Annual Report 2016-17 - tcil-india.com · Annua Report 2016-17 | Telecommunications Consultants...

Annual Report 2016-17 | Telecommunications Consultants India Limited

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Annual Report2016-17

Telecommunications Consultants India Ltd.


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Board of Directors 4

Notice 6

Chairman’s Speech 11

Directors’ Report 15

Annexures to the Directors’ Report 37

Certificate on Corporate Governance 74

Certification/Declaration of Financial Statements by the 75

Chief Executive/Chief Finance Officer of the Company

Declaration regarding Compliance with the Code of Conduct 76

Auditors’ Report 78

Balance Sheet 86

Statement of Profit & Loss 88

Consolidated Financial Statements 149

Comments of C & AG 225

2016-17(Rs. In Million)

Turnover 12051

Profit before Tax 795

Net Worth 5889

Order Booking 13076

Foreign Exchange Earnings 689.30

Contents

Highlights

Page Nos.


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Board of Directors

Shri A. Seshagiri RaoChairman & Managing Director

(w.e.f. 28/08/2017)

Shri Rajiv GuptaDirector (Projects)

Shri A. K. GuptaDirector (Finance)

Smt. Sumita PurkayasthaDirector (Govt.Nominee)

Shri Shashi Ranjan KumarDirector (Govt. Nominee)

Shri Rajesh KapoorDirector (Technical)

Prof. Rekha JainNon-Official Director

(Independent Director)


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Board of Directors

Chairman and Managing DirectorShri A. Seshagiri Rao (w.e.f. 28/08/2017) Directors Shri A. K. Gupta Shri Rajesh Kapoor Shri Rajiv Gupta Shri Shashi Ranjan KumarSmt. Sumita Purkaystha Prof. Rekha Jain

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

Statutory AuditorsM/s Hingorani M. & Co.,Chartered Accountants,35, Netaji Subhash Marg,Darya Gang, 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,1E, 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 Moore Stephens5 Main Motor Road Congo Cross, 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.

Jammu and Kashmir Bank Ltd.Vasant Vihar, New Delhi-110057.

Registered Office

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


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

CIN : U74999DL1978GOI008911

NOTICE

Notice is hereby given that the 39th Annual General Meeting of the members of the Company will be held on Thursday, the 28th September, 2017 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, 2017 together with the Director’s Report and Auditor’s Report thereon.

2. To declare dividend for the financial year 2016-17.

3. To authorize the Board of Directors to fix Remuneration of the Statutory Auditors for the year 2017-18.

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 2017-18, 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.”

5. ENHANCEMENT OF BORROWING POWERS

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

“RESOLVED THAT pursuant to the provisions of Section 180(1) (a) and 180(1) (c ) of the Companies Act, 2013 and other applicable provisions, if any, the approval of the Shareholders of the Company be and is hereby accorded to avail bank guarantee facilities from bankers in India and abroad and also to borrow from time to time at its discretion from Company’s banker/financial institution(s)/bodies corporate in India and abroad, Central Govt./State Govt.(s), autonomous bodies or any other Govt. Organisations/Authorities including Public Sector Undertakings on such terms and conditions as to repayment, interest or otherwise as it may think fit such sums as may be necessary for the purpose of the Company upto a limit of Rs.700 crores for fund based transactions and upto a maximum of Rs.1500 crores inclusive of utilization for non-fund based transaction as well outstanding at any one time and that such borrowing shall be exclusive of temporary loans/working capital loans obtained or to be obtained by the Company from Company's Bankers/Govt. of India/Public Sector Undertakings in the ordinary course of business."


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"FURTHER RESOLVED THAT the approval of the Shareholders of the Company be and is hereby given to provide any immovable or moveable properties of the Company as security against the borrowing from the Bank(s)/Financial Institution(s)/Body(ies) Corporate in India and abroad, Central Govt./State Govt.(s), autonomous bodies or any other Govt. Organisations/Authorities including Public Sector Undertakings upto the total amount not exceeding Rs.700 crores for fund based transaction and upto maximum of Rs.1500 crores inclusive of Utilization for non fund based transaction as well.”

"FURTHER RESOLVED THAT Chairman & Managing Director be and is hereby authorised to complete all necessary formalities and to make all arrangements to deal, negotiate and to do all such deeds and acts for obtaining borrowings upto a limit of Rs.700 crores for fund based transactions and upto a maximum of Rs.1500 crores inclusive of utilization for non-fund based transaction as well outstanding at any one time and that such borrowing shall be exclusive of temporary loans/working capital loans obtained or to be obtained by the Company from Company's bankers/Govt. of India/Public Sector Undertakings in the ordinary course of business."

By order of the Board

(N. Jain) GGM(F&CS)

New DelhiDate: 08.09.2017

To

1. All Members of the Company

2. Statutory Auditors

3. Secretarial Auditor

4. 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.


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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 08.08.2017 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.

ITEM NO. 5 ENHANCEMENT OF BORROWING POWERS.

Your Company executes various consultancy and turnkey projects in the fields of Telecom, IT & Civil both in India and abroad. With the drying up of multi-lateral funding and privatization of Telecom Administration abroad, Projects are secured on the basis of open tender with stiff competition from multi-national companies. As a result, margin in each project is very low and the Payment Terms are also not favorable, as used to be earlier. These factors have resulted in higher working capital requirement for your Company. Moreover, the volume of business in your Company has also increased in the last 3 years. Your Company is negotiating with the bankers regularly and has been successful in getting funded facilities either at base rate or little over the base rate and non-funded facilities at very competitive rates. Your Company has also invested Rs 196.08 cr in JVs/Subsidiary Companies upto 31.03.2017.Further in the recent Defence & Navy Projects, your Company is required to provide Bank Guarantees for release of 40% payment against the invoices. In view of this, there is a need to approve increase in borrowing powers of the Board of Directors of your Company.

In this regard, Board of Directors in their 110th Meeting held on 21.10.1999 approved the enhancement of borrowing powers and the same was also approved by the Shareholders in their 21st AGM held on 29.09.1999. Accordingly, the Board was empowered to borrow upto a limit of Rs.400 crores for fund based transaction and Rs.800 crores inclusive of utilization for non fund based transaction as well outstanding at any one time. It is now proposed to increase the fund based limit from Rs. 400 cr. to Rs.700 cr and the total inclusive of non-fund based transaction from Rs.800 cr. to Rs.1500 cr.

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 a Special Resolution.

By order of the Board

(N. Jain) GGM(F&CS)

New DelhiDate: 08.09.2017


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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 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, 2017 together with the Director’s Report and Auditor’s Report thereon.

RESOLUTION NO. 2To declare dividend for the financial year 2016-17.


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RESOLUTION NO. 3To authorize the Board of Directors to fix Remuneration of the Statutory Auditors for the year 2017 -18.

RESOLUTION NO. 4To consider and, if thought fit, to pass with or without modification as Ordinary Resolution in connection with ratification of Remuneration payable to Cost Auditors.

RESOLUTION NO. 5To consider and, if thought fit, to pass with or without modification as Special Resolution in connection with Enhancement of Borrowing Powers

Signed this day of September, 2017

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 commencement of the Meeting

Affix Revenue Stamp

Route Map of the venue of the Meeting


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Chairman's Speech


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Chairman's Speech

Dear Shareholders,

I am glad to welcome you all on the occasion of 39th Annual General Meeting of your company. It is my pleasure to present the 39th Annual Report of your Company for the financial year 2016-17 along with highlights of achievements of the company, the Audited Annual Accounts, Board 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

At the outset, let me discuss about the Industry scenario and the Economic environment and speak about the Financial Performance of the company.

India topped the World Bank's growth outlook for the first time in the fiscal year 2015–16, during which the Economy grew 7.6%. Growth is expected to have declined slightly to 7.1% for the 2016–17 fiscal year. According to the IMF, India's growth is expected to rebound to 7.2% to end of 2017–18 fiscal, given the effects of demonetization and GST implementation.

India’s telecommunications sector continues to be an integral part of the country’s engine of growth, innovation and disruption. Indian telecom network is the second largest in the world, in terms of the number of telephone connections. India is gearing to have full tele-density by 2020. The industry is seeing unprecedented progress in terms of innovation and adoption of new technologies that elevate life in so many different ways. 4G as a technology is maturing at a much faster rate than earlier expected. Businesses have to change and understand the impact and influence of these technologies. Those who can do it faster and smarter will be the leaders in the new economic world.

With our pro-active approach to innovation, your Company is at the forefront of this transformation. The explosion of possibilities brought about by Digital technologies is changing the relationship between business and technology, driving Digital re-imagination across industries, structurally increasing

technology spending, and opening up new growth opportunities for TCIL. The advancement/growth in the Telecom Industry would definitely bring new project volume for the company.

PERFORMANCE HIGHLIGHTS

Your Company has achieved a Turnover of Rs.12051 Million during the year 2016-17 as compared to the previous year Turnover of Rs. 13582 Million. The Profit after Tax of your Company was Rs. 708 Million as against previous year’s figure of Rs. 511 Million. There has been reduction in turnover during the year 2016-17 after implementation of Ind AS, due to Dollar Devaluation, Slow Progress of Department of Posts’ Rural Information & Communication Technology (ICT) Project, NFS OFC Defence Network, NAVY and Tura Medical College Project.

DIVIDEND

This year, your Board has recommended the dividend of 10% of the Profit after Tax for Financial Year 2016-17 subject to your approval at the Annual General Meeting.

PROJECTS

During the year, TCIL continued to execute the following important and high value Projects:

- NFS OFC Defence Network Project in states of Uttarakhand, Rajasthan and UP covering a total area of around 9500 km under various Army commands. Approx. 82% of Project work has been completed and the challenging


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areas in Uttarakhand and Rajasthan are taken up for completion in 2017-18.

- Rural ICT-Hardware (RH) Project by Department of Posts, which is a part of the larger IT modernization project being undertaken by the Department of Posts. Inspite of wide coverage to remote parts of India at 1,30,000 locations, Project is expected to be completed in 2017-18.

- Navy 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. The severe challenges of access and ROW coupled with supplies are being overcome and is expected to complete by 2017-18.

- 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 also successfully completed the prestigious projects of 591 Schools in Odisha and 1110 Schools in Delhi under ICT Scheme on BOOT Basis, which are under operation.

- TCIL has successfully completed the first Phase of the Pan African e-Network project on 30th June 2017 after 8 years of continuous service provisioning and operations in 48 countries of Africa. TCIL has now been selected as the Implementing agency for execution of the second Phase of the Pan Africa e-Network Project.

- 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 has been entrusted the Fibre Infrastructure Managed Network services which includes Long Distance Network, Access Network, Metropolitan Network and FTTX Network for Eastern and Central region of Etihad Eitisalat (MOBILY) Network in Saudi Arabia.

- In Mauritius and Oman, TCIL has been executing various Network Maintenance Projects.

- Apart from above, your Company has also completed/executing various other esteemed projects both in India and abroad. The details of which have been given in the Director’s Report.

- TCIL Kuwait has also been awarded “ASSE GCC HSE Excellence Gold Award 2017” for Health, Safety and Environment (HSE) procedures in Kuwait, from American Society of Safety Engineers (ASSE), Kuwait Chapter.

MOU RATING

Your Company was rated ‘Excellent’ in its MOU Performance during the year 2015-16. This year, the company is expected to get ‘Very Good’ Rating in its evaluation under MOU due to challenges of turnover target.

FUTURE PLANS

During the year, we encountered some headwinds fuelled by currency fluctuations and other industry challenges. Despite them, we plan to strengthen our operations through a well-considered growth strategy. During the year, TCIL looks forward to venture and focus on following new areas of business like Green Telecom, Digital India initiatives, Cyber security and ICT Development, Smart cities, Homeland security projects, cloud services, Broadband, VoiP, CRM, Unified Comms, LTE, IPTV, 5G networks, Next Generation Wireless Services, Mobile applications and expansion in rural markets.

With our strategic plans and supporting structure

TCIL Kuwait receiving ASSE GCC HSE Excellence Gold Award 2017


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already identified, I believe that we are well positioned to achieve our objectives. Also, we have resolved ourselves for maintaining the current momentum of profitability, protecting the core business while building new capabilities, and diversifying by harnessing the emerging opportunities

CORPORATE GOVERNANCE

At TCIL, the philosophy of Corporate Governance focuses on creating and sustaining a deep relationship of trust and transparency with all stakeholders. TCIL is having a well defined corporate structure that establishes checks and balances and delegates decision making to appropriate levels in the organization. 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. Board is committed to ensuring that there is a strong and effective system of corporate governance in place to support the successful execution of Company’s strategy and focusing on enhancement of internal controls for compliance and governance.

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 remained focused on its social responsibilities by undertaking or supporting various CSR initiatives in diversified areas in line with the Schedule-VII of the Companies Act-2013.

