provision for Taxation - - - -

Profit after Taxation -1,595.42 -0.35 -1,043.20 -4.23

Proposed Dividend - - - -

% of Holding 49% 70% 100% 100%


161

Statement Pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures:

PART “B”: ASSOCIATES AND JOINT VENTURES

Name of The Joint VenturesBharti

Hexacom Limited

TBL International

Limited

Intelligent Communi

cations Systems

India Limited

United Telecom Limited

Telecommu nications

Consultants Nigeria Limited

1. Latest Audited Balance Sheet Date31.03.2016 31.03.2016

31.03.2016 (UNAUDITED)

31.03.2016 (UNAUDITED)

-

2. Shares of Joint Ventures held by the company on the year end

No. 7,50,00,000 87,641 36,000 57,31,900 26,000

Amount of Investment in Joint Venture (` In lakhs)

10,620.00 83.73 36.00 3,584.19 0.07

Extent of Holding % 30.00% 44.94% 36.00% 26.66% 40.00%

3. Description of how there is significant influence

Note-A Note-A Note-A Note-A Note-A

4. Reason why the Joint Venture is not consolidated

- - - -Refer Note No. 29 (vi)

5. Net worth attributable to Shareholding as per latest audited Balance Sheet (` In lakhs)

1,80,744.00 174.27 570.28 -830.70 -

6. Profit/Loss for the year

i. Considered in Consolidation(` In lakhs)

30,285.00 9.03 145.53 -1,133.34 -

ii. Not Considered in Consolidation(` In lakhs)

NA NA NA NARefer Note No. 29 (vi)

Note-+A: There is a significant influence due to percentage (%) of share capital.

35. Disclosure in respect of statement of Contingent Liabilities:

(` In lakhs)Particulars Amount as at

31.03.2016Amount as at

31.03.2015

Income Tax matters not acknowledged as debts [see (i) below] 3,871.83 3,205.66

Sales Tax matters not acknowledged as debts [see(ii)below] 631.26 849.30

Disputed Claims not acknowledged as debts [see(iii) below] 33,806.39 28,778.56

Other matters 5,105.00 4,203.55

(i) Income Tax Matters

Provisions have been made for the current Income Tax as per the provisions of Tax laws prevailing in India and abroad and are based on the decision of the Appellate Authorities. The assessment of the company u/s 143(3) of Income Tax Act, 1961 has been completed up to AY 2013-14. However, no provision is considered necessary in respect of issues, which are subject matter of appeals, filed with Appellate Authorities (either by the company or by the revenue department).


162

(ii) Sales Tax

A demand has been raised by Uttarakhand Trade Tax Department for the Assessment Year 2002-03 to 2006-07 which has not been acknowledged by the Company as debt in view of Judgment of Uttarakhand High Court for the Year 1997-98 to 2001-02 in favour of the Company. The Company is in appeal against the said demand with Appellate Authority.

(iii) Disputed Claims

No provision has been made for disputed claims and interest thereon, which are in the course of adjudication either before any court of law or under any arbitrator as the Company has not acknowledged these claims as debts. Similarly, counter claims filed by the Company amounting to ` 7,317.61 Lakhs (Previous Year ` 6,502.35 Lakhs) has also not been accounted for.

It is not practically possible to disclose the uncertainties relating to any outflow.

(iv) In respect of one of the Subsidiary:

a. Commercial Tax Department had demanded a sum of ̀ 186.09 lakhs as Additional Sales Tax in respect of Financial Year 2000-2001 and 2001-2002 (up to November 2001). The Subsidiary Company has obtained a Stay from Madras High Court against the collection of above demand by depositing a sum of ` 75 lakhs with Commercial Tax Department as directed by the High Court while granting the stay. As the demand is disputed, the same is not provided for in the accounts. The case came up for hearing during November, 2011 and directions were issued to post the case along with the writ appeal before the Bench in another similar case where the judgment is in favour of the assessee.

b. The Sales Tax department has demanded a sum of ` 22.95 lakhs during the financial year 2006-07 for non submission of “C” Forms from BSNL / MTNL pertaining to AY 2001-02, 2002-03 and 2003-04. The Govt. has exempted “C” forms in respect of inter-state sales to BSNL / MTNL. The Subsidiary Company has represented to the Department and also referred the matter to BSNL / MTNL.

c. The Custom Authority has demanded an amount of ` 31.55 Lakhs towards difference in classification of Optical Fiber Cables during the year 2006-07. However the order of the Commissioner of Customs has come in favour of the Subsidiary Company during the year 2009-10 dropping the proceedings. Department has gone for appeal against the order.

(v) In respect of one of the Joint Ventures:

a. M/s D.M. Systems (P) Ltd. V/S ICSIL, suit for recovery of ` 19,75,518 /-. The decision of the Court order taken on 30.07.2014, for which ICSIL further proceeded to file application in Saket Court to set aside the ex-Parte decree dated:30.07.2014

b. Muzzaffer Majeed Dar & Anr. V/S Union of India, wherein the exact anticipated liability cannot be specifically ascertained, since the nature of the case revolves around rehabilitation of two technicians who claim to be ICSIL employees. If the matter was to be decided in their favour, the court could order ICSIL to pay them accrued salaries, as well as the relevant cost to give them appropriate employment.

c. Jaubir S. Baliyan V/S ICSIL & Ors, wherein the petitioner has sought interest @15% per annum on Arbitral Award(dated 17.05.2012) sum of ` 5,29,760 /-. The petition has been filed on 13.08.2012. Additionally, the petitioner has also sought ` 59,946.75 /- towards a certain outstanding maintenance charges, and cost of arbitral proceedings.

(i) Income Tax: The JV has received demands from Income tax authorities in relation to certain disallowances in previous assessment years and non-deduction of TDS (tax deducted at source) on amount paid to operators towards roaming and margin of prepaid distributors.

(ii) The Aggregate Advance income tax /TDS (Dr) ` 7,69,68,626/- (Previous Year ` 9,42,52,342/-) and Aggregate provision for tax on income (Cr.) ` 5,63,99,880/- (Previous Year ` 4,38,94,906/-) are pending set-off against each other.


163

(iii) Sales and Service Tax: The JV has received demands from service tax authorities in relation to Service Tax levy on sale of sim cards and CENVAT claimed on tower and related material.

(iv) There is a service tax liability of ` 50, 22,373/- not provided for in accounts. Although this is being contested; but it is likely that the company would be required to meet this obligation in future.

(v) Custom Duty: The custom authorities demanded custom duty for the imports of special soft-ware on the ground that this would form part of the hardware on which it was pre-loaded at the time of import. The view of the JV is that such imports should not be subject to any custom duty as it would be operating software exempt from any custom duty. In response to the application filed by the JV, the Hon’ble CESTAT has filed an appeal with Hon’ble Supreme Court against the CESTAT order.

(vi) Entry tax: Entry tax is levied on receipt of material from outside the state. This position has been challenged by the JV in the respective states, on the grounds that the specific entry tax is ultra virus the Constitution. Classification issues have also been raised whereby, in view of the JV, the material proposed to be taxed is not covered under the specific category.

(vii) Department of Telecommunications (‘DOT’) demands

a. The JV has not been able to meet its roll out obligations fully due to certain non-controllable factors like Telecommunication Engineering Center testing, Standing Advisory Committee of Radio Frequency allocations clearance, non-availability of spectrum, etc. The JV has received show cause notice from DOT for one of its circle for non-fulfillment of its roll out obligations and these have been replied to. DOT has reviewed and revised the criteria and there has been no further development on this matter since then.

b. DOT demands includes alleged short payment of license fee for financial year 2006-07 and financial year 2007-08 due to difference of interpretation of Adjusted Gross Revenue (‘AGR’) between the JV and DOT and interest thereon, against which the JV has obtained stay from appropriate Hon’ble High Court and TDSAT. TDSAT has pronounced its judgment on April 23, 2015 thereby setting aside the impugned demands raised by DOT and directed to rework the license fees payable in light of the judgment and to issue fresh demands. Pursuant thereto Union of India (UOI) and the Group (on limited heads of revenue) along with various other operators have filed appeals/cross appeals before the Hon’ble Supreme Court of India. The Hon’ble Supreme Court of India issued notice in the appeals and has declined to grant any interim relief to UOI. The appeals tagged together came up for hearing on February 29, 2016 and the Supreme Court allowed DOT to raise demands as per its understanding with the condition that the demands raised will not be enforced till the final decision of the Supreme Court. The matter is listed for hearing on July 12, 2016 DOT demands also include demands raised for contentious matters relating to computation of license fees and spectrum charges.

c. DOT demands also include the contentious matters in respect of subscriber verification norms and regulations including validity of certain documents allowed as proof of Address/ identity in certain mobility circles.

d. DOT demand also include penalty for alleged failure to meet the procedural requirement for submission of Electro Magnetic Field (EMF) radiation self-certification.

The above stated matters are being contested by the JV and the JV, based on legal advice, believes that it has complied with all license related regulations as and when prescribed and does not expect any loss relating to these matters.

In addition to the amount disclosed in the table above, contingent liability on DoT matters includes the following:

e. Post the Hon’ble Supreme Court Judgment on October 11, 2011 on components of Adjusted Gross Revenue for computation of License fee, based on the legal advice, the JV believes that the realized and unrealized foreign exchange gain should not be included in Adjusted Gross


164

Revenue (‘AGR’) for computation of license fee thereon. Accordingly, the license fee on such foreign exchange gain has not been provided in these financial statements. Also, due to ambiguity of interpretation of ‘foreign exchange differences’, the license fee impact on such exchange difference is not quantifiable and has not been included in the table above.

Further, as per the Order dated 1st February 2013 of the Guwahati High Court, stay has been obtained, wherein the licensee can continue making the payment as was being done throughout the period of license on telecom activities. Further as stated in point (ii) above, TDSAT has pronounces its judgment on April 23, 2015, directing DoT to rework and issue fresh demands to the operators.

f. On January 8, 2013, the DoT issued a demand on the Holding company of JV for ` 6590 lakhs towards levy of one time spectrum charge relating to the JV. The demand includes a retrospective charge of ` 1500 Lakhs for holding GSM spectrum beyond 6.2 MHz for the period from July 1, 2008 to December 31, 2012 and also a prospective charge of ̀ 5090 Lakhs for GSM spectrum held beyond 4.4 MHz for the period from January 1, 2013, till the expiry of the initial terms of the respective licenses.

In the opinion of the JV, inter-alia, the above demand amounts to alteration of financial terms of the licenses issued in the past. Based on a petition filed by the Holding company of JV, the Hon’ble High Court of Bombay, vide its order dated January 28, 2013, has directed the DoT to respond and not to take any coercive action until the next date of hearing is awaited.

(vi) Access Charges (Interconnect Charges)/Port Charges:

i) Interconnect charges are based on the Interconnect Usage Charges (UC) agreements between the operators although the ICU rates are governed by the IUC guidelines issued by Telecom Regulatory Authority of India (TRAI). BSNL has raised a demand requiring the Company to pay the interconnect charges at the rates contrary to the guidelines issued by TRAI. The Company filed a petition against that demand with the Telecom Disputes Settlement and Appellate Tribunal (TDSAT) which passed a status quo order, stating that only the admitted amounts based on the regulations would need to be paid by the Company. The final order was also passed in Company’s favour. BSNL has challenged the same in Hon’ble supreme Court. However, no stay has been granted.

ii) In another proceeding with respect to Distance Based Carriage, the Hon’ble TDSAT in its order dated may 21, 2010, allowed BSNL appeal praying to recover distance based carriage charges. On filing of appeal by the Telecom Operators, Hon’ble Supreme Court asked the Telecom Operators to furnish details of distance based carriage charges owned by them to BSNL. Further, in a subsequent hearing held on August 30, 2010, Hon’ble Supreme Court sought the quantum of amount in dispute from all the operators as well as BSNL and directed both BSNL and private telecom operators to furnish call data record (CDRs) to TRAI. The CDRs have been furnished to TRAI.

iii) In another issue with respect to Port Charges, in 2001, TRAI has prescribed slab based rate of port charges payable by private operators which were subsequently reduced in the year 2007 by TRAI in 2012 on BSNL’s appeal TDSAT passed its judgment in favour of BSNL, and held that the pre-2007 rates shall 2012. On BSNL’s appeal, TDSAT declined to stay the revised regulation.

Further, the Hon’ble Supreme Court vide its judgment dated December 6,2013, passed in another matter, held that TRAI is empowered to issue regulation on any matter under Section 11(1)(b) of TRAI Act and the same cannot be challenged before TDSAT. Accordingly, all matters raised before TDSAT wherein TDSAT had interfered in Appeal and passed judgments, do not have any significance. However, parties can file Writ Petition before High Court challenging such regulations.

The Company believes that the above said judgment has further strengthened the position of the company on many issues with respect to Regulations which had been in its favour and impugned before TDSAT.


165

36. Consolidated Details of Guarantee given:(` In lakhs)

Particulars Amount as at 31.03.2016

Amount as at 31.03.2015

A.Bank Guarantee Outstanding 46,738.13 44,799.22Expired Bank Guarantees 893.98 6,016.50Bank Guarantees given on behalf of TTL 665.71 967.76Bank Guarantees given on behalf of TTL, since expired 0.95 117.18Corporate Guarantees 157.11 1053.04B. Letter of Credits 4,449.13 738.57C. Capital and Other Commitments 4,864.94 7,521.00

37. Balances of Debtors and Creditors of the Group including BSNL, MTNL, MPRRDA, GAIL, PGCIL and others are subject to confirmation and reconciliation.

38. (i) Consolidated Details of Foreign Currency (Unhedged) Exposure:


Rupees Foreign Currency

Rupees Foreign Currency

Import Creditors

(Unhedged)

` 46,11,38,320.40 US $ 7,604,345.46 ` 86,52,41,335.50 USD 13,799,343.07

Unsecured Loans (Banks)

` 47,78,280.00

` 5,13,48,835

USD 72,000

USD 7,76,377.54

` 23,53,27,703.00 USD 37,55,479.00

(ii) Consolidated Details of Amount receivable in Foreign Currency (Unhedged) on account of the following:

Particulars As on 31st March 2016 As on 31st March 2015Rupees Foreign

CurrencyRupees Foreign

CurrencyExport Debtors 26,13,090.00 USD 39,374.51 26,84,212.00 USD 42,836.01Call Deposit

/Current Account with Banks

23,67,66,271.31 USD 35,67,637.63 7,71,651.72 USD 12,314.417,353.29 GBP 77.21 7,106.09 GBP 76.75

1,19,999.25 EUR 1,600.15 1,91,638.32 EUR 2,831.64

(iii) Overseas Projects / Branches: Project periods typically range from 1 to 3 years. Payables/ Receivables being in the same currency, unhedged portion represents surplus to be repatriated to India after the end of the project, which is hedged on ascertainment of surplus at the time of repatriation.