During the year 2016-17, CSR project of Skill development through Telecom Sector Skill Council and setting up of Tele-education Network for delivering education in under developed regions was undertaken by TCIL. TCIL contributed some portion of its CSR Fund to Swachh Bharat Kosh.

ACKNOWLEDGEMENT

On behalf of the entire Board of Directors of TCIL, 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 thank you all for your continued trust, encouragement and support.

With renewed vigour, great confidence and relentless determination, we look forward to an exciting future ahead

Thank you very much.

Chairman & Managing Director

TCIL received PSE Excellence Award, 2016 organized by Indian Chamber of Commerce at New Delhi

Director (Finance), TCIL delivering key note address in Business Round Table Conference from India side in BRICS Communications

Ministers’ Meet at Hangawi, China


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Directors' Report


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2. Dividend and Transfer to Reserves

Subject to the approval of the Members at the Annual General Meeting, the Board of Directors of your company recommends payment of Dividend of 10% of the Profit after Tax for Financial Year

2016-17.

An amount of Rs. 664 Million has been transferred to General Reserve and Rs. 12 Million to other Comprehensive income in the year 2016-17.

Directors' Report

TO THE MEMBERS

Your Directors are pleased to present the 39th Annual Report together with Audited Financial Statement for the year ended 31st March 2017.

1. Financial Highlights

Ministry of Corporate Affairs (MCA) vide notification dated 16 February 2015 notified the Companies (Indian Accounting Standards) Rules, 2015 laying down the roadmap for application of IFRS converged standards IND AS to Indian companies other than banking companies, insurance companies and nonbanking finance companies (NBFCs). Your Company is covered under IND AS w.e.f. 1st April 2016. In compliance to Companies (Indian Accounting Standards) Rules, 2015, your Company has prepared its financial statements for FY 2016-17 with comparative figures for FY 2015-16. The Company has adjusted the impact of transition from Indian General Acceptable Accounting Principle to IND AS in the opening reserve of 1st April 2015 and in the Statement of Profit & Loss for FY 2015-16. Further as per the provisions of IND AS, the subsidiaries, joint ventures, or associate companies of your Company need to also transit towards IND AS w.e.f. 1 April 2016.

The important financial highlights for the year 2016-17 are as under: (Rs. in Million)

PARTICULARSCONSOLIDATED STANDALONE

2016-17 2015-16 2015-16 (As per Ind AS)

2016-17 2015-16 2015-16 (As per Ind AS)

Turnover including Other Income 12121 29411 13665 12051 13582 13582

Profit before Tax 1936 4908 3591 795 424 645

Provision for Tax 87 1690 135 87 59 134

Profit after Tax 1849 3218 3456 708 365 511

Profit available for appropriation 1929 3218 3536 708 365 511

Appropriation :

Dividend 36.5 36.5 21.3 36.5 36.5 21.3

Dividend Tax 7.4 7.4 4.4 7.4 7.4 4.4

Interim Dividend - - - - - -

Tax on Interim Dividend - - - - - -

Transfer to General Reserve 664 3174.1 487 664 321 486

Net Worth 24337 22322 22465 5889 5183 5236

*IND-AS has been implemented in FY 2016-17, financial figures for FY 2015-16 reinstated as per IND-AS

*There has been reduction in consolidated turnover during the year 2016-17 after implementation of Ind AS due to non inclusion of turnover of Bharti Hexacom Limited, Dollar Devaluation, Slow Progress of Department of Posts’ Rural Information & Communication Technology (ICT) Project, NFS OFC Defence Network, NAVY and Tura Medical College Project.


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3. Year in Retrospect–Standalone TCIL Operations

Your Company has achieved a Turnover of Rs. 12051 Million during the year 2016-17 as compared to the previous year Turnover of Rs. 13582 Million. The Profit after Tax of your Company was Rs. 708 Million as against previous year’s figure of Rs. 511 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.”

5. Future Plan

During the year, your company encountered some headwinds fuelled by currency fluctuations and other industry challenges. Despite them, your company plan to strengthen our operations through a well-considered growth strategy. During the year, TCIL looks forward to venture and focus on following new areas of business:

i) 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 venture into the new areas of Cloud Computing, Broadband, VoiP, CRM, Unified Comms, Wimax, LTE, IPTV, 5G networks etc.

iii) TCIL may also explore on Next Generation Wireless Services, Mobile applications and expansion in rural markets

6. Major Projects under Execution

I Domestic Projects

6.1 NFS OFC Defence Network Project

Your Company had bagged the above Project from BSNL 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 the NFS (Network for Spectrum) Defence Network. The work was awarded for setting up of the Defence OFC Network in the States of Uttarakhand, Rajasthan and Uttar Pradesh covering a total length of around 10,000 KM of Optical Fibre Cable Network. The scope of work includes design of the cable network after detailed survey of the whole route, supply of material, trenching, ducting and laying of optical fiber cable, termination and commissioning of

TCIL Officials along with Joint Secretary, Ministry of Electronics &IT, during the Opening Ceremony of World Summit on the Information

Society (WSIS) 2017 at ITU, Geneva

Trenching of OFC Laying work in progress for NFS Project in one of the difficult terrain in Uttarakhand


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exclusive optical fiber cable network system and maintenance of installed cable network for 7 years after 3 years of warranty. Total value of the work is around Rs. 20 Billion (US$ 320 Million). TCIL has successfully completed around 85% of trenching and ducting work, and commissioned 93 out of total 158 Links in all the three States. Project is expected to be completed during the Year 2017-18 barring some Links where various types of permission related issues from the concerned authorities are still pending. Obtaining ROW Permissions from various Civil Authorities, Forest Deptt., Railways, Wild-life, restrictions for work during Char-dham yatra etc. contributed to delayed execution.

6.2 Department of Posts’ Rural Information & Communication Technology (ICT) Project

Your Company is executing Rural ICT-Hardware (RH) Project of Department of Posts, Ministry of Communications, Government of India. The project is being executed in consortium with M/s RICOH India Limited on a lease model of Build Own and Transfer (BOT) basis.

The project is to be implemented within a period of 13 months in two phases and thereafter Operation and Maintenance services are to be provided to Deptt. of Posts for a period of 5 years. Currently majority of the processes are manual. IT modernization project plans to computerize and connect all Post Offices and run various applications seamlessly across the network. The entire scope of IT modernization project has been organized under 8 RFPs. TCIL is executing Rural ICT Hardware (RH) RFP. 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.

TCIL, being the lead partner of the consortium is carrying out the entire Project Management whereas RICOH India Limited is making Supplies and doing installation and maintenance of Rural ICT Devices, Solar Panels, Solar UPS for approx. 1,30,000 Extra Departmental Post Offices (EDO’s ) including provision of connectivity and training. The value of the project is Rs. 13617.3 Million (US$ 210 Million).

The agreement between Department of Posts and Telecommunications Consultants India Ltd. was

signed on 24th November 2014 and Project start date was fixed as 24th August 2016. There was a delay in announcement of start date by Department of Posts because the client application which was to be developed by Infosys was not ready and as per RFP of TCIL this application has to be pre-loaded on the device before supplying the same to Department of Posts.

Actual deliveries have started and as on date 38597 Main computing devices at Divisional Offices and 31709 Solar Solution at various Branch Offices have been delivered including 4616 Main computing Devices and Solar Solution under Pilot Phase. The supplies in the project are expected to be over within FY 2017-18 and thereafter O&M phase of 5 years will start.

6.3 NAVY Project

BSNL has awarded the work of total value of Rs. 6.6 Billion (US$ 102 Million) on 22nd July, 2015.The work involves “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 project entails rollout of 2900 Kms of OFC network to be owned and operated by the Indian Navy, Ministry of Defence which shall be monitored by Fiber Testing Monitoring System (FTMS) and Fiber Intrusion Prevention system (FIPS).The network uses state-of-art technology to ensure completely secured network to Indian Navy. Some of the systems are being used in Indian Network for the first time. The OFC network is basically an access overlay network connecting designated Navy buildings and Jetty areas for Naval ship Connectivity in all the campuses.

Solar Panel at Branch Post Office


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The entire work is distributed among four(4) zones viz. Eastern, Western, Northern and Southern Zone covering 45 nodes, 19 states and 4 UTs. Works are predominantly in rocky/coastal areas.

Execution of work is in progress at most of the stations and works are expected to be completed by July, 2018. Major reasons for delays were delay in sanction of route/ network architecture by client/ changes in design of various materials/ delayed ROW permission and non-release of timely payment by BSNL.

6.4 Tura Medical College Project

Your Company was awarded a PMC Work valuing Rs. 6.15 Billion by Ministry of Health & Family welfare, Govt. of Meghalaya. The project includes Construction of 500 Beds Hospital, 100 Seated MBBS Medical College, boys and girls hostel, nurse hostel residential complex including road, sewerage line, electrification, street lighting etc. in 2014-15. The detailed Project Report of the Project was prepared and submitted to Govt. of India after approval from Govt. of Meghalaya. However, due to administrative reasons, the site of the work was changed in 2016-17. TCIL has prepared DPR for new site and now Ministry of Home and Family Welfare, Govt. of India has approved this DPR and released funds to Govt. of Meghalaya for taking up Phase-I works (approx. Rs. 2.60 Billion). The detailed estimate for Phase-I is under preparation and tenders are to be called for selection of vendor(s). After client’s approval and tendering process, the work is likely to commence by 31.12.2017. The scheduled completion period for Phase-I works is 24 months.

6.5 School ICT Projects valuing over Rs. 5 Billion (US$ 80 Million)

(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 valuing Rs. 2153.4 Million. The installation is completed successfully and project is under operation phase. The yearly revenue of the Project is Rs. 350 Million.

(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 valuing Rs. 1071.4 Million. The project is under operation phase currently. The yearly revenue of the Project is Rs. 117 Million.

(c) Your Company was also awarded a prestigious project for “Implementation of Computer aided education in 1500 schools of U.P under ICT scheme on BOOT basis” by Director of Secondary Education, UP valuing Rs. 2910 Million. The project is successfully completed during the year 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 has executed a prestigious project for Implementation of class room based Video conferencing solution in 15 NIFT centers across India including bandwidth provisioning & central site on cloud from Service provider valuing Rs. 72.2 Million. Installation has been completed in all the centers & infrastructure created in this project is being utilized by NIFT centers for delivering lectures, conducting meetings etc through video conferencing via cloud of service provider. The yearly revenue of the Project is Rs. 1.7 Million.

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

TCIL has implemented the following systems of Employees' Provident Fund Organisation (EPFO) in record time frame which directly interface with

Odisha School ICT Project


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more than 0.4 Million Employers and 4+ Million 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.

The yearly revenue of the Project is Rs. 11 Million. The Project has been completed in May, 2017.

6.8 State-of-the-art e-Procurement Portal 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 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. The yearly revenue of the Project is Rs. 54 Million.

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

TCIL is executing 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 yearly revenue of the Project is Rs. 88.5 Million plus taxes.

In addition, TCIL has received add on work worth of Rs. 300 Million under PAWAN project. The work has been completed and is under Operation and maintenance.

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

TCIL has successfully implemented Computer Aided Dispatch (CAD) system with GIS and GPS equipment and Vehicle Tracking System for the city Ghaziabad. TCIL has established Modern Control Room comprising of 15 Call Taker, 10 Dispatcher and 3 Supervisor in Police Control Room. The value of the CAD Ghaziabad project is Rs. 66 Million.

TCIL representative presenting Momento to CM, Shri Mukul Sangma during inaguration of Meghalaya CCTNS Citizen Portal on 15th Sept

2016


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The O&M phase of the project was successfully completed in March 2017.

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

Your Company has successfully implemented the establishment of Modern Control Room with Computer Aided Dispatch (CAD) and CCTV Surveillance for Allahabad city. TCIL 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 value of the CAD & CCTV project is Rs. 90 Million. The O&M phase of the project was successfully completed in Dec 2016.

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

Your Company 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 commission of India, Residential Complex at G-5, Diplomatic Enclave, Islamabad, Pakistan. All the material has already been delivered at Islamabad site. TCIL has applied for Visas for implementation Team Members. MEA is pursuing the case with Pakistan Embassy. The total project value is Rs. 87 Million.

6.14 Supply, installation, Testing, Commissioning and maintenance of CCTV surveillance system, X Ray BIS, Handheld Metal Detector, Handheld Walkie-talkie, Door Frame Metal Detector

TCIL has successfully supplied, installed and commissioned CCTV surveillance system, X Ray BIS, Handheld Metal Detector, Handheld Walkie-talkie, Door Frame Metal Detector in State Trading Corporation of India Ltd, New Delhi. The value of the project is Rs. 22 Million. The system is now under O&M phase for a period of 3 years.

6.15 Telecom Consultancy

The Telecom Consultancy Projects undertaken by the TCIL during the year include:(i) Preparation of “Feasibility Report for

improving the broadband penetration by

laying of common duct in the city of Deoghar, Jharkhand” for TRAI. The value of work is Rs. 2.2 Million.

(ii) Preparation of Report for BharatNet Phase II for USOF valuing Rs. 9.7 Million. The work involved Network Planning and designing of the network from Block to GP level, specification of the OFC to be used in the network, the laying practices for aerial OFC, the possible technology options for the network, Preparation of cost estimates etc.

(iii) Preparation of Business Plan for UTL, Nepal valuing NPR 2 Million.

6.16 Wireless Infrastructure

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

(i) TETRA based Radio Trunking System for MP Police, Ujjain project - Simhastha ‘2016 – The project has been successfully completed for Procurement, Design, Supply, Testing, Installation, Commissioning & Maintenance (SITC) of Digital Open Standard Radio Trunking System in 800 Mhz for Ujjain City. This project has enabled MP Police and para military forces to use more than 2325 radio handsets to communicate among each other for providing security to 5 crore pilgrims in the city of Ujjain during largest Simhastha Mela ‘2016 in India. The value of the project is Rs 143.7 Million. Your company is successfully running the operation and maintenance of the project for next 2 years.

(ii) Project Management Consultancy for Govt. of NCT of Delhi’s Project “Secured Communication Network (TETRA) – Wireless Division has been successfully providing its Project Management services to Govt. of NCT of Delhi for the execution of the Project since more than 8 years. The Project involves finalization of communication requirements of various Govt. Depts., preparation of RFP, evaluation of Technical/ Financial Bids, recommendations for award of work, supervision of installation & commissioning and subsequent operation of Service, assessment of SLA, and advice to GNCTD on all project-related matters.

Under this project, TCIL has been coordinating with various agencies like Delhi Police,


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Revenue Department, Health & Family Welfare, Municipal Corporations of Delhi, Ambulance Service (CATS), Delhi Transport Corporation (DTC) , Home Guard & Civil Defense etc. as users of this TETRA Network. TCIL has been successfully monitoring the operations of the entire Network consisting of 55 base stations, 2 redundant Control Centers and more than 4800 Radio sets deployed among various users in the Network.

This TETRA Network is only one of its kind implemented in the entire country for such a large Metro city like Delhi. It is the most important communication backbone of Delhi Police for maintaining law and order in Delhi. The yearly revenue of the Project is Rs. 14.98 Million.

(iii) UPNEDA Solar power project : Your company’s Wireless infrastructure division has won this rooftop solar plant project first time in TCIL, The project is for implementation of 10143 rooftop solar plants of 120w each . The project 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 10143 Lohiya avas and other awas of Uttar Pradesh. Wireless division has successfully procured and assembled Solar power packs and supplied to 3175 houses locations spread across various districts of Uttar Pradesh. Installation & Commissioning is in progress.The Project is likely to be completed by Feb, 2018 and the expected revenue of the Project is Rs. 81.7 Million.

(iv) Indian Railway Project Maintenance Unit (IRPMU) Project: Lucknow-Kanpur section – Project is successfully completed and now it is under warranty phase. The project involves fabrication & Erection of tower, SITC of STM Equipment, power supply system and other associated work for Mobile Train Radio Communication (MTRC) system on Lucknow-Kanpur section. Indian Railway has issued Certificate of acceptance” to TCIL on 28th Feb 2017. The revenue of the Project is Rs. 28.3 Million.

(v) Project for providing IBS solutions : Your company’s Wireless division has successfully deployed wireless In Building Solution(IBS) for improving GSM 3G, 4G network coverage of radio signals of mobile telephone service

operators like Airtel, Vodafone, Idea, MTNL, Reliance Jio, Tata etc. of Delhi inside the building and campus of AIIMS Delhi and Seven other hospitals-Bhagwan Mahvir Hospital ,Delhi , Chacha Nehru Bal chiktsalya, Delhi , Guru nanak Eye Center , Delhi, Sanjay Gandhi Memorial Hospital, Delhi, Satwadi Raja Harish Chandar hospital, Delhi, Indri Gandhi ESI hospital, Delhi, Rajiv Gandhi Super Speciality Hospital ,Delhi. The Project is under successful operation with revenue share of TCIL is approx. Rs. 70 Million for a period of 10 years. The yearly revenue of the Project is Rs. 7 Million.

(vi) SITC of 50m Towers for All India Radio in the state of Mizoram and Tripura : Your company’s wireless division has been executing the project in north east remote locations at Tuipang (Mizoram), Kolasib (Mizoram), and Udaipur (Tripura) for Erection, Testing and Commissioning of Latticed steel supporting 50M tower including provision of mounting for installation of VHF FM Antenna. This project is a challenging project as it involves erection of 50 Meter tower over the hill tops in remotely abandoned and landslide areas in north east. The division has successfully completed two towers in Udaipur and Tuipang and handed over after commissioning to All India Radio. The approximate revenue from the Project is Rs. 7 Million.

6.17 National Internet Backbone Phase – II (Project -3)

Project comprised setting-up Data Centers in four cities viz. Bangalore, Delhi, Mumbai and Pune (Disaster recovery) with various components such as Messaging and Storage Service Platform, Operation Support System (OSS) & Billing, Security System and Enterprise Management System. The scope of work also included implementation of components like Mediation and Billing (Pre-paid and post-paid), Security, Other Management Systems. The components in this project have been commissioned and operating successfully. The present capacity of the system is 10 Million customer base. The Project is in O&M Phase. The yearly revenue of the Project is Rs. 250 Million.

6.18 Southern Region Projects

Following Projects are under execution/completed in the Southern Region by your company:

(i) Trenching, laying of 6 Quad Telecom Cable,


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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. 80% of the works have been completed and the works are likely to be completed by March, 2018. The works have been delayed due to non-finalisation of drawings by Railways.

(ii) Laying, Jointing, Backfilling, Terminating, Testing and Commissioning of Additional 6 Quad jelly filled underground telecom cable system for L. C. 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.50.08 Million. 60% of the works have been completed . Drawings have not yet been completed due

to adverse climatic conditions. The Project is likely to be over by March, 2018.

6.19 Civil Infrastructure Projects:

Civil division, TCIL is presently operating in more than Twenty States of India and delivering the complete infrastructure services in a way of providing comprehensive Project Management Consultancy Services and Architectural Services.

The high performance and Quality work of Civil division has enabled TCIL to book orders of more than Rs.6200 Million in the financial year 2016-17 from various government departments including including work on Nomination Basis and through National Competitive Bidding. In addition to handling a number of Major Buildings and Roads Projects, Civil Division TCIL is also providing Third Party Quality Control services and Project Management Consultancy Services in the following areas:- • Construction of Educational and Institutional

Building,• Construction of Corporate offices,• Development of Spiritual & Tribal circuit

under Swadesh Darshan Yojna, • Healthcare Infrastructure and Hospitals

Buildings, • Construction of Residential Complexes • Construction of National and State Highways

including BOT Projects.

Some of Project Management Consultancy Services for major Building projects in

• 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 Million. The likely date of completion of the Project is by 31st Dec, 2018.

• Construction of Boundary Wall, Toilets and Providing Access to Disabled Persons in the Centrally Protected Monuments under ASI having construction cost of approx Rs.2740 Million. Works of approx. Rs. 1010 Million have been awarded and are in progress. Approx. 12% works have been completed. Balance works are likely to be awarded by Sept-Oct, 2017 and completion is anticipated by 31st March, 2018.

JCB Trenching being done in the Stretch Nekonda-Yelgur Railway Stations in Vijayawada-Kezipet Section for South Central Railway


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• Construction services in Healthcare and Medical sector like Renovation and expansion of ESIC Hospital at Okhla, New Delhi having construction cost of approx Rs.2400 Million. The expected date of completion is 30.03.18 of portion for which drawings have been issued to TCIL.

• Construction of Buildings, roads, water supply, sewerage etc. in various towns of Rajasthan under JNNURM for Ministry of Urban Development, Government of Rajasthan, having construction cost of over Rs. 1900 Million. Approx. 85% works have been completed. The works at Barmer, Udaipur, Nathdwara are in progress. Likely date of completion is December, 2018.

• Construction of Jawahar Navodaya Vidyalaya (JNV) and its additional dormitories, special repairs in JNVs in Delhi, Rajasthan and U.P. having construction cost of approx. Rs. 1200 Million. JNVs at Sitapur, Raibareilly have been completed. Projects at Mungeshpur, Rampur, Varanasi, Mirzapur, Basti, Gorakhpur are in progress. Works at Lucknow, Azamgarh, Raibareilly, Shamli, Bedaun, Chhoti Sadri, Shri Ganganagar are likely to be commenced after the approval of client.

• Development and Construction of Tribal Circles in District of Chhatisgarh Ministry of Tourism, Govt. of Chhattisgarh, having construction cost of approx. Rs. 800 Million. The client has awarded works for approx. Rs. 250 Million. Tenders for Rs. 120 Million for development of Ethnic Village at Kondagaon have been opened. Estimates of other works are in progress. The likely date of completion of the Project is Dec, 2018.

• Development and Construction of Spiritual Circuit in 15 Districts of Uttar Pradesh ( UP), Ministry of Tourism, GOI, having construction cost of approx. Rs. 760 Million. Estimates for works at 39 locations under this project are under preparation & submission to client for approval. Likely date of completion of this project is December, 2018.

• Construction of IT / ITES Corporate Tower of RIADA at Namkom, Ranchi, Jharkhand having construction cost of approx. Rs. 200 Million. Architectural Consultancy works already completed long back. Tender is still to be invited by client for start of PMC services.

• Pilot project of “Solarisation of NH Toll Plazas in to Solar Toll Plazas at three locations in Rajasthan having construction cost of approx. Rs. 200 Million. Client approval for start of work is still awaited.

• Third Party Inspection and Certification Agency (TPICA) for Underground and Over Ground Specialized Integrated EMP Protected Hardened structures at 10 Nos. of Location in India for Consultancy fees of approx. Rs.165 Million. Client approval for start of work is still awaited.

TCIL has successfully completed Architectural and PMC of the following Building projects in 2016-17:-

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

• Construction of ESIC Dispensary cum diagnostic Centre and staff housing at Jeedimetla, Hyderabad valuing Rs. 290 Million. The Hospital was inaugurated by Hon’abl Labour Minister, Govt. of India.

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

NIFT Center at Raibareilly, U.P.

JNV Sports Stadium, Raibareilly (UP)


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

• Construction of office building and residential quarters for Income Tax Department at Shahjahanpur valuing Rs. 43 Million.

TCIL has also successfully completed following BOT Projects which are operational:-

• Bhawanigarh - Nabha - Gobindgarh Road corridor project of 55Km length of Value Rs. 900 Million on BOT basis in Punjab. The yearly revenue of the project is Rs. 127.82 Million.

• Strengthening, widening, Maintaining/operation of 57 Km Bina - Kurwai - Sironj Road of valuing Rs. 1200 Million in Madhya Pradesh. The yearly revenue of the project is Rs. 51.49 Million.

• Development of 38 Km Lakhnadone-Ghansore Road valuing Rs. 790 Million on BOT basis in the state of Madhya Pradesh. The Toll collection started in the month of July, 2016.The yearly revenue of the project is Rs. 19.2 Million.

In addition, the company is executing following road Projects:

• Widening and strengthening of Sonapur to Guwahati section of NH-37 in the state of Assam” of approx Rs. 2450 Million.

• Construction of Road projects in Uttrakhand for State PWD & Border Road Organization for project value of Rs.1000 Million.

TCIL Civil Division has successfully 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 departments, PSU’s to various state agencies.

6.20 OPGW Projects

J & K OPGW Project

Your Company is executing the work for Implementation of 1750 Kms of OPGW cables on various links of J&K PDD in Jammu and Kashmir for the value of Rs. 520 Million. Scope of work includes

“Establishment of fiber optic based communication network in Jammu (Pkg-I) & Kashmir (Pkg-II) on 220kV & 132kV transmission lines of Power Development Department of Jammu & Kashmir (J&K PDD) associated with consultancy assignment under Prime Minister Reconstruction Program(PMRP)”. TCIL has completed more than 80% of work under the project despite adverse conditions. The project is expected to be completed by March 2018. The yearly revenue of the Project is Rs. 141.2 Million.

NER OPGW Project Package A and C

TCIL has been awarded project of Installation of OPGW- Offline & Online for different Link in POWERGRID, NER for the value of Rs. 140 Million in Dec 2016. The scope of the work includes installation and execution of OPGW Cables in NE Region comprising Assam, Mizoram, Manipur and Agartala under Package-A and Package C. Till now 150 kms of stringing has been completed.

II International Operations

6.21 Pan African e-Network Project

TCIL successfully completed the first Phase of the Pan African e-Network project on 30th June 2017 after 8 years of continuous service provisioning and operations in 48 countries of Africa.