39. A) Income / Expenditure in Foreign Currency (` in Lakh)Description Year Ended

31-03-2016

Year Ended

31-03-2015 Inflow Amount repatriated from Foreign Projects 4,047.07 3,980.95ExpenditureImport on CIF Basis(Traded Goods) 2,114.39 1,128.64Contractual Payments 189.06 -Others 239.12 238.82


166

B) Consumption of Imported and Indigenous Material Consumed (` in Lakhs)

Item2015-16 2014-15



a) Imports:Raw Materials 62.86 1.05 327.45 4.38Stores & Spares - - 1.54 0.02Loose Tools - - - -b) Indigenous:Raw Materials 181.12 3.02 745.05 9.97Stores & Spares 5,645.20 94.17 6,375.07 85.33Loose Tools 105.87 1.76 22.34 0.30TOTAL 5,995.05 100.00 7,471.45 100,00

40. The Group wherever, has not received any information from suppliers regarding their status under the Micro, Small and Medium enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/ payable as required under the said Act could not be ascertained.

In respect of one of the JV:

There is no amount payable to micro and small enterprises as of March 31, 2016 and as of March 31, 2015 based on the information available with the JV and the confirmation received from the creditors till the year end. Accordingly, disclosures as required under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) are not applicable.

41. (a) In Kuwait, transactions including purchase of assets in connection with the contracts have been carried out in the name of Agents/JV companies. The written down value of Fixed Assets in the name of Agents/JV companies amounts to ` 553.52 Lakhs (Previous Year ` 501.65 Lakhs).

(b) The company has undertaken three projects on Built- Operate- Transfer (BOT) basis as per the Concession Agreement with the government authorities of the three two are being operated through separate SPVs. Under the agreements, concession periods for toll collection or annuity payments range from 15 to 25 years. At the end of the said concession period, the entire facilities are to be transferred to the concerned government authorities.

(c) The aggregate amount of revenues and profits/(losses) before tax (net) recognized during the year in respect of construction services related to BOT projects is ` 3341.00 Lakhs (Previous Year ` 3,849.50 Lakhs) and ` (19.94) Lakhs (Previous Year ` (251.06) Lakhs) respectively.

(d) The Company has given unsecured loans of ` 588.50 Lakhs (Previous Year ` 486.70 Lakhs ) to TCIL BINA TOLL ROAD LIMITED and ` 118.80 Lakhs (Previous Year ` 418.50 Lakhs) to TCIL LAKHNADON TOLL ROAD LIMITED which are 100% subsidiaries of The Company, as the right of collection of toll is vested in them.

42. Investments in ventures in India and outside India are classified as long term investments and are valued as per Accounting Policy No.1.8.During the year, the Company has received dividend of ` 2707.20 Lakhs from Joint Venture Companies.

43. a) The company has decided to pay 15% perks (in addition to 10% being already paid) w.e.f 01-04-2014 to employees on IDA pattern and children education allowance & transport allowance as per rates prescribed in 6th pay commission to employees on CDA pattern w.e.f. 01-04-2014. Accordingly, Provision for perks benefits of ` 740.84 Lakhs has been made during the year.


167

b) The company is planning to introduce Defined Contribution Superannuation Pension Scheme for its regular employees w.e.f. 01-04-2014. The company shall be contributing 5% of salary (Basic and Dearness Allowance) towards employer contribution. Provision amounting to ` 456.52 Lakhs has been made in the books of accounts for the Financial Year 2015-16 for the purpose.

44. During the year, the company has written back ` 1,308.03 Lakhs towards liabilities/provisions, made in earlier years, which are no longer required.

45. In accordance with Accounting Standard – 5, Prior Period Income & Expenditure items in Statement of Profit & Loss are given hereunder

(Amount in `)

Description 2015-16 2014-15Prior Period itemsINCOMEa) Project Income 1,05,97,836b) Other Income -Total Income (I) 1,05,97,836EXPENDITUREa) Stores, Spares & Loose Tools Consumed -b) Sub Contractors 5,25,000 81,17,272c) Other Expenses -d) Depreciation -e) Loss/( Profit) on scrapping / Sale of Assets (9,400) 11,10,709Total Expenditure (II) 5,15,600 92,27,981

Net Income (I-II) (5,15,600) 13,69,855

46. Disclosure as per Revised Accounting Standard on “Accounting for Construction Contracts” (AS-7) issued by the Institute of Chartered Accountants of India with regard to Turnkey Contracts awarded to the company on or after 1.4.2002:

(` In lakhs)

S. No. PARTICULARS 2015-16 2014-151 Contract revenue recognized for the year 73,253.76 30,946.332 The aggregate amount of cost incurred and recognized

profits(less recognized Losses) in respect of work in progress upto the Reporting Date.

2,08,025.81 1,57,822.60

3 Amount Due from customers 51,383.41 31,341.904 Advances received from customers & outstanding as at

the year-end.10,534.53 6,494.49

5 Retention Money outstanding as at the year end 2,941.30 2,399.03

47. Tamil Nadu Telecommunications Ltd (TTL), a subsidiary company presently do not have orders in hand and production is temporarily under suspension. In view of this, there is no virtual certainty of realization of interest owed by them to the company.

Hence, the company has not recognized interest income to the tune of ` 811.50 Lakhs during the year in compliance of AS-9 ‘Revenue Recognition’.


168

48. Disclosure as per AS-15

In compliance with AS 15 (Revised ), the Group’s Employee Benefits plans are given hereunder

The Consolidated status of “Gratuity Funds”, “Post Retirement Medical Scheme” and “Leave Encashment” based on actuarial valuation are as follows:

(` In lakhs)

Sl. No.

Particulars

Gratuity Gratuity Post Retire-ment

Leave Encashment

(Funded) (Unfunded) Medical Plan (Unfunded)

(Unfunded)

1 Change in present value of obligationsPresent value of obligations as at 01.04.15

2,243.75 159.03 543.02 1,374.49

Interest cost 179.62 12.70 43.44 111.38Current service cost 96.92 29.66 0.00 222.59Benefits paid -252.04 0.00 -22.41 -433.21Acquisitions/ Transfer in/ Transfer Out

-3.00 0.00 0.00 -3.00

Actuarial (gain)/loss on obligations 65.80 -4.71 13.76 198.91Present value of obligations as at 31.03.2016

2,331.05 196.68 577.81 1,471.16

2 Changes in the fair value of plan assetsFair value of plan assets as at 01.04.15 2,222.92 0.00 0.00 0.00Expected return on plan assets 177.05 0.00 0.00 0.00Contribution 0.00 0.00 0.00 0.00Benefits paid -234.04 0.00 0.00 0.00Amount Received on redemption of plan assets

0.00 0.00 0.00 0.00

Actuarial gain/(loss) on plan assets 0.00 0.00 0.00 0.00Fair value of plan assets as at 31.03.2016 2,165.93 0.00 0.00 0.00