The project was aimed at capacity building of African nations by way of imparting quality education to African students through Tele-education from Indian Universities. Another aspect of the project was to deliver Tele-medicine services and knowledge sharing by means of CME (Continuing Medical Education) sessions.

Member (T), DoT and Director (Finance), TCIL felicitating Zimbabwe official after the bilateral meeting, on the sidelines of World Summit on the Information Society (WSIS) 2017 at ITU, Geneva, Switzerland


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The project made quite an impact in African countries and there was an overwhelming response for Tele-education from five reputed India Universities. Over 21000 students registered and more than 5780 classroom sessions were conducted by Indian Universities for various Post graduate, Under-graduate, Diploma and Certification programs.

Telemedicine services were delivered from twelve Indian Super Specialty Hospitals in eighteen Medical disciplines. Over 700 Tele-consultations took place on critical cases and saved some precious lives. About 7000 Continued Medical Education sessions in English and French were conducted with about 60-80 sessions every month which brought closer the Indian and African medical fraternities and benefited both by exchange of information and expertise.

TCIL has already been selected as the Implementing agency for execution of the second Phase of the Pan African e-Network Project. The project is being extended for another five years and MEA has envisioned revamping of the service delivery model by incorporating latest technologies in Data Center and receiving ends. The new delivery model would be aimed to make the network self sustainable in the long run. In the new phase the delivery platform for Tele-education and Telemedicine services in Africa would migrate from VSAT to web based model. The services would be delivered over internet and thus making it more flexible, scalable and accessible to African countries.

6.22 Sierra Leone

Your Company has successfully completed 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 was installed

• System Training

Entire System has been handed over to Sierratel in 2016-17 after completion of warranty.

6.23 Nepal

TCIL is operational in Nepal at Kathmandu for last 15 years. The Company is registered as a Branch in Nepal and is liable to pay all Govt. levies, taxes etc annually as per law of the Land i.e Nepal. 4 projects were executed during the year:-

• Execution of two packages of road project (Belhiya to Butwal package 3 and package 5) were undertaken and even after non-permission by local authorities to execute the construction material during 1st half of the year, we could achieve work completed upto 40% stage during the year.

TRISULI-RASUWA (China border) OFC Route executed by TCIL in Nepal


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• 70% of Optical Fibre Cable construction work between Trishuli & Raswagadhi passing through tough Himalayan mountain, earthquake prone and frequent land sliding area, connecting Nepal to China border (Raswagadhi) has been completed for Ncell, Nepal. The Project is likely to be completed in September’2017.

• Survey work carried out departmentally for 2200 km of Cable route length comprising of routes passing through mountains and Hills in province 4 & 5 of Nepal for UTL against, Nepal Telecom Authority (NTA)’s tender for construction of Fiber network in both provinces to roll out internet services.

• Construction of Nepal Bharat Maitri Polytechnic at Hetauda, Makwanpur District, Nepal having construction cost of approx Rs. 365 Million. The site has not yet been handed over by the client. Agreement with sub-contractor is in process.

All projects under execution are running well within scheduled time frame. During the year, Branch has achieved turnover of Rs. 230.5 Million and the profit of Rs. 4.4 Million.

6.24 Kuwait

TCIL Kuwait Branch has been and still is continuously winning and implementing Telecommunications Turnkey and Maintenance Projects since last 39 years.

TCIL Kuwait has been awarded “ASSE GCC HSE Excellence Gold Award 2017” for Health, Safety and Environment (HSE) procedures in Kuwait from American Society of Safety Engineers (ASSE), Kuwait Chapter. TCIL Kuwait has also been appreciated and recognized its Positive Contributions to the Safety Efforts by the Joint Operations Saudi Arabian Cheveron Inc – Kuwait Gulf Oil Company (KSC) by issuing EHS B rating 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 2016-17, TCIL Kuwait has successfully completed the projects pertaining to Qualitynet, Fastelco, KEMS, KNPC, Kharafi National, Gulf Net valuing for Rs. 81 Million.

During the Year 2016-17, TCIL Kuwait has participated in many Telecom & IT tenders for the worth of Rs. 3781 Million and secured the orders of Rs. 463 Million. TCIL Kuwait bagged two major contracts, one with M/s Huawei for GPON PHASE II for Rs. 286 Mn and other with M/s VIVA for Rs. 121 Mn. Other significant clients from whom the orders were bagged include Al Rashid, Fast Telco, KEMS, ISCO, Mahatta Gen Trading & Sai Gen Trading.

As on 01/04/17 orders in hand for the current year are Rs.1367 Million from our prestigious clients like MoC, Arab Contractor, VIVA, Huawei, STFA, KPA, ISCO etc.

TCIL Technicians Team working for the maintenance of MOC Telecom Network, Kuwait Telecom Work in VIVA Project, Abdally, Kuwait


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TCIL Kuwait has achieved a Turnover of Rs. 930.805 Million with a profit of Rs. 122.876 Million during the Financial Year 2016-17. The turnover and profit are the highest ever that TCIL Kuwait has achieved since last decade in Kuwait. During the year, TCIL Kuwait has earned a turnover of Rs. 930.9 Million and profit of Rs. 121.6 Million.

6.25 Mauritius

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

(i) Subscriber Connection Works on FTTH Network of Mauritius Telecom (MT 631/03/2013) valuing MRs 78.542 Million

(ii) Civil Engineering & Cable Works (MT/665/04/14) valuing MRs 29.962 Million.

(iii) Fault repair in Mauritius (MT 834/04/2016) valuing MRs 20.534 Million.

Also, TCIL is executing other contracts for Multi Order Contract for ODN Construction Contract for FTTX Works (MT 679/07/2014) valuing MRs 71.275 Million, Emergency Repair of Optical Fibre Network at Short Notice in Mauritius (MT 670/06/2014) of value of Rs. 12.636 Million, Curative Maintenance Contract for Cable Fault clearance in Mauritius (MT 832/02/2016) valuing MRs 22.968 Million, Repair and Maintenance of Copper Telephone Lines for Year 2017(MT868/12/2017) valuing MRs 21.375 Million and other similar telecom works.

During the last financial year, TCIL has been awarded the following projects :

(i) Curative Maintenance Contract for Cable Fault clearance in Mauritius (MT 832/02/2016) valuing MRs 22.968 Million

(ii) Fault repair in Mauritius (MT 834/04/2016) valuing MRs 20.769 Million

(iii) Repair and Maintenance of Copper Telephone Lines for Year 2017(MT868/12/2017) valuing MRs 21.375 Million

(iv) Repair and Maintenance of the FTTX ODN Network (MT 856/07/2016) valuing MRs 7.733 Million

(v) FDP Repair Work PO 13725 valuing MRs 7.125 Million

The Turnover of the Branch during the year was Rs. 194.1 Million and Profit was Rs. 86.7 Million.

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

In KSA, 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 Riyadh, Dammam and ALhasa for Saudi Telecom Company. TCIL has rolled out FTTH networks in the districts of Azizyah & TUWAIQ in the capital city of Riyadh and Mubbaras, Hofuf & Jama Districts in Alhasa for STC Project.

TCIL KSA has been entrusted the Fibre Infrastructure Managed Network services which includes Long Distance Network, Access Network, Metropolitan Network and FTTX Network for Eastern and Central region of Etihad Eitisalat (MOBILY) Network in Saudi Arabia.

TCIL has also been awarded, by CISCO, the Operation and Maintenance of central and eastern network of SAUDI NATIONAL FIBER NETWORK (SNFN) for Rs 186.90 Million per annum.

TCIL has also been entrusted by Ericsson the construction of Small Cell Towers sites for the expansion of 4G Technology network for Saudi Telecom Company’s Network in the Central region of the KSA.

National Grid has awarded construction of 96 Fibre Links in Central Operating Area in Riyadh city for Rs 45.82 Million. TCIL KSA has also signed two Unified contracts for executing Unified Contract for underground Electric Cable up to 36 Kv in Riyadh and Dammam Area with Saudi Electricity Company (SEC). TCIL KSA has been carrying out OFC implementation (OSP) in Central and Eastern Region for Integrated Telecom Company (ITC)

TCIL has been awarded the work of Relocation of Telecom Services by all the 3 Metro Consortiums namely ANM, FAST and BACS, of major Telecom Operators namely STC, MOBILY and ITC. TCIL has earned a turnover of Rs.233.3 Million from the aforesaid Relocation jobs.

TCIL has executed various other relocation projects related to STC Telecom Network through Ministry of Transport (MOT). TCIL was awarded a Long Distance Network for over 42 kms in Batha Region (Saudi-Dubai Border), HAIL, Riyadh and AL ASHA The total value of such Projects in the year works out to Rs 202 Million

TCIL KSA has also supplied the expert technical manpower to ERICSSON, Nokia and other prestigious companies. The manpower supplied


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is assisting the clients to maintain GSM network, Supervision of GSM Civil and Telecom network elements of Saudi Telecom Company, Mobily and Zain.

During the year TCIL KSA has earned a turnover of Rs. 1961 Million and profit of Rs 399.90 Million.

6.27 Oman

During 2016-17, TCIL has completed following projects:

Contract with Omantel for Outside Plant Network : TCIL was awarded contract for Omani Rials 6.112 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. 48 Million during the year.

Contract with Omantel for for Maintenance of Omantel Network: TCIL was awarded contract for Omani Rials 330,000.00 (Rs. 55 Million) in Aug 2014 for Maintenance of Omantel Network in Sultanate of Oman by Omantel for 3 years. The branch has executed works for Rs. 37 Million during the year.

Small OFC laying works for M/s. Ooredoo, M/s National Telephone Services (NTS) and M/s Electroman. The total value of the works executed during the year has been approximately Rs. 91 Million.

During the year TCIL Oman has booked a turnover of Rs. 77.9 Million.

6.28 Myanmar

TCIL is executing project for setting up of Rih-Mindat Microwave Link in Myanmar for the Ministry of Communications and Information Technology, The Republic of the Union of Myanmar costing USD 6.20 Million. This project is funded by Government of India. Scope of work comprises of Survey, Design & Engineering of the System, Supply of Gigabit Microwave Radio Equipment, SDH Equipment, Aerial Fiber Cable, Hybrid Power Plant System, Shelters, Towers, Test Instruments and Supervision Services.

7. Order Booking

Order booking of TCIL was Rs. 13,076 Million during the year 2016-17.

8. Capital Expenditure

As on 31st March, 2017, gross fixed assets stood at

Rs. 96.9 Million.

9. Group Companies

9.1 Subsidiaries

(i) 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 Cable. 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 2016-17 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. 27 Million during the year as compared to Rs. 47 Milllion during last year and the Loss incurred during the year is Rs. 158 Million as compared to Rs. 157 Milllion during last year.

(ii) TCIL Bina Toll Road Limited

TCIL Bina Toll Road Limited (TBRTL) is a wholly owned subsidiary of Telecommunications Consultants India Ltd (TCIL) and has been incorporated on 11.07.2012 with the object of execution of Bina-Kurwai-Saronj Toll Road Project on design, build, finance, operate and transfer (DBFOT) basis. The Project was completed in 2014 and toll collection started in April, 2014. The turnover of the Company during the year 2016-17 is Rs. 51 Million. as compared to Rs. 49 Milllion during last year. The Loss incurred during the year is Rs. 105 Million as compared to Rs. 104 Milllion during last year.

(iii) 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 has been completed and the toll collection has started w.e.f. 06.07.2016. The turnover of the Company during the year 2016-17 is Rs. 19 Million. The Loss incurred during the year is Rs. 46 Million as compared to Rs. 0.4 Milllion during last year.


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(iv) TCIL Oman LLC

In TCIL Oman LLC, our 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.

9.2 Joint Ventures Companies

(i) Bharti Hexacom Ltd. (BHL)

BHL was formed in 1995 as a JV Company to operate cellular mobile services in the State of Rajasthan and North East. At present 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. 51,313 Million and Profit after Tax of Rs. 6,601 Million during the year as compared to Rs. 51,922 Million turnover and Rs. 10,289 Milllion Profit after Tax during last year.

(ii) TBL International Ltd. (TBL)

In 1989, TCIL has invested a sum of Rs.8.37 Million which is 44.9% of its equity capital and at present, TBL India LLC is holding 40% and DSS Enterprises is 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. 9 Million and a Profit after Tax of Rs. 3 Million during the year as compared to Rs. 10 Milllion of Turnover and Rs. 2 Million of Profit after Tax during last year.

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

The company was promoted with Delhi State Industrial and Infrastructure Development Corporation (DSIIDC) as the major stake-holder. TCIL had made an investment of Rs.3.6 Million in ICSIL towards equity. ICSIL was formed for supply of technical manpower and execution of training, computer communications and office automation projects. The performance of the company has improved during last few 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 2016-17 was Rs. 1,470 Million as compared to Rs. 1,148 Million during the last year. The Profit after Tax of 2016-17 was Rs. 40 Million as compared to Rs. 32 Million during last year.