3 Fair value of plan assetsFair value of plan assets as at 01.04.15 2,222.92 0.00 0.00 0.00Actual return on plan assets 177.05 0.00 0.00 0.00Contributions 0.00 0.00 0.00 0.00Actuarial (gain)/loss on plan assets 0.00 0.00 0.00 0.00Benefits paid -234.04 0.00 0.00 0.00Fair value of plan assets as at 31.03.2016 2,165.94 0.00 0.00 0.00Funded / (Unfunded) status -165.12 -196.68 -577.81 -1,471.16Excess of Actual over estimated re-turn on plan assets

4 Actuarial gain /loss recognized as at 31.03.2016Actuarial (gain) / Loss on obligations 65.80 -4.71 13.76 198.91Actuarial (gain)/Loss for the year-Plan assets

0.00 0.00 0.00 0.00

Actuarial (gain)/Loss on obligations 65.80 -4.71 13.76 198.91Actuarial (gain)/Loss recognized in the year

65.80 -4.71 13.76 198.91


169

5 Amounts to be recognized in the Balance sheet and Statement of Profit & Loss Present value of obligations as at 31.03.2016

2,331.06 196.68 -577.81 1,334.60

Fair value of plan assets as at 31.03.2016

2,165.93 0.00 0.00 0.00

Funded status -165.12 -196.68 -577.81 -1,471.16Net assets (liability) recognized in bal-ance sheet

-165.12 -196.68 -577.81 -1,471.16

6 Expenses recognized in Statement of Profit & lossCurrent service cost 96.92 29.66 0.00 222.59Interest cost 179.62 12.70 43.44 111.38Expected return on plan assets -177.05 9.88 0.00 0.00Net actuarial (gain)/loss recognized in the year

65.80 -4.71 13.760 195.91

Expenses recognized in Statement of Profit & loss

165.29 47.53 57.20 529.89

49. Disclosure as per AS-17 ‘Segment Reporting’

A. Primary Segment

Segment Reporting has been identified as per criteria specified in Accounting Standard (AS)-17 “Segment Reporting”. The segment composition of the Group is identified as under:-

• Telecommunications Projects

• Civil /Infrastructure Projects

• Consultancy and Service Contracts

• Trading Activities.

• Mobile Services

• Other Operating Revenue.

Segments Revenue, Results, Assets and Liabilities include amounts identified to each segment. Other un-allocable Expenditure includes Revenue and Expenses which are not directly identifiable to the individual segments.

B. Secondary Segment

Two Secondary Segments have been identified based on Geographical location of the customers.

• In India

• Outside India.


170

Par

ticu

lars

Tele

com

mu

nic

atio

ns

Pro

ject

sC

ivil

/ In

fras

tru

ctu

re

Pro

ject

sC

on

sult

ancy

an

d

Ser

vice

co

ntr

acts

Tra

din

g ac

tivi

ties

Mo

bile

Ser

vice

sO

ther

sU

nal

loca

ble

TO

TA

L

2015

-16

2014

-15

2015

-16

2014

-15

2015

-16

2014

-15

2015

-16

2014

-15

2015

-16

2014

-15

2015

-16

2014

-15

2015

-16

2014

-15

2015

-16

2014

-15

1A

. S

EG

ME

NT

RE

VE

NU

E

Exte

rnal

Tur

nove

r 6

4,54

5.14

1

6,19

3.94

9

,759

.82

15,

249.

86

35,

062.

98

37,

013.

00

26,

905.

14

15,

981.

05

155

,818

.24

141

,009

.00

1,3

88.9

0 4

82.5

4 (

0.00

) 2

93,4

80.2

2 22

5,92

9.39

Inte

r Se

gmen

t T

urno

ver

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Tota

l64

,545

.14

6,1

93.9

4 9

,759

.82

15,

249.

86

35,0

62.9

8 37

,013

.00

26,9

05.1

4 5

,981

.05

155,

818.

24

141,

009.

00

1,38

8.90

4

82.5

4 -

(

0.00

) 9

3,48

0.22

2

5,92

9.39

2S

egm

ent

Res

ult

b

efo

re

Inte

rest

an

d T

axes

12

,757

.09

4,3

44.8

1 (1

,779

.76)

1,0

24.2

6 8

,401

.28

12,7

89.6

4 (

990.

84)

2,5

77.7

2 4

7,21

3.88

5

7,98

5.76

1,

388.

55

469

.40

(5,9

09.3

6) (

4,18

2.90

) 6

1,08

0.84

7

5,00

8.69

Less

: Int

eres

t Ex

pens

e 2

68.7

0 (

9.97

) 4

38.6

1 (

1,32

7.13

) 3

50.2

0 (

238.

21)

1,1

23.9

0 (

228.

55)

1,1

99.2

2 (

333.

00)

-

971

.28

(86

6.89

) 4

,351

.91

(3,

003.

75)

Add

: Int

eres

t In

com

e 8

.29

4.9

3 4

.96

3.0

3 4

4.99

4

1.43

0

.89

0.8

6 9

0.00

2

46.0

0 0

.37

0.8

6 1

06.1

5 1

17.9

9 2

55.6

5 4

15.1

0

Add

: Pri

or p

erio

d in

com

e (n

et)

-

-

-

-

-

-

-

-

-

Add

: Oth

er in

com

e/ex

p (

4,69

0.06

) (

2,10

8.16

) (

649.

51)

(1,

719.

96)

(2,

202.

05)

(8,

005.

98)

(24

9.12

) (

2,38

0.73

) (

11,1

99.0

0) (

2.14

) (

114.

84)

(37

4.90

) (

7,90

5.58

)

(25,

790.

87)

Add

: Exc

eptio

nal I

tem

-

-

-

-

1.2

1 -

(

606.

00)

-

-

-

-

-

Pro

fit b

efo

re t

ax 7

,806

.62

2,2

31.6

1 (2

,862

.92)

(2,0

19.8

0) 5

,894

.02

5,0

63.3

0 (

113.

96)

426

.40

45,

408.

66

46,

699.

76

1,38

8.92

4

68.1

2 (6

,889

.33)

(5,

306.

70)

49,

079.

00

46,

629.

17

Cur

rent

tax

4.0

7 -

-

-

4

5.33

-

1

6,03

2.00

1

7,37

6.00

2

,252

.62

605

.98

18,

288.

69

18,

027.

31

Frin

ge B

enef

it T

ax -

-

-

-

-

-

-

-

-

-

Def

erre

d T

ax (

0.03

) -

-

1

51.6

5 -

2

25.0

0 (

1,10

1.00

) (

1,60

9.87

) (

365.

46)

(1,

384.

90)

(1,

314.

81)

Pro

fit a

fter

tax

7,8

02.5

8 2

,231

.61

(2,8

62.9

2)(2

,019

.80)

5,8

94.0

2 5

,260

.28

(11

3.96

) 4

26.4

0 2

9,15

1.66

3

0,42

4.76

1,

388.

92

468

.12

(7,5

32.0

8) (

5,54

7.22

) 3

2,17

5.21

2

9,91

6.67

3O

ther

In

form

atio

n

Segm

ent

Ass

ets

81,

117.

50

27,

724.

44

42,

798.

04

38,

827.

40

52,

642.

28

65,

488.

55

24,

127.

37

13,

279.

43

256

,454

.16

234

,543

.00

261

.69

125

.21

20,

017.

17

39,

421.

24

477

,418

.21

19,

409.

27

Segm

ent

Liab

ilitie

s 7

0,12

2.67

1

5,75

7.49

1

3,36

1.09

3

1,55

1.49

4

0,89

1.60

5

3,44

0.59

2

6,62

9.89

1

1,10

0.56

6

9,58

9.86

8

5,05

3.00

1

.92

1.1

5 3

3,60

5.37

3

2,61

3.49

2

54,2

02.4

0 22

9,51

7.77

Cap

ital E

xpen

ditu

re 1

83.5

0 1

44.9

4 4

.27

12,

089.

76

137

.81

55.

25

1.4

7 2

2.85

1

9,32

0.07

1

9,72

5.00

-

7

9.40

2

97.8

1 1

9,72

6.52

3

2,33

5.61

Dep

reci

atio

n 3

85.1

5 1

65.0

3 3

16.0

8 5

07.7

7 5

85.0

2 9

03.1

2 3

1.81

3

2.06

1

5,73

6.78

1

3,79

1.00

-

-

2

26.3

3 3

07.7

3 1

7,28

1.17

1

5,70

6.71

(i)

Cap

ital E

xpen

ditu

re p

erta

ins

to g

ross

add

ition

s m

ade

to F

ixed

Ass

ets

duri

ng t

he y

ear

(ii)

Segm

ent

asse

ts in

clud

e Fi

xed

Ass

ets,

Cap

ital W

ork

in p

rogr

ess,

cur

rent

ass

ets

and

Loan

s an

d A

dvan

ces

(iii)

Segm

ent

liabi

litie

s in

clud

e U

nsec

ured

loan

s, C

urre

nt L

iabi

litie

s an

d Pr

ovis

ions

(iv

) T

he fi

gure

s fo

r In

tern

atio

nal o

pera

tiins

are

als

o in

clud

ed in

abo

ve.

(i)

Pri

mar

y S

egm

ent

Info

rmat

ion

:

Gro

up’s

seg

men

t in

form

atio

n pu

rsua

nt t

o A

ccou

ntin

g st

anda

rd o

n ‘s

egm

ent

Rep

ortin

g’ (

AS-

17)

issu

ed b

y th

e In

stitu

te o

f Cha

rter

ed A

ccou

ntan

ts o

f Ind

ia a

s at

and

for

the

year

end

ed 3

1st

Mar

ch,

2016

is a

s fo

llow

s:-

(Am

ount

` la

kh)


171

ii) Secondary Segment Information :

(Rs. in Lakhs)

Particulars 2015-16 2014-15

1. Segment Revenue - External Turnover- Within India 252,594.70 192,863.27- Outside IndiaKSA 20,861.37Others 20,024.15 33,492.90

Total Revenue 293,480.22 225,929.39

2. Segment Assets

- Within India 432,640.33 377,829.01- Outside IndiaKSA 21,786.31Others 22,991.57 43,827.33

Total Assets 477,418.21 419,409.27

3. Segment Liability

- Within India 226,330.62 205,612.99

- Outside India Others 27,871.78 23,904.78

Total Liability 254,202.40 229,517.77


- Within India 19,449.52 31,718.06

- Outside India KSA 83.57 Kuwait 143.32 Others 50.11 617.55

Total Expenditure 19,726.52 32,335.61


172

50. Related Party Disclosure:

Disclosure pursuant to Accounting Standard (AS) – 18 “Related Party Disclosure” issued by the Institute of Chartered Accountants of India:

A. Key Management Personnel :

i) Chairman & Managing Director

Sh. Vimal Wakhlu (Upto 31.01.2016)

Sh. A.K.Gupta (Additional Charge as CMD since 01.02.2016)

ii) Wholetime Directors

Sh. A.K.Gupta, Director (Finance)

Sh. Rajesh Kapoor, Director (Technical)

Sh. Rajiv Gupta, Director (Projects) (Since 04.06.2015)

iii) Group General Manager (Finance & Company Secretary)

Sh. Narendra Jain

B. Subsidiary Companies

Tamil Nadu Telecommunications Ltd (TTL)

TCIL Oman LLC

TCIL Bina Toll Road Limited (TBTRL)

TCIL Lakhnadone Toll Road Limited (TLTRL)

C. Associate Companies/ Joint Venture Companies

TBL International Limited (TBL)



Telecommunications Consultants Nigeria Limited (TCNL)-Dormant Company

Intelligent Communication Systems India Limited (ICSIL)


173

TT

L

ICS

IL

TB

L

BH

L

UT

L

TC

IL B

INA

T

OL

L R

OA

D

LTD

TC

IL

LA

KH

NA

DO

NE

T

OL

L R

OA

D

LTD

TC

IL O

MA

N

LL

C

T

CN

LJo

int V

entu

re/

Sub

sida

iry

Cos

.K

ey M

gmt.

Pers

onne

l in

clud

ing

rela

tive

Tota

l

Part

icul

ars

Yea

r en

ding

20

15-1

6

Yea

r en

ding

20

14-1

5

Yea

r en

ding

20

15-1

6

Yea

r en

ding

20

14-1

5

Yea

r en

ding

20

15-1

6

Yea

r en

ding

20

14-1

5

Yea

r en

ding

20

15-1

6

Yea

r en

ding

20

14-1

5

Yea

r en

ding

20

15-1

6

Yea

r en

ding

20

14-1

5

Yea

r en

ding

20

15-1

6

Yea

r en

ding

20

14-1

5

Yea

r en

ding

20

15-1

6

Yea

r en

ding

20

14-1

5

Yea

r en

ding

20

15-1

6

Yea

r en

ding

20

14-1

5

Year

en

ding

20

15-1

6

Year

en

ding

20

14-1

5

Year

en

ding

20

15-1

6

Year

en

ding

20

14-1

5

Year

en

ding

20

15-1

6

Year

en

ding

20

14-1

5

Year

en

ding

20

15-1

6

Year

en

ding

20

14-1

5

Des

crip

tion

of n

atur

e of

tran

s-ac

tions

Turn

over

70.

55

1,05

8.66

-

-

-

-

-

-

-

-

-

--

--

--

- 7

0.55

1

,058

.66

--

70.

55

1,05

8.66

Oth

er In

com

e -

-

-

-

-

-

-

-

-

-

-

--

--

--

- -

-

-

- -

-

Purc

hase

of

Mat

eria

l -

-

-

-

-

-

-

-

-

-

-

--

--

--

- -

-

-

- -

-

Sub

Con

trac

tors

pa

ymen

t -

-

-

-

6

6.92

8

2.14

-

-

-

-

-

--

--

--

- 6

6.92

8

2.14

-

- 6

6.92

8

2.14

Empl

oyee

s Re

mun

erat

ion

&

Bene

fits

-

-

-

-

-

-

-

-

-

-

--

--

--

--

-

-

154.

9713

1.02

154

.97

131.

02

-

-

--

--

Oth

er E

xpen

ses

-

-

-

-

-

-

-

-

-

-

--

--

--

--

-

-

--

-

-

-

-

Purc

hase

of F

ixed

A

sset

s -

-

-

-

-

-

-

-

-

-

-

--

--

--

- -

-

-

- -

-

Div

iden

d/In

tere

st

Inco

me

-

774

.14

7.2

0 7

.20

-

-

2,70

0.00

1,5

00.0

0 -

-

-

--

--

--

-2,

707.

20

2,2

81.3

4 -

-2,

707.

20

2,28

1.34

-

-

Deb

tors

and

ot

her

rece

ivab

les

as a

t yea

r en

d

6,96

9.82

6,

788.