(iv) United Telecom Ltd. (UTL)

In 2001, TCIL in association with MTNL, VSNL (Presently Tata Communications Ltd.) and a local partner viz. Nepal Ventures Pvt. Ltd. formed a JV Company called United Telecom Limited to provide WLL based basic telecom services in the Kingdom of 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 3rd 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, 2017, the Company achieved a Turnover of Rs. 61 Million as compared to Rs. 70 Million during the last year. The Company has incurred a loss of Rs. 472 Million during 2016-17 as compared to the loss of Rs. 425 Milllion during last year.

10. Consolidated Financial Statement

The consolidated financial statements prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants

Director (Finance), TCIL & Dir. (Projects), TCIL in Fujikara, Japan premises during their visit for attending 4th meeting of

Japan-India JWG


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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’.

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 Reports 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 elements 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, which was valid till January 2017, has been further renewed. A renewal audit was conducted by a team of external auditors from Bureau of Indian Standards. The audit was cleared without any non-conformities and the audit team recommended renewal 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. 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 ISO 14001:2004 standard was conducted by external auditor from the certification body in March 2017. The auditor recommended continuation of the certification. A renewal audit for the OHSAS 18001:2007 standard was also conducted by external auditor from the certification body in March 2017. The OHSAS 18001:2007 certification was renewed for a further period of 3 years, uptil August 2020.

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

TCIL Employees participating in the Swatchh Bharat Abhiyan


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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.

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.

In 2016-2017, before the introduction of Goods & Services tax, many employees from finance division were sent for GST trainings and workshops for educating them about the same for effective implementation in TCIL and to keep our employees updated about new technologies. Also, some trainings on Indian accounting standards were organized by TCIL in 2016-17 to keep them aware about changing scenario and standards according to business environment.

In the International market there is an increasing demand from the clients for deployment of human resources with a particular certification. Hence our company motivates young engineers and managers by sponsoring them for certification programmes like EDPM, PMP, CCNA, BIS certifications, IT security certifications etc.which we have 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.

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

TCIL has got working strength of 854 employees comprising of 400 Executives and 454 Non-Executives as on 31.03.2017. TCIL always regards its Human Resources as one of its prime resources and as such, TCIL continues to give adequate emphasis and special attention to HRD activities. TCIL increases its manpower resource pool through direct recruitments after careful scrutiny of the candidates strictly according to the company hiring policies. Our organization continued to attain great importance in implementing the directives and policies of Government of India regarding reservation of SC/ST and physically handicapped. TCIL is directly recruiting these candidates as and when the requirements arise by giving advertisements in various newspapers indicating the no. of vacancies reserved also. The Company has a very lucrative pay structure which ensures planned growth for the employees. Our organization continues to pay great importance to implementing the directives and policies of Government of India regarding reservation of SC/ST/OBC and physically handicapped.

Empowerment of Women

TCIL is providing a friendly workplace for the employees and safety /security measures for the employees are strictly enforced too and TCIL provide equal opportunities to all our employees. 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. No discrimination is made on the basis of Gender/ caste category/weaker sections. All are treated equally. TCIL also have a Sexual Harassment Committee constituted for addressing the grievances of women employees regarding harassment for


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taking care and for welfare & security of Women employees. A Woman representative is also present in TCIL for taking care of women employees concerns and acting as their representative before the management.

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 2017 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 doctor Dr. Jha Sessions of acupressure are organized in TCIL thrice in 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 Gwalior and Orcha in 2017 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 the increasing 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 2016, 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 was organized on the occasion of Holi festival. ‘Hamara TCIL’, a house magazine of your company, is being published quarterly on regular basis. 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. For working in hindi, Google Speech Tools is also being used.

19. Vigilance

During the period 2016-17, apart from undertaking investigations and departmental inquiries, Vigilance Division has taken various initiatives to enhance transparency and inculcate preventive vigilance in the company’s operations by way of issuing systemic improvements to be undertaken by the concerned officer(s)/Division in the organization.

Further, Periodic and Surprise Inspections were carried out as per the CVC guidelines at project offices at Chennai, Mauritius and Bangalore to enhance preventive vigilance.

The Vigilance Awareness week was observed in TCIL from 31.10.2016 to 05.11.2016. Pledge was taken by all TCIL employees to be vigilant in their work and e-pledge was also taken by many of the employees as directed by the ministry. Guest lecture by retired Chief Technical Examiner of CVC was organized in TCIL on the topic “Public Participation in promoting Integrity and Eradicating Corruption

and focusing on public procurement”. Debate and Essay Writing competitions were conducted during Vigilance Awareness week for bringing awareness among the employees about the vigilance matters.

As a part of vigilance awareness week, CMD, TCIL addressed the employees on 4.11.2016 and the CMD, TCIL distributing prizes in Hindi Pakhwada, 2017

Celebration of Vigilance Awareness Week, 2016


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event was graced by Shri. M. Akhaya, IPS, CVO, DOT who addressed the gathering and gave presentation on public participation in eradicating corruption.

Vigilance Division has also conducted the IEMs meeting and Vendors meet with regard to Integrity Pact Programme. The threshold value of the Tender/Projects was increased to Rs. 10 Million as finalized by the IEMs. TCIL has also implemented the procedure of uploading the signed IP documents on TCIL server. A Vigilance pledge as received from CVC was also read over by CMD to all the Board Members as per the directives.

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 0f 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(6)’

23 Research and Development

TCIL has taken membership of TSDSI (Telecommunications Standards Development Society, India), which has been created by Department of Telecommunications as Indian standardization body. The objective of TSDSI is to carry out the standards development for Products and Services for Indian requirements through participation of Indian Education Institutions, PSUs, Manufacturers, R&D bodies, Service Providers, OEMs, etc.

TCIL has been an active participant in the TSDSI for contributions in development of M2M and 5G Communication Standards through participation in Study Groups and Working Groups.

TCIL has submitted Use Cases in Healthcare and Naming & Addressing, as study reports. These reports shall be useful in TSDSI for further processes of development of Indian Standards. TCIL also held the Chair of Services Group for leading the activities of M2M.

24. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 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, Chairman and Managing Director Cum Director (Finance), Sh. Rajesh Kapoor, Director (Technical), Sh. Rajiv Gupta, Director (Projects), Shri Shashi Ranjan Kumar and Smt. Sumita Purkayastha, Directors (Govt. Nominee), Prof. Rekha Suman Jain, Independent Director continued to hold their posts throughout the year under review.

On 28.08.2017, Sh. A. Seshagiri Rao joined as Chairman and Managing Director of TCIL and Sh. A.K. Gupta, who was holding the additional charge of CMD, TCIL handed over the charge to him and continued to be Director (Finance).

During the year under review, all the Directors attended all the Five (5) Board Meetings held.

The last AGM was held on 22.09.2016 and all the Directors attended the same except Smt. Sumita Purkayastha, Director (Govt. Nominee).


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26. Details of Key Managerial Personnel

As on 31st March, 2017, the Officials designated earlier as Key Managerial Personnel of the company continued to be so and their details 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)

On 28.08.2017, Sh. A. Seshagiri Rao joined as Chairman and Managing Director of TCIL and he has also been designated as KMP of the company with effect from that date. Sh. Rajiv Gupta, Director (Projects) has also been designated as KMP with effect from date of his appointment.

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 2016-17 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. Agarwal S. & Associates, Practicing Company Secretaries, New Delhi. The Secretarial Audit Report has been attached to this report as Annexure-‘ H’.

The explanations and comments under Section 134(3)(f) of the Companies Act, 2013 on remarks made by the Practicing Company Secretary in their reports has been attached to this report as Annexure- ‘I’.

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

In terms of the provisions of section 197(12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Company is required to give a statement showing the names and other particulars of the top ten employees in

terms of remuneration drawn and also employees drawing remuneration in excess of the limits set out in the said rules in the Board’s Report.

However, as per notification dated 05.06.2015 issued by the Ministry of Affairs, the company has been exempted from the above provision and therefore, such particulars have not been included as part of the Board’s Report.

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. 953.82 Million.

33. Annual Procurements from MSE’s

During the year 2016-17, TCIL has surpassed the mandatory target of 20%, so far as the procurement from MSEs is concerned. The Actual procurement made from MSEs was Rs. 792 Million which was 33.13% of the total value of procurement during the year 2016-17. TCIL has set a target of 25% 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, Prohibition 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.


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No new case of Sexual Harassment was reported in the FY 2016-17. An earlier case of sexual harassment, the proceedings of which were under progress for last couple of years was disposed in the month of February 2017.

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 2016-17.

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 Bit Associates

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

Saudi Arabia-II - M/s Rashid Awaji

Sierraleone - M/s Moore Stephens

37. Acknowledgement

Your Directors would like to place their gratitude 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 that has been demonstrated by them during the year. We seek your continued guidance in our journey.

Your Directors would also like to thank Comptroller and Auditor General of India, Statutory Auditors and Branch Auditors, Exim Bank, ECGC and the Bankers as well as our valued clients both in India and Abroad for their continued trust, support and reposing confidence on the company.

The Directors also take this opportunity to express their appreciation for the employees of the company for their efforts and contribution to Company’s progress.

For and on behalf of the Board of Directors

(A. SESHAGIRI RAO)CHAIRMAN & MANAGING DIRECTOR

DIN No. 06364174

Date: 29.08.2017Place: New Delhi


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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(6)’ 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’.

The explanations and comments on remarks - Annexure- ‘I’ made by the Practicing Company Secretary in their report


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A. Corporate Governance

Sustaining a culture of integrity along with high performance orientation in today’s complex business environment needs a robust governance structure. At TCIL, the philosophy of Corporate Governance focuses on creating and sustaining a deep relationship of trust and transparency with all stakeholders. We follow ethical business standards in all our operations globally. The norms and processes of Corporate Governance reflect our commitment to disclose timely and accurate information regarding our financial and operational performance as well as the Company’s leadership and governance structure. Good governance and a commitment to operating with integrity is central to our culture, at all levels and in all parts of our business

Corporate Governance is more than set of processes and compliances at TCIL. It underlines the role that we see for ourselves for today, tomorrow and beyond. TCIL is having a well defined corporate structure that establishes checks and balances and delegates decision making to appropriate levels in the organization, though the board remains in effective control of the affairs of the company. TCIL believes that good Corporate Governance practices are essential for generating long term value and maintaining a sustainable business model.

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. Board is committed to ensuring there is a strong and effective system of corporate governance in place to support the successful execution of Company’s strategy The Board exercises independent judgment 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. Amid an exciting and eventful year, we continued to drive our Governance and sustainability initiatives with passion and diligence

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. 10 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 of IEMs 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, 63 RTI requests have been responded as under:

- Decisions where requests accepted -39

- Decisions where requests rejected under various provisions of RTI Act – 22

- No. of requests transferred to other Public Authorities under Section 6(3) of the Act – 2

D. Board of Directors

During the year the Board of Directors of the company met five times on 21st April 2016, 24th June 2016, 19th August 2016, 18th November 2016 and 14th February 2017.

Annexure ‘A’

Company’s Report on Corporate Governance


39

Shri A. Seshagiri Rao, joined as CMD, TCIL on 28.08.2017. His brief Profile is as follows:

Shri A. Seshagiri Rao, IRSSE, joined TCIL on 28.08.2017. Before joining TCIL, he was working as Director / Mktg & Plg in RailTel Corporation of India Ltd. During his tenure, RailTel has become very vibrant, the turnover increased almost three fold and the Company transformed from a simple bandwidth provider to a total system integrator and scaled many heights by delivering new segments of business in a collaborative manner. His rich experience in RailTel and Railways shall bring value to TCIL.

Shri Rao topped in Electronics and Communication Engineering from J.N.T.U., Kakinada (Andhra Pradesh) in 1981. He started his career in Railways as an IRSSE Officer of 1982 Batch and worked in all fields of Signaling and Telecommunications. For the completion of all targeted works ahead of schedule, he received Railway Board’s award. On the Academic front, he not only received gold medal in Advanced Management Programme in Vadodara but also obtained special merit scholarship in his schooling which continued till the completion of his Engineering

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

The details as to the attendance of the Directors in the Board Meetings and the last AGM held on 22nd September, 2016 and number of other directorships and committee memberships, chairmanships as on 31st March, 2017 are as follows:

Name of the Director Category Attendance in Board Meeting during 2016-

17

Attendance in Last AGM

Number of Directorships

in other Companies (*)

Number of Committees

(including TCIL)

Member Chairman

Shri A.K. Gupta Chairman and Managing Director & Director ( Finance)

5 Yes 1 Nil 1

Shri Rajesh Kapoor Director (Technical) 5 Yes 1 3 Nil

Shri Rajiv Gupta Director (Projects) 5 Yes 6 3 Nil

Shri Shashi Ranjan Kumar Director (Govt. Nominee) 5 Yes Nil 5 2

Smt. Sumita Purkayastha Director (Govt. Nominee) 5 - Nil 4 Nil

Smt. Rekha Suman Jain Independent Director 5 Yes 2 4 2

* 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.