99

3.3

7 0

.72

-

-

-

-

12.

07

12.0

7 5,

876.

87

4,86

6.69

1,

187.

56

4,18

5.42

1

.40

-

--

14,0

51.0

9 15

,853

.89

--

14,0

51.0

9 15

,853

.89

Cre

dito

rs a

nd

othe

r pa

yabl

es a

s at

yea

r en

d

154

.47

142

.69

23.

27

23.

03

65.

31

114.

49

-

-

-

-

--

--

--

--

243

.05

280

.21

--

243

.05

280

.21

Bank

/Cor

pora

te

Gua

rant

ees

Giv

en 6

65.7

1 9

67.7

6 -

-

-

-

-

-

-

-

-

-

-

3

96.0

0 -

--

- 6

65.7

1 1

,363

.76

--

665

.71

1,36

3.76

Am

ount

writ

ten

off

-

-

-

-

-

-

-

-

-

-

--

--

--

--

-

-

--

-

-

-

-

Prov

ision

for

doub

tful d

ebts

3,75

1.61

-

-

-

-

-

-

-

-

-

-

--

--

--

- 3

,751

.61

-

--

3,7

51.6

1 -

Dis

clo

sure

in R

esp

ect

of

Rel

ated

Par

ty T

ran

sact

ion

s d

uri

ng

the

year

:(`

in L

akhs

)


174

51

Dis

clo

sure

in r

esp

ect

of J

oin

t Ven

ture

s as

per

req

uir

emen

t o

f Acc

ou

nti

ng

Sta

nd

ard

on

“F

inan

cial

Rep

ort

ing

of I

nte

rest

in Jo

int V

entu

res”

(A

S 2

7) is

sued

by

the

“In

stit

ute

of

Ch

arte

red

Acc

ou

nta

nts

of

Ind

ia”

List

of J

oint

ly c

ontr

olle

d en

titie

s/co

mpa

nies

and

the

ir o

wne

rshi

p pa

rtic

ular

s ar

e gi

ven

here

unde

r :

Nam

e o

f JV

Co

mp

any

% o

f ow

ner

ship

of

TC

IL%

of

own

ersh

ip o

f V

oti

ng

Pow

erD

escr

ipti

on

of

Inte

rest

Bhar

ti H

exac

om L

imite

d30

.00%

30.0

0%Jo

intly

con

trol

led

entit

y

TBL

Inte

rnat

iona

l Lim

ited

44.9

4%44

.94%

Join

tly c

ontr

olle

d en

tity

Uni

ted

Tel

ecom

Lim

ited

26.6

6%26

.66%

Join

tly c

ontr

olle

d en

tity

Tel

ecom

mun

icat

ions

Con

sulta

nts

Nig

eria

Lim

ited

(TC

NL)

40.0

0%40

.00%

Join

tly c

ontr

olle

d en

tity

(Dor

man

t C

ompa

ny)

Inte

llige

nt C

omm

unic

atio

n Sy

stem

s In

dia

Lim

ited

(ICSI

L)36

.00%

36.0

0%Jo

intly

con

trol

led

entit

y

Shar

e of

Ass

ets,

Lia

bilit

ies,

Inco

me

& E

xpen

ditu

re e

tc.

(`

in L

akhs

)

Bh

arti

Hex

aco

m

Lim

ited

TB

L I

nte

rnat

ion

al L

imit

ed

Un

ited

Tel

eco

m

Ltd

.

TC

NL

ICS

IL

Au

dit

edA

ud

ited

Un

aud

ited

Au

dit

edU

nau

dit

edU

nau

dit

edU

nau

dit

edU

nau

dit

ed

Yea

r En

ding

31-M

ar-1

631

-Mar

-15

31-M

ar-1

631

-Mar

-15

31-M

ar-1

631

-Mar

-15

31-M

ar-1

631

-Mar

-15

31-M

ar-1

631

-Mar

-15

Shar

e of

Ass

ets

253,

431.

0024

5,16

3.00

186.

3217

7.52

3,02

3.16

2,24

7.07

--

2,22

4.94

2,33

1.12

Shar

e of

Lia

bilit

ies

65,7

36.0

085

,053

.00

12.0

512

.28

3,85

3.86

1,94

4.43

--

1,65

4.66

1,87

9.06

Shar

e of

Inco

me

155,

868.

0015

2,45

4.00

45.3

244

.61

186.

6643

8.39

--

4,13

4.76

3,52

0.74

Shar

e of

Exp

ense

s10

9,32

6.00

104,

058.

0032

.24

29.5

81,

320.

011,

415.

98-

-3,

931.

303,

393.

44

TC

IL’s

sha

re i

n co

ntin

gent

lia

bilit

y of

JV

Co.

23,3

13.0

022

,977

.00

Nil

Nil

Nil

Nil

--

--

Con

tinge

nt

liabi

lity

for

join

tly

con-

trol

led

com

pany

incu

rred

by

TC

ILN

ilN

ilN

ilN

ilN

ilN

il-

--

-

Con

tinge

nt L

iabi

lity

in r

egar

d to

oth

er

vent

ures

incu

rred

by

TC

ILN

ilN

ilN

ilN

ilN

ilN

il-

--

-

TC

IL’s

sha

re in

cap

ital c

omm

itmen

t of

Jo

int

Ven

ture

Com

pany

Nil

Nil

Nil

Nil

Nil

Nil

--

--

Cap

ital c

omm

itmen

t fo

r Jo

int

Ven

ture

C

o. in

curr

ed b

y T

CIL

Nil

Nil

Nil

Nil

Nil

Nil

--

--


175

52. Disclosure as per Accounting Standard on ‘Leases’ (AS-19) issued by the Institute of Chartered Accountants of India in respect of financial lease entered on or after 01.04.2001 is as follows :

(i) Operating Leases

The Company has taken office space, accommodations for staff and space for stores on lease. These are classified as operating leases. Lease payments in respect of office space and stores amounting to ` 961.13 Lakhs (Previous year ` 874.78 Lakhs) are shown under Note 27 ‘Administrative and Other Expenses’. Lease payments in respect of accommodations for staff amounting to ` 238.65 Lakhs (Previous year ` 208.59 Lakhs) form part of Note 25 ‘Employee Benefits Expense’.

(ii) Operating Lease – As a Lessees

The lease rental charges during the year for cancelable / non – cancelable leases relating to rent of build-ing premises and cell sites as per the agreements and maximum obligation on long term non – cancelable operating leases are as follows :

(` In lakhs)

Particulars For the year ended 31.03.2016

For the year ended 31.03.2015

Lease Rentals (Excluding lease equalization Reserve) 11,229.00 10,203.00Obligations on non cancelable leases:Not later than one year 11,850.00 10,770.00Later than one year but not later than five years 41,091.00 41,994.00Later than five years 22,146.00 29,400.00Total 86,316.00 82,164.00

(iii) Operating Lease – As a Lessor

The future minimum lease payments receivable are:(` In lakhs)

Particulars For the year ended 31.03.2016

For the year ended 31.03.2015

Not later than one year 3,291.00 2,544.00Later than one year but not later than five years 12,543.00 10,011.00Later than five years 6,261.00 4,614.00Total 22,095.00 17,169.00

53. Basic & Diluted Earnings Per Share AS 20

In compliance with Accounting Standard (AS) -20 “Earning’s Per Share” issued by the Institute of Chartered Accountants of India, the elements considered for Calculation of Earnings Per Share (Basic & Diluted) are as under:

(Amount in `)

Description March-16 March-15Profit After Tax of the group (Rupees) 3,21,75,21,738 2,99,16,65,855Weighted Average number of Equity Shares used for comput-ing Earnings Per Share (Basic & Diluted)

4,48,61,203 4,32,00,000

Earnings Per Share (Basic & Diluted) (Rupees) 71.72 69.25Face Value Per Share (Rupees) 10.00 10.00


176

54. Disclosure as per AS-28 in respect of Impairment of Assets

As stipulated in AS-28, after due assessment, the Group is of the view that assets employed in continuing business (for the assets to which AS-28 is applicable) are capable of generating adequate returns over their useful life in the usual course of business. There is no indication to the Group of impairment of any asset and accordingly the Management is of the view that no impairment provision is called for during the year.

55. In accordance with Accounting Standard – 29, particulars of provisions are as under:(` In lakhs)

Particulars Gratuity Leave Encashment

Retirement Emp. Med. Scheme

Provision for Income Tax

Opening Balance 11.10 1,469.60 543.02 2,666.43Addition during the Year 131.14 423.00 57.20 2,218.34Withdrawn during the Year

- - - (24.76)

Paid/Adjusted/Written Off during the Year

(11.10) (423.00) (22.41) (2,195.56)

Closing Balance 131.14 1,469.60 577.81 2,664.45

Particulars Provision for Doubtful Debts

Provision for Doubtful Ad-

vances

Provision for losses in unfin-ished projects

Provision for Dimunition in value of Invest-

mentOpening Balance 1,242.96 1,821.75 30.44 543.92Addition during the Year 4,203.14 519.58 83.96 64.91Withdrawn during the Year

- - - -

Paid/Adjusted/Written Off during the Year

(395.65) (4.59) (3.65) -

Closing Balance 5,050.45 2,336.74 110.75 608.83

56. Corporate Social Responsibility:

In view of Companies (Corporate Social Responsibility Policy) Rules, 2014, the company does not have ‘Net Profits’ in terms of Rule 2(f) as defined in these rules and thus the company is not liable for undertak-ing CSR expenditure under section 135 of the Companies Act, 2013. However the company has incurred an expenditure of ` 56.00 Lakhs on CSR activities during the current financial year. Out of this an amount of ` 42.80 Lakhs has been incurred in India and ` 13.20 Lakhs in Mauritius as per the local law require-ment of Mauritius.

In respect of one of the Jointly Controlled Entity:

As per the requirements of section 135 of the Companies Act 2013, the JV was required to spend an amount of ` 2,100 lakhs (own share: ` 1,560 Lakhs) on corporate social responsibility expenditure for the financial year 2015-16. During the current financial year, the JV has spent an amount of ` 1,050 Lakhs (own share: ̀ 500 Lakhs) to Bharati Foundation towards corpus fund for the financial year 2015-16. Bharti Foundation has set up a corpus fund and utilize its interest to meet part of the operational expenses of the education program of Bharti Foundation.

57. In respect of one of the Subsidiary:

(i) After restructuring as per the Sanctioned Scheme of BIFR during 2010-11, the net worth of the Subsidiary Company was positive during 2010-11. However, during the year 2011-12 the net worth has again eroded.


177

The Subsidiary company is already under rehabilitation period as per the BIFR Sanctioned Scheme. Lack of executable orders and dull phase of Optical Fiber Cable (OFC) market from the year 2010-11 onwards is the reason for the poor performance. During the year 2012-13 the Subsidiary Company had received order from BSNL for supply of 3206 kms of OFC valuing ` 159,701,104 and successfully executed the order in time and got 50% add-on order of 1602 KMs and executed during 2013-14 valuing ` 79,800,740. These two were the only major orders executed during these two years. M/s Bharat Broadband Network Limited (BBNL), the Special Purpose Vehicle of the Government, had floated the tender towards the National Optic Fiber Network (NOFN) project to connect all the villages by broad band. The date of tender opening was 08.05.2013. Though the initial projection was 600000 KMs. the tender called for is to cover 404995 KMs under six packages based on geographical location. For this huge quantum, BBNL has fixed the delivery time frame of eight months only including initial two months for preliminary arrangements. The Subsidiary Company has participated in one package considering its production capacity to cover the quantum in the given short delivery period. The Subsidiary Company has received APO and given acceptance during February, 2014 for 5800 KMs including accessories. The value of the APO is ` 31,90,44,437. BBNL has proposed to issue PO in two phases of 50% each. During April, 2014, BBNL has issued the first 50% PO for 2900 KMs including accessories valuing `159,527,319. Delivery period was upto October, 2014. BBNL has issued the consignee details in full periodically for four months consignments of 1740 KMs only. For fifth month consignment, consignee details were provided for only 48 KMs out of 580 KMs. Hence consignee details are not provided for balance around 1112 KMs. BBNL has extended the delivery schedule by another six months beyond October, 2014. Hence the supply of balance around 1112KMs and second 50% PO for 2900 KMs may be anticipated during 2015-16 for execution. The Subsidiary Company has participated in the tender floated by BSNL for supply of 24,000 KMs of 24F HDPE DS OFC. The technical bid opened and the Subsidiary company has been technically qualified. Financial bid opened on 21.5.2015 and is under evaluation, which will be followed by e-reverse auction. Subsidiary Company is hopeful of getting orders around 2500 KMs which is projected to be executed during 2015-16. The requirement of OFC in the country is huge; however the delay in procurement is due to various procedural matters/ issues in execution of big projects by the Government Clients. The Subsidiary company is hoping to get continuous orders from 2015-16 onwards regularly since the OFC market is picking up. The order booking position is expected to be continuously good. Considering the scope during the immediate future and Telecommunications Consultants India Ltd Continuous financial support, the accounts have been prepared on going concern basis.

(ii) (a) No provision is made for one long pending debtors ` 33,950,521 (previous year ` 33,950,521) in view of the arbitration proceedings completed against the Purchaser for which the Award is received in favour of the Subsidiary Company but has since been challenged by the Purchaser in the court. Further the court remitted back the case to the Arbitrator for speaking orders which also has been awarded in favour of the Subsidiary Company after arguments, cross examinations and written submissions. During the year. The purchaser has again appealed in the court.

(b) No provision is made for ̀ 13,39,656 (previous year ̀ 13,39,656) due from RailTel which was under arbitration. In the Arbitration award, six claims were in favour of the Subsidiary Company and one against the Subsidiary Company. Subsidiary Company has appealed against the award in Delhi High Court and the proceedings are in progress.

(c) Land: The Subsidiary Company is in possession of free hold land from CMDA and the Tamil Nadu State Govt. measuring around 9.82 acres. In case of sale of CMDA land by the Subsidiary company it has to be first offered to CMDA at the same purchase price. The land can be sold to other third parties only after getting NOC from CMDA. In the case of Tamilnadu State Govt. land it is to be utilized for the purpose for which it is to be allotted and surplus land if any, has to be surrendered.

(d) Work-in progress under inventories as on 31.03.16 includes realizable scrap comprising short length cables, quality defects cables, excess production cables for operational reasons, type approval cables and disputed returned. The above items are saleable with further processing and re-testing to the same or other customers. Due provision is made in respect of non moving /slow moving WIP inventories wherever necessary.