40

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 company, 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.

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

Composition

The constitution of the Audit Committee as on 31.03.2017 was as follows:

1. Prof. Rekha Suman Jain, Chairperson

2. Sh. Shashi Ranjan Kumar, Member

3. Smt. Sumita Purkayastha, Member

The Audit Committee of the Board of Directors met five times on 21st April 2016, 24th June 2016,

19th August 2016, 18th November 2016 and 14th February 2017.

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. Prof. Rekha Suman Jain

Chairman Independent Director

5

2. Shri Shashi Ranjan Kumar

Member Govt. Nominee Director

5

3. Smt. Sumita Purkayastha

Member Govt. Nominee Director

5

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, 2017, following Directors were the Members of the Remuneration Committee:

(i) Prof. Rekha Suman Jain, Chairman

(ii) Sh. Shashi Ranjan Kumar, Member

(iii) Smt. Sumita Purkayastha, Member

Disclosure under Section 178(4) of the Companies Act, 2013 regarding the Policy to be framed by Nomination and Remuneration Committee in respect of remuneration of Directors, KMPS, Senior Management and other Employees.

Being a CPSU, the criteria for qualifications and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees is decided by the Govt. of India. However, the Ministry of Corporate Affairs has granted exemption vide notification dated 05.06.2015 except in case of Senior Management and other Employees.

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, 2017, the members of Risk Management Committee of Directors were as under:

(i) Sh. Shashi Ranjan Kumar, Chairman

(ii) Sh. Rajesh Kapoor, Member


41

(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]

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

38th 2015-16 22.09.2016 12:15 hrs

TCIL Bhawan

NIL

37th 2014-15 24.09.2015 12:15 hrs.

TCIL Bhawan

1

36th 2013-14 25.09.2014 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 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.

Apart from above, Directors are also nominated for training on Corporate Governance and other subjects conducted by DPE and other Institutions. During the year, the Directors attended the following training:

(a) Prof. Rekha Jain, Independent Director attended DPE workshop on Capacity Building of newly appointed non-official Directors on 17th and 18th March 2017 at Puducherry

(b) Sh. A.K. Gupta, CMD and Sh. Rajiv Gupta, D(P) attended Interactive Session on India and Iran: Challenges & Opportunities” on 16.06.2016 organised by Federation of Indian Export Organization’

(c) Sh. Rajesh Kapoor, D (T) and Sh. Rajiv Gupta, D(P) attended session on Risk Management Maturity Assessment in CPSEs on 08.07.16 organised by SCOPE

L. Whistle Blower Policy / Vigil Mechanism:

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 are provided 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


42

A. Industry Structure and Developments

India’s telecommunications sector continues to be an integral part of the country’s engine of growth, innovation and disruption. Indian telecom network is the second largest in the world after China, in terms of the number of telephone connections. India is gearing to have full tele-density by 2020 and the target seems to be fully achievable with telecom service operators who are expanding their reach every quarter and with renewed focus on rural areas. The country has 1124.41 Million telephone connections, including 1099.97 Million wireless telephone connections. Overall tele-density in the country is 87.85%. India, with 275 Million smart-phone subscribers, has the second largest smart-phone subscriber base in the world. The mobile industry in India currently contributes 6.5% (USD140 billion) to country’s GDP, and employs over 4 Million people (direct and indirect). Explosion in the adoption of digital services like e-payments, e-governance and entertainment has been enabled by huge investments in mobile data network. About Rs 9,27,000 Million have been invested so far by telecom service providers (TSPs) in building world class telecom infrastructure

By observing the state of the industry today, to a large extent, telecom companies have not succeeded in their efforts to monetize the flood of data running through their networks. Their services have become more commoditized. Their ability to reinvest in network upgrades and digital advances has been severely constrained. At the same time, many carriers have tried to provide all services to all people, delivering a wide variety of services to their customers. But as a group, they have not managed to excel at any of those services. So now they are vulnerable to competition.

The year 2016 is a landmark year in the Indian telecom industry. The much awaited sector consolidation set-in. Some of the key drivers for market consolidation include increasing pressure on profitability, hyper-competition, spectrum trading and sharing guidelines and favourable M&A policy. The high-voltage narrative of 2016 has left mobile subscribers craving for more in the coming year both in terms of tariffs which have touched

new lows, and technology. 4G has boosted mobile speeds to levels never experienced before by the data-hungry Indians.

In another significant development, 2016 saw the entry of a Greenfield 4G operator, introducing aggressive tariff plans, with free voice calls and low-cost data. It is expected to usher in exponential growth in data. Leading operators have launched 4G services in select circles, which would further boost data growth.

In addition, the digital payments ecosystem is growing by leaps and bounds in India. This is largely possible as India is transitioning to a digital economy. Digital wallets witnessed exponential growth in the back of the recent demonetization drive by the Government of India. The proportion of mobile wallet transaction volume to total payment transactions has increased from 0.4% in FY13 to 4% in FY16, and is expected to grow significantly in future. Further, with the launch of Payments Bank by a leading operators in 2016, financial inclusion for the unbanked would get a major boost.

Crashing data tariffs, free voice calls, disruptive entry of Reliance Jio and a no-holds-barred turf war to safeguard Rs 9 lakh Million worth of cumulative investments have set the tone for an action-packed 2017 for the telecom sector, which also had to grapple with the thorny issue of call drops this year.

As the industry is seeing unprecedented progress in terms of innovation and adoption of new technologies, TCIL has also set his hands to enter into new areas of technologies to cope up with immense competition and swift changing environment, and thus maintaining its standing over the years.

B. SWOT Analysis

Strength:

TCIL is undertaking Turnkey Projects in all fields of Telecommunications, Information Technology, Civil and Architectural consultancy in India and abroad TCIL has established itself as a trusted brand and expert in the Telecom Infrastructure Sector development in India and abroad. Our strategic focus has led to an improvement in our performance The TCIL’s strength include the following :

Annexure ‘B’

MANAGEMENT DISCUSSION & ANALYSIS


43

- Flexibility to adopt new Technologies.

- Good Brand Equity and Track record.

- International experience

- Technical expertise and Adoption of customer friendly approach.

- Registered with International agencies.

- Dedicated and Experienced Workforce capable of performing in most difficult geographies and terrain.

- Government of India Lineage and support

Weakness:

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

- Stiff competition in the market, the margins to be kept for grabbing the projects are declining rapidly, which are in turn depleting the percentage margin of the company.

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

- 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 in view of unfavourable terms of payment like BOT or Deferred payment Models

- Disqualification from bidding in Telecom tenders by BSNL/NTC, Nepal due to Company being Partner in TSPs in India and Nepal.

Opportunities

- 4G as a technology is maturing at a much faster rate than earlier expected, particularly so in India.

- The rise of 5G networks promises to spark an enormous wave of change.

- Accelerating growth of Tele-density in India

- sector is attracting significant domestic and global investment.

- IT adoption by various Govt. and Govt. bodies through GOI focus on Digital India and e-Kranti

- Significant opportunities arising by the internet across payment mechanisms, e-commerce, m-commerce and IoT.

- Mobile Internet and big data will create tremendous opportunities for telecom operators.

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

- Creation of telecom infrastructure in rural and remote areas.

- Broadband connectivity all over the Country

- Liberalisation efforts by Government of India

- 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 along with huge opportunities.

Threats

- Fast changing technology.

- Changing landscape of telecom and civil industry.

- Competition from OEMs / manufacturers and small players

- Privatisation of Telecom Administrations world–wide and lack of funding by Multilateral Institutions.

- Huge fund requirement due to TSPs awarding jobs on revenue sharing and managed services model.

- Tendering of projects on deferred payment/ BOT model by Govts.

- Substantially Decreased Margins in global tenders on account of fierce competition in Telecom & IT sector.

- Changing customer’s expectations and perceptions in a fast evolving multi-cultural, multi-lingual, and multi-technological environment.

C. Segment–Wise Performance

The segment wise performance of TCIL for the year


44

2016-17 is as follows:

Figures in Million (Rs.)

Primary

Telecom 5,432

Civil 1,097

Consultancy and Service Contract 3,445

Trading Activities 1,151

Other Operating Revenue 265

Secondary

Inland Projects 7,617

Foreign Projects 3,773

D. Outlook

Transformation for us is not just evolution in response to shifting global realities. It is a quest for new paradigms, harbours of hope and innovation in a deeply connected and collaborative world. 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:

y `Digital India’ programme announced by the Government of India.

y National e-Governance Plan announced by Government of India.

y Bharatnet Phase-II

y Telecom Development Plan for North East Region to be funded from Universal Service Obligation Fund (USOF).

y Focus on Broadband Multimedia Convergent Service Networks.

y Green Telecom, Cyber security , 5G Networks and ICT Development

y Smart cities

y Setting up of Application Development centre planned by DOT.

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

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

E. Risks and Concerns/ Risk Management Policy

Risk management is embedded in the Company’s operating framework .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. The framework has been designed to provide the Board Level Committee with a clear line of sight over risk and to enable informed decision making. 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. The Policy lays broad guidelines for the appropriate authority so as to be able to do timely identification, assessment, and prioritization 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 approving the risk policies and associated practices of the Company.

3) To review and approve various statements disclosures.

4) To provide assistance and improve the


45

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 recommendatins 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’s philosophy towards internal controls is based on the principle of healthy growth with a proactive approach to risk management. 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. The

Company deploys robust system of internal controls that facilitates fair presentation of our financial results in a manner that is complete, reliable and understandable, ensure adherence to regulatory and statutory compliances.

The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the company’s internal control, including its systems and processes and compliance with regulations and procedures. Internal Audit Reports are discussed with the management and reviewed by Audit Committee of the Board which also reviews the adequacy and effectiveness of the internal controls in the company. The Internal Audit function is also responsible to assist the Audit & Risk Management Committee on an independent basis with a full status of the risk assessments and management.

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 included as Annexure “E” of Director’s Report.


46

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 companies/

joint venturesPart “A”: Subsidiaries

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

Sl. No. Particulars Details1. Name of the subsidiary TCIL Bina Toll Road Limited2. The date since when Subsidiary was acquired 11.07.20123. Reporting period for the subsidiary concerned, if different from the holding

company’s reporting periodSame as Holding company

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

N.A.

5. Share capital 1,957.006. Reserves & surplus (3,031.31)7. Total assets 11,532.078. Total Liabilities 12,606.379. Investments -10. Turnover 514.8511. Profit before taxation (1,046.08)12. Provision for taxation -13. Profit after taxation (1,046.08)14. Proposed Dividend -15. Extent of shareholding (in percentage) 100

Sl. No. Particulars Details1. Name of the subsidiary TCIL Lakhnadone Toll Road Limited2. The date since when Subsidiary was acquired 21.08.20133. Reporting period for the subsidiary concerned, if different from the holding

company’s reporting periodSame as Holding company


N.A.

5. Share capital 2,311.006. Reserves & surplus (488.54)7. Total assets 8,821.058. Total Liabilities 6,998.589. Investments -10. Turnover 192.5311. Profit before taxation (464.00)12. Provision for taxation -13. Profit after taxation (464.00)14. Proposed Dividend -15. Extent of shareholding (in percentage) 100

Note : Figures in Bracket show negative figures.

N. JainGGM (F&CS)

A.K. Jain ED (LPF)

A.V.V.Krishnan ED (F&A)

A.K.GuptaDirector (Finance)

DIN 03564145

A. Seshagiri RaoChairman & Managing Director

DIN 06364174Place : New DelhiDate : 29.08.2017


47

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

Telecommunications Limited

2. The date since when Subsidiary was acquired 13.05.1988

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

Same as Holding company


N.A.

5. Share capital 4,567.62

6. Reserves & surplus (11,776.42)

7. Total assets 2,215.84

8. Total Liabilities 9,424.63

9. Investments -

10. Turnover 267.80

11. Profit before taxation (1,626.87)

12. Provision for taxation -

13. Profit after taxation (1,626.87)

14. Proposed Dividend -

15. Extent of shareholding (in percentage) 49%

Sl. No. Particulars Details1. Name of the subsidiary TCIL Oman LLC

2. The date since when Subsidiary was acquired 17.09.2008

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

01.01.2016 to 31.12.2016


Omani Riyal1 OR = Rs. 168.545 (closing

rate)

5. Share capital 252.82

6. Reserves & surplus 1.56

7. Total assets 256.95

8. Total Liabilities 2.57

9. Investments -

10. Turnover 0.70

11. Profit before taxation (0.07)

12. Provision for taxation -

13. Profit after taxation (0.07)

14. Proposed Dividend -

15. Extent of shareholding (in percentage) 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 01.04.2016 to 31.03.2017

4. Figures in Bracket show negative figures.

N. JainGGM (F&CS)

A.K. Jain ED (LPF)



DIN 03564145


DIN 06364174Place : New DelhiDate : 29.08.2017


48

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

31.03.2017 31.03.2017 31.03.2017(Unaudited)

31.03.2017(Unaudited)

-

2. Date on which the Associate or Joint Venture was associated or acquired

16.06.1989 20.04.1995 10.10.2001 01.04.1987 15.06.1982

3. 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%

4. Description of how there is significant influence

Due to percentage of Share Capital

held


held


held


held

Due to percentage of Share Capital held

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

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

6. Net worth attributable to shareholding as per latest audited Balance Sheet (Rs. In Lakhs)

186.92 200484 (2088.49) 674.92 -

7. Profit/Loss for the year (Rs. In Lakhs)

Considered in Consolidation 12.66 12849 Nil 126.09 -

Not Considered in Consolidation N.A. N.A. N.A. N.A. Refer Note 3 below

* Effective shareholding reduced to 14.97%.

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.

N. JainGGM (F&CS)

A.K. Jain ED (LPF)



DIN 03564145


DIN 06364174

Place : New DelhiDate : 29.08.2017


49

ANNEXURE ‘D’ TO THE DIRECTORS’ REPORT

(A) Conservation of Energy

TCIL is fully concerned regarding its responsibility for Environmental Protection and Energy Conservation. The Company is not in the manufacturing process, hence there is no significant consumption of energy in its operations. Some of the important energy conservation measures taken during the past few years are given as under :

y The recommendations of the auditors have been fully followed in order to conserve the electricity load and accordingly, consumption has been reduced.

y The lifts in TCIL HQ has been refurbished with energy efficient components (Motors, controllers etc.)

y A computerized micro processor based Building Management System has been provided in the Building for operation and monitoring the various Building Services.

y Solar Power Plant of 3.6 KWp capacity has been installed to cater to Street Lighting within TCIL Compound, thereby saving energy requirements, following the system of energy usage ontime/presence basis only.

y The air conditions of all building is switched off by 7.00 p.m. in the evening till morning 9.00 a.m.

y Before leaving office, every employee ensures Switching off desk computers/laptops and Switching off Lights.

TCIL Management has taken a decision for installation of LED based lighting in all floors of TCIL Bhawan. This project will replace all the previous lights with LED based Lights in a phasewise manner. This will lead to economy in expenditure and savings in the long run through reduction in energy consumed.

(B) Technology Absorption

Now-a-days technology is fast changing which has a direct impact on the operations of the company. Constant up-gradation of technology is essential to keep pace in the business environment. 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 Training has been made compulsory for all the executives at the time of their promotion to the next cadre.

(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$ 10.63 Million (Rs. 689.30 Million)

b. Total Foreign Exchange outgo: US$ 1.83 Million (Rs. 118.86 Million)

The total foreign exchange repatriated so far to our country is amounting to US$ 266.33 Million since inception.


50

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 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 2016-17

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

TCIL has already set up centralized Data center for CSR Tele-education project. CSR funds have been used for setting up central servers with 8 Mbps (now upgraded to 20 Mbps) dedicated internet connection & Tele-education software for the Tele-Education setup. In 2016-17, 10 schools were finalized to deliver Tele-education through this network as per the following locations:

• Shravasti district, Uttar Pradesh

• Basti district, Uttar Pradesh

• Purnia district, Bihar

List of Schools for providing Basic Computer Awareness program on TCIL Tele-education network under CSR 2016-17.

S. No. Name of School Location1 Banwari Devi Ashok Kumar Smarak Mahavidyalaya, Ghogvakal, Sirsiya Shrawsti, Uttar pradesh

2 Pandit Ashok Mishra Smarak Mahavidyalaya, Ashok nagar, Khutahna, Payagpur Baharaish, Uttar Pradesh

3 Subhash Chandra Bose Inter college, Ikauna Shrawsti, Uttar pradesh

4 Sunder das Ramlal Inter college, Balrampur sadar Balrampur, Uttar pradesh

5 Dr. Shyama Prasad Mookerjee Higher Secondary School Jigina Basti, Uttar Pradesh

6 Gajadhar Singh Angad Singh Academy, Hariya Basti, Uttar Pradesh

7 Kisan Inter Collage Maraha Kataya Basti, Uttar Pradesh

8 Kalanand uchch vidyalay, Gadbaneli, Prakhand- Kasva Purnia, Bihar

9 Sumrit Uchch Vidyalay, Banmankhi Purnia, Bihar

10 Gulab Chand Uchch Vidyalay, Rani Patra(Adarsh Gram), Prakhand-Purnia Poorv Purnia, Bihar


51

The following Tele-education equipments are provided in each school:

y Laptop

y Projector

y Camera

y Microphone

y Speakers

y Tele-education software

Tele-education equipments has been successfully installed and commissioned in 10 schools which are in operations for Tele-education lectures. Teaching partner (Orion Education Society) for conducting Computer awareness program in 10 schools has been assigned through tendering process. The lecture delivery on TCIL Tele-education network is being done on daily basis.

CSR funds allocated: Rs. 22.7 lakhs (Twenty Two lakhs & seventy thousand only)

Implementing Agency: Telecommunications Consultants India Limited.

Impact: 10 schools in remote locations of Basti & Shrawasti, UP and Purnia, Bihar are connected to TCIL CSR Tele-education network. Hundreds of children in these schools are taking lectures on Computer awareness program and getting exposure of modern technology. Appreciation letters have been received from the schools regarding usefulness of the program and awareness of the students.

Project 2: Skill development through Telecom Sector Skill Council

As per the MOU signed between DOT and Ministry of Skill Development and Entrepreneurship to develop and implement National Action Plan for Skill Development in Telecom Sector and achieving objective of fulfilling skill needs of the sector and at the same time providing quality opportunities / entrepreneurship, An agreement is signed between TCIL & Telecom Sector Skill Council (TSSC) for Skill development training in Telecom.

CSR funds allocated: Rs. 25.2 lakhs (Twenty Five lakhs & twenty thousand only)

Impact: A total of 317 Students were trained under TCIL Skill development initiative in the field of Call Centre Executive operations.

Location: Madhya Pradesh

Job Role: Customer care executive (call center) Telecom

Implementing Agency: Telecom Sector Skill Council (Registered Society)

Project 3: Contribution to Swachh Bharat Kosh

An amount of Rs. 25.2 lakhs (Twenty Five lakhs & twenty 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:

Students at remote end interacting with Teacher end through TCIL Tele-education Network

A Training Batch at TCIL in Skill Development Program


52

S.No. Name Designation Chairman / Member

1. Sh. Shashi Ranjan Kumar Director (Govt. nominee) Chairman

2. Prof. Rekha Jain Independent Director Member

3. Sh. Rajesh Kapoor Director (Technical) Member

4. 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 2015-16: Rs. 36.519 crores

Budget for CSR: Rs 73.1 lakhs

4. Prescribed CSR Expenditure

Rs. 73.1 lakhs

5. Details of CSR spent for the financial year :

(a) Total amount spent for the financial year: Rs. 64.93 lakhs

(b) Amount unspent: Rs. 8.17 lakhs

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

S. No.

CSR Projects/activities identified

Sector in which the project is covered

Projects or programs

1) Local area or other

2) Specify the state and district where projects

undertaken

Amount outlay

(budget) project

or program wise in (Rs. in lakhs)

Amount spend on projects or

programs.Subheads:1) Direct

expenditure on projects or programs1) Overheads (Rs. in

lakhs)

Cumulative expenditure

upto reporting

period2016-2017

(Rs. in lakhs)

Amount Spent:

Direct or through

implementing agency.

1 Contribution to Swachh Bharat Kosh

Schedule VII, item-I (Improving Sanitation)

Swachh Bharat Kosh

25.2 25.2 25.2 Direct contribution

2 Skill development through Telecom Sector Skill Council

Schedule VII, item-II (Promoting education)

Indore, Madhya Pradesh

25.2 20.16 20.16 Project implemented by Telecom Sector Skill

Council

3 Tele-education Network for delivering education in under developed regions

Schedule VII, item-II (Promoting education)

yBasti, Uttar Pradesh

yShrawasti, Uttar Pradesh

yPurnea, Bihar

22.7 19.57 19.57 Direct

TOTAL 73.1 64.93 64.93


53

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

S. No.

CSR Project CSR budget (Rs.

in lakhs)

Amount Spent (Rs. in lakhs)

Amount Unspent

(Rs. in lakhs)

Reason

1. Skill development through Telecom Sector Skill Council

25.2 20.16 5.04 Skill development training has been completed on 29th March 2017. 80% of allotted funds have been utilized before 31st March 2017. Release of remaining 20% funds to training partner as per MOU after completion of placements is under process.

2 Tele-education Network for delivering education in under developed regions

22.7 19.57 3.13 Tele-education equipments have been supplied to 10 schools. Unspent amount is carried forward and is being utilized for delivering a total of 375 tele-education lectures on Computer Awareness Program to 10 schools on TCIL Tele-education network which is in progress.

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 Committ)


54

Annexure 'F(1)'

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.

(b) Nature of contracts/arrangements/ transactions N.A.

(c) Duration of the contracts/ arrangements/ transactions 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 transaction

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 arrangement or transactions at arm's length basis

(a) Name(s) of the related party and nature of relationship Tamilnadu Telecommunications Limited-Subsidiary

(b) Nature of contracts/ arrangements/ transaction For providing raw material support and working capital support to TTL

(c) Duration of the contracts/ arrangements/ transactions As per the agreement between TCIL and TTL

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

The Board approved the following support to TTL for material and services for BSNL, Railway and BBNL Orders as of now as per recommendation of Audit Committee:- a) For an order of 1110 Kms. received by TTL from BBNL to be completed in 12 weeks, TTL shall be requiring raw material support of Rs. 2.50 crores and working capital support of Rs. 2.5 Crores.b) To provide raw material support of Rs. 77 Lacs in a staggered manner over two months and Rs. 22 lacs for sales tax, freight and conversion cost to TTL for Railway orders.c) To provide material support of Rs.1 Crore to TTL for BSNL Order. The Board approved the above mentioned support to TTL for material and services for BSNL, Railway and BBNL Orders"

(e) Date(s) of approval by Board, if any: 226th Meeting of the Board of Directors of TCIL held in New Delhi on 19.08.2016

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

A. Seshagiri Rao CMD - TCIL


55

Annexure 'F(2)'

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 thereto

1. Details of contracts or arrangements or transactions not at arm's length basis

N.A.


(b) Nature of contracts/arrangements/transactions N.A.



N.A.

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

N.A.




N.A.


(a) Name(s) of the related party and nature of relationship TCIL Lakhnadone Toll Road Limited (TLTRL)-Subsidiary

(b) Nature of contracts/ arrangements/ transactions Enhanced estimate of Lakhnadone Ghansore BOT Road Project

(c) Duration of the contracts/ arrangements /transactions As per the terms of agreement between TCIL and TLTRL and amendments thereon


Board accorded approval for the increase project cost of Rs. 91.76 Crores and grant of additional subordinated unsecured loan by TCIL to TLTRL upto Rs.12.27 crores at the interest rate at TCIL’s actual cost of borrowing from Bank plus 2% for TCIL Overheads


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



56

Annexure 'F(3)'

Form No. AOC- 2




N.A.


(b) Nature of contracts/arrangements/transactions N.A.



N.A.

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

N.A.




N.A.


(a) Name(s) of the related party and nature of relationship TCIL Lakhnadone Toll Road Limited-Subsidiary

(b) Nature of contracts/ arrangements/ transactions Approval of fund assistance to TCIL Lakhnadone Toll Road Ltd.

(c) Duration of the contracts/ arrangements /transactions Financial year 2016-17


The Board approved funding to TLTRL amounting to Rs.6.89 Crores at the interest rate of TCIL’s actual cost of borrowing from Bank plus 2% for TCIL Overheads during the financial year 2016-17 in addition to subordinated loan for enhancement of costs in the revised cost estimate.





57

Annexure 'F(4)'

Form No. AOC- 2




N.A.





N.A.


N.A.




N.A.



(b) Nature of contracts/ arrangements/ transaction Modification of Agreements with TTL regarding reduction of interest

(c) Duration of the contracts/ arrangements/ transactions Extension of Agreement upto 31.03.2017


a) sign an Addendum No.3 to the Agreement dated 25.05.2011 for reducing interest on raw material and working capital support w.e.f.1.1.16 and to include additional support as per decision of 226th Board Meeting for extension upto 31.03.2017.b) sign an Addendum No.2 to the Agreement dated 14.10.2010 for reducing interest rate on bridge loan w.e.f.01.01.2016.





58

Annexure 'F(5)'

Form No. AOC- 2




N.A.