(e) A demand was raised by Income Tax Department towards tax to be deducted at source on Royalty amounting to ` 25.42 lakhs (for the years 2000 -2001 and 2001 -2002) on the Subsidiary Company.


178

They have however, paid the entire amount of demand. Out of which ` 21.94 lakhs are kept as recoverable. Appeal filed by the company for the above is pending in the Tribunal.

(f) A civil suit has been filed by the Subsidiary Company in Delhi High court on 31.03.2011 to stay the Advance purchase order issued by BSNL, HQ for supply of 42000 kms of OFC. This is in addition to the purchase order issued during Jan, 2011 for supply of 18000 kms. The order for OFC supply is with Nylon 12 jacketing and subsequently BSNL has changed the specification with HDPE Double sheathing. During the year 2011-12 BSNL has floated tender for 42000 kms with new specification. The case in Delhi High Court against the APO is in progress. The Subsidiary Company has also taken up with BSNL for short closure of the PO for supply of 18000 KMs or to invoke the Arbitration clause. During the year the Arbitration clause has been invoked and arbitration proceedings are in progress.

(g) A writ petition has been filed by the Subsidiary Company in Madras High court during the year 2008 against BSNL for reducing the awarded rate during the scheduled delivery period, in one of their orders without giving effect to BSNL’s amendment to the ‘Fall clause’ applicable from 01.08.2005. BSNL has rejected and returned the differential claim invoice of the Subsidiary company for ` 1,39,91,251/-. This amount has been accounted during the year 2011-12 as prior period income. The case is pending in Madras High Court.

(h) There was a fire incident in the store yard of the factory on 12.01.2015 and most of the WIP inventories, part of external portion of factory building, minor part of Plant & machinery including electrical installations got damaged. Insurance claims lodged with the Insurer. The total insurance claim lodged for ` 74,723,904. Out of this, the cost of damaged WIP inventories excluding excise duty ` 62,386,677 and reimbursement of actual expenditures incurred during the fire incident ` 83,917 only have been accounted as insurance claims receivable under ‘Other Current Assets’ with credit to ‘Other Income’. The corresponding stock value of the damaged WIP reduced from the WIP inventories. For other claims, the same shall be accounted as per expenditure incurred/ insurance claims settled. The claim amount being huge, the insurance claim settlement process takes time. However, based on the surveyor’s interim report, the insurer has made provisions towards this claim to the extent of ` 65,000,000.

58. For certain items, the company and its subsidiary and joint ventures have followed different accounting policies. However, impact of the same is not material.

59. Figures pertaining to the subsidiary companies and Joint Ventures have been reclassified wherever necessary to bring them in line with the Group financial statements.

60. Previous Year Figures have been realigned/recast/regrouped wherever considered necessary.

These are the Notes referred to in Balance Sheet and Statement of Profit and Loss For and on behalf of the Board of DirectorsFor Hingorani M & Co.Chartered AccountantsFirm Regn. No.:006772N Rajesh Kapoor A.K.Gupta Director(Technical) Chairman & Managing Director DIN 06370394 & Director (Finance) DIN 03564145

(Pardeep Kumar) N. Jain A. K. Jain A.V.V. KrishnanPartner Group General Manager((F&CS) Executive Director(LPF) Executive Director(F&A)Membership No.: 085630 Date : 19 August 2016Place: New Delhi


179

COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION 143(6)(b) OF THE COMPANIES ACT, 2013 ON THE FINANCIAL STATEMENTS OF TELECOMMUNICATIONS CONSULTANTS INDIA LIMITED FOR THE YEAR ENDED 31 MARCH 2016.

The preparation of financial statements of TELECOMMUNICATIONS CONSULTANTS INDIA

LIMITED. for the year ended 31 March 2016 in accordance with the financial reporting framework prescribed

under the Companies Act, 2013 is the responsibility of the management of the company. The statutory auditor

appointed by the Comptroller and Auditor General of India under section 139(5) of the Act is responsible for

expressing opinion on the financial statements under section 143 of the Act based on independent audit in

accordance with standards on auditing prescribed under section 143(10) of the Act. This is stated to have been

done by them vide their Audit Report dated 19th August 2016.

I, on the behalf of the Comptroller and Auditor General of India, have conducted a supplementary audit

under section 143(6)(a) of the Act of the financial statements of Telecommunications Consultants India Limited

for the year ended 31 March 2016. This supplementary audit has been carried out independently without access

to the working papers of the statutory auditors and is limited primarily to inquiries of the statutory auditors and

company personnel and a selective examination of some of the accounting records. On the basis of my audit

nothing significant has come to my knowledge which would give rise to any comment upon or supplement to

statutory auditors’ report.

For and on the behalf of the Comptroller & Auditor General of India

Place : New DelhiDate : 20.09.16

Director General of Audit (Post and Telecommunication)


180

COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION 143(6)(b) READ WITH SECTION 129(4) OF THE COMPANIES ACT, 2013 ON THE CONSOLIDATED FINANCIAL STATEMENTS OF TELECOMMUNICATIONS CONSULTANTS INDIA LIMITED FOR THE YEAR ENDED 31 MARCH 2016.

The preparation of consolidated financial statements of TELECOMMUNICATIONS CONSULTANTS

INDIA LIMITED for the year ended 31 March 2016 in accordance with the financial reporting framework

prescribed under the Companies Act, 2013 is the responsibility of the management of the company. The

statutory auditor appointed by the Comptroller and Auditor General of India under section 139(5) read with

section 129(4) of the Act is responsible for expressing opinion on the financial statements under section 143

read with section 129(4) of the Act based on independent audit in accordance with the standards on auditing

prescribed under section 143(10) of the Act. This is stated to have been done by them vide their Audit Report

dated 19th August 2016.

I, on the behalf of the Comptroller and Auditor General of India, have conducted a supplementary

audit under section 143(6)(a) read with section 129(4) of the Act of the consolidated financial statements of

Telecommunications Consultants India Limited for the year ended 31 March 2016. We conducted a supplementary

audit of the financial statements of Telecommunications Consultants India Ltd, TCIL Bina Toll Road Ltd and TCIL

Lakhnadone Toll Road Limited but did not conduct supplementary audit of financial statements of Tamilnadu

Telecommunications Ltd (TTL) and Intelligent Communications Systems India Ltd, for the year ended on that

date. Further, section 139(5) and 143(6)(b) of the Act are neither applicable to Bharti Hexacom

Ltd (BHL), TBL International Ltd being private entities and TCIL Oman LLC, United Telecom

Ltd (UTL), Telecommunications Consultants Nigeria Ltd (TCNL) being entities incorporated in

foreign countries under the respective laws, for appointment of their Statutory Auditor nor for

conduct of supplementary audit. Accordingly, C& AG has neither appointed the Statutory Auditor

nor conducted the supplementary audit of these companies. This supplementary audit has been carried

out independently without access to the working papers of the statutory auditors and is limited primarily to

inquiries of the statutory auditors and company personnel and a selective examination of some of the accounting

records.

On the basis of my audit nothing significant has come to my knowledge which would give rise to any

comment upon or supplement to statutory auditors’ report.

For and on the behalf of the Comptroller & Auditor General of India

Place : New DelhiDate : 20.09.16

Director General of Audit (Post and Telecommunication)


181

NOTES


182

NOTES


183

NOTES


184

NOTES

annual report 2015-2016 - tcil

Documents