N.A.


N.A.




N.A.



(b) Nature of contracts/ arrangements/ transaction Presentation by TTL

(c) Duration of the contracts/ arrangements/ transactions Until TCIL finally exits from TTL


The Board approved the trasfer of funds for salary and statutory payments/fees for court/arbitration cases of TTL until TCIL finally exits from TTL


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



59

Annexure 'F(6)'

Form No. AOC- 2




N.A.





N.A.


N.A.




N.A.



(b) Nature of contracts/ arrangements/ transaction Request for 5% additional Bank Guarantee support to TTL for western Telecom region, BSNL, Mumbai purchase order–request for performance Bank Guarantee for north eastern railway, Gorakhpur against their letter of advance acceptance and Raw material and working capital support to TTL - to execute pending railway orders

(c) Duration of the contracts/ arrangements/ transactions Issue of 5% additional bank guarantees and raw material support of Rs.265.89 lakhs to execute pending railway orders


The Board approved the issue of these guarantees and also raw material support of Rs.265.89 lakhs for executing pending Railway orders in view of utilization of fixed cost for productive use subject to TTL furnishing of progress report every fortnight





60

Annexure 'G'

Form No. MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31 March, 2017[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 GOVERNMENT COMPANY

(v) Address of the Registered office and contact details TCIL BHAWAN, GREATER KAILASH-I, NEW DELHI-110048

(vi) Whether listed company Yes/No NO

(vii) Name, Address and Contact details of Registrar and Transfer Agent, if any

M/S INDUS PORTFOLIO PRIVATE LIMITED, G-65, BALI NAGAR, NEW DELHI-110015

(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:

S. No.

Name and Description of main products / services

NIC Code of the Product/ services

% to total turnover of the company

1. Telecom Projects 61900 47.69%

2. Consultancy & Services Projects 62020 30.24%

3. Trading Projects 461 10.10%


61

(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 LLCP.O. BOX 3340, RUWI, Postal Code 112, Muscat, Oman

OMAN COMPANY SUBSIDIARY 70% 2(87)

2. Tamil Nadu Telecommunications Limited (TTL)No.16, Ist Floor, Aziz Mulk, 3rd street, Thousand Lights, Chennai Tamil Nadu 600006 India.

L32201TN1988PLC015705 SUBSIDIARY 49% 2(87)

3. TCIL Bina Toll Road Limited (TBTRL)R.No.301, 3rd Floor, TCIL Bhawan, Greater Kailash-I, New Delhi-110048 India

U45204DL2012GOI238685 SUBSIDIARY 100% 2(87)

4. TCIL Lakhnadone Toll Road Limited (TLTRL)R.No.302, 3rd Floor, TCIL Bhawan, Greater Kailash-I, New Delhi-110048 India

U45400DL2013GOI256742 SUBSIDIARY 100% 2(87)

5. United Telecom Limited. (UTL)Triveni Complex, Putali Sadak, Kathmandu, Nepal.

NEPAL COMPANY ASSOCIATE 26.66% 2(6)

6. Bharti Hexacom Limited. (BHL)Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase – II, New Delhi 110070 India

U74899DL1995PLC067527 ASSOCIATE 30% 2(6)

7. Intelligent Communication Systems India Limited.(ICSIL) Administrative Building, Okhla Industrial Estate, Phase III, New Delhi 110020 India

U74899DL1987GOI027481 ASSOCIATE 36% 2(6)

8. TBL International Ltd. (TBL)B-7, (2nd Floor) Rajori Garden, New Delhi – 110027 India

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

(g) Individual/HUF 0 0 0 0 0 0 0 0 0

(h) Central Govt 5,91,71,200 28,800 5,92,00,000 100% 591,71,200 28,800 5,92,00,000 100% 0

(i) State Govt (s) 0 0 0 0 0 0 0 0 0

(j) Bodies Corp. 0 0 0 0 0 0 0 0 0

(k) Bank/FI 0 0 0 0 0 0 0 0 0

(l) Any other 0 0 0 0 0 0 0 0 0

Sub-total (A)(1) :- 5,91,71,200 28,800 5,92,00,000 100% 591,71,200 28,800 5,92,00,000 100% 0

(2) Foreign 0

a) NRIs- Individuals 0 0 0 0 0 0 0 0 0

b) Other-Individuals 0 0 0 0 0 0 0 0 0

c) Bodies Corp. 0 0 0 0 0 0 0 0 0


62

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

d) Banks/FI 0 0 0 0 0 0 0 0 0

e) Any Other… 0 0 0 0 0 0 0 0 0

Sub-Total (A)(2):- 0 0 0 0 0 0 0 0 0

Total Shareholding of Promoter (A)=(A)(1)+(A)(2)

5,91,71,200 28,800 5,92,00,000 100% 591,71,200 28,800 5,92,00,000 100% 0

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 0

Sub-Total (B)(1) :- 0 0 0 0 0 0 0 0 0

2. Non-Institutions

(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) Individuals(i) Individual shareholders holding nominal share capital upto Rs.1 lakh.

0 0 0 0 0 0 0 0 0

(ii) Individual shareholders 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 0

Sub-Total (B)(2) :- 0 0 0 0 0 0 0 0 0

Total 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)

591,71,200 28,800 5,92,00,000 100% 5,91,71,200 28,800 5,92,00,000 100% 0


63

(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

company

% of Shares Pledged /

encumbered to total shares

No. of Shares

% of total

Shares of the

company

% of Shares Pledged /

encumbered to total shares

% change in share holding during

the year

1President of India through Chairman Telecom Commission

5,91,71,200 99.951% 0 5,91,71,200 99.951% 0 0

2 Shri.A.K.GautamGovt. Nominee

3600 0.006% 0 3600 0.006% 0 0

3 Ms. Sangeeta ChughGovt. Nominee

3600 0.006% 0 3600 0.006% 0 0

4 Shri.Mumtaj AhmadGovt. Nominee

3600 0.006% 0 3600 0.006% 0 0

5 Shri R.M.AgarwalGovt. Nominee

3600 0.006% 0 3600 0.006% 0 0

6 Shri.R.K.KaushikGovt. Nominee

3600 0.006% 0 3600 0.006% 0 0

7 Shri Shashi RanjanGovt. Nominee

3600 0.006% 0 3600 0.006% 0 0

8 Shri.Shiv NarainGovt. Nominee

3600 0.006% 0 3600 0.006% 0 0

9 Shri Sita Ram MeenaGovt. Nominee

3600 0.006% 0 3600 0.006% 0 0

TOTAL 5,92,00,000 100% 0 5,92,00,000 100% 0 0

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

Sl. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

At the beginning of the year 5,92,00,000 100% 5,92,00,000 100%

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

No change No change No change No change

At the End of the year 5,92,00,000 100% 5,92,00,000 100%


64

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

Sl. No.


Cumulative Shareholdingduring the year

For Each of the Top 10 Shareholders

No. of shares % of total shares of the Company

No. of shares % of total shares of the Company

At the beginning of the year

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

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


At the end of the year (or on the date of separation, 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.


Cumulative Shareholding during the year

For each of the Directors and KMP No. of Shares % of total shares of the Company

No. of Shares % of total shares of the Company

At the beginning of the year

3600 0.006% 3600 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.):


At the End of the year 3600 0.006% 3600 0.006%


65

V) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment (figures in Rs.)

Secured Loans excluding deposits

Unsecured Loans Deposits Total

IndebtednessIndebtedness at the beginning of the financial year

i) Principal Amount 51,66,83,996 1,27,91,29,254 0 1,79,58,13,250

ii) Interest due but not paid 0 0 0

iii) Interest accrued but not due 9,52,643 0 0 9,52,643

Total (i+ii+iii) 51,76,36,639 1,27,91,29,254 0 1,79,67,65,893

Change in Indebtedness during the financial year

* Addition 0 0 0 0

* Reduction 51,38,16,214 32,91,29,254 0 84,29,45,468

Net Change 51,38,16,214 32,91,29,254 0 84,29,45,468

Indebtedness at the end of the financial year

i) Principal Amount 38,20,425 95,00,00,000 0 95,38,20,425

ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 38,20,425 95,00,00,000 0 95,38,20,425

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (figures in Rs.)

Sl. No.

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

CMD AND DIR (F) DIR (TECHNICAL) DIR (PROJECT)

Sh. A.K. GUPTADIN 03564145

Sh. RAJESH KAPOORDIN 06370394

Sh. RAJIV GUPTADIN 06993918

1. Gross salary

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

35,69,351 33,80,714 25,35,650 94,85,715

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

2,37,344 224804 5,48,351 10,10,499

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

0 0 0 0

2. Stock Option 0 0 0 0

3. Sweat Equity 0 0 0 0

4. Commission - as % of profit - others, specify…

0 0 0 0

5. Others, please specify-Provident Fund-Medical

2,74,10461,332

2,60,34125,056

2,54,816130,544

7,89,2612,16,932

Total (A) 41,42,131 38,90,915 34,69,361 1,15,02,407

Ceiling as per the Act 5% of N.P. 5% of N.P. 5% of N.P. 5% of N.P.


66

B. Remuneration to other directors: (figures in Rs.)

Sl. No. Particulars of Remuneration Name of Directors Total Amount

Prof. REKHA JAIN

3.Independent Directors- Fee for attending board committee meetings - Commission -Others, please specify

1,30,00000

1,30,00000

Total (1) 1,30,000 1,30,000

4. Other Non- executive Directors- Fee for attending board committee meetings - Commission - others, please specify

000

000

Total(2) 0 0

Total(B)= (1+2) 1,30,000 1,30,000

Total Managerial Remuneration 1,16,32,407

Overall ceiling as per the Act 10% of N.P.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD (figures in Rs.)

Sl. No.

Particulars of Remuneration Key Managerial Personnel

CEO & CFO CS Total

Sh. A.K. GUPTA, CMD & Director

(Finance)DIN 03564145

Sh. N. JAIN, GGM (F&CS)

ACS 8245

1. Gross salary

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

35,69,351 25,75,755 61,45,106

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 2,37,344 28,678 266,022

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

0 0

2. Stock Option 0 0 0

3. Sweat Equity 0 0 0

4. Commission - as % of profit - others, specify…

0 0 0

5. Others, please specify-Provident Fund-Medical

2,74,10461,332

2,01,89134,048

4,75,99595,380

Total (A) 41,42,131 28,40,372 69,82,503


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VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act,

2013

Brief Description

Details of Penalty/Punishment/

Compounding/fees imposed

Authority[RD/NCLT/COURT]

Appeal made, if any (give details)

A. COMPANY

Penalty 0 0 0 0 0

Punishment 0 0 0 0 0

Compounding 0 0 0 0 0

B. DIRECTORS

Penalty 0 0 0 0 0



C. OTHER OFFICERS IN DEFAULT

Penalty 0 0 0 0 0




68

AGARWAL S. & ASSOCIATESCOMPANY SECRETARIES

119 & 127, Vardhman Star City Mall Sector 7, Dwarka, New Delhi-110075Email Id: [email protected]: 011–45052182; Mobile:9811549887

Annexure 'H'

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31st MARCH, 2017

{Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,The Members,Telecommunications Consultants India Limited.

We 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 TCIL/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 our verification of the TCIL’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 the financial period ended on 31st March, 2017 complied 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 31st March, 2017 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 thereunder; - Not Applicable

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; - Not Applicable

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder 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) Regulation, 2011;- Not Applicable

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; - Not Applicable

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; - Not Applicable

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; - Not Applicable


69

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; - Not Applicable

(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

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; - Not Applicable and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; - Not Applicable

(vi) Compliances/ processes/ systems under other applicable Laws to the Company are being verified on the basis of periodic certificate submitted to the Board of Directors of the Company.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India. Generally complied with.

(ii) The Listing Agreement and the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 with National Stock Exchange of India Limited & BSE Limited -Not Applicable.

(iii) DPE Guidelines on Corporate Governance for CPSE (DPE Guidelines).

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above subject to the following observations:

(i) Observation 1:

In terms of Section 149 (4) of the Companies Act, 2013 and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014, every public Company having a paid up share capital of Ten Crore rupees or more; or a turnover of One Hundred Crore rupees or more; shall have atleast two Independent Directors on the Board of the Company. Also, in terms of Para 3.1.4 of the Guidelines on Corporate Governance for Central Public Sector Enterprises, in case of an unlisted CPSE, at least one-third of the Board Members should be Independent Directors.

Further, in terms of Section 177(2) of the Companies Act, 2013 and Para 4.1.1 of the Guidelines on Corporate Governance for Central Public Sector Enterprises, the Audit Committee shall consist of a minimum of three directors with independent directors forming a majority.

Also, in terms of Section 178 (1) of the Companies Act, 2013, the Nomination & Remuneration Committee consisting of three or more non-executive directors out of which not less than one-half shall be Independent Directors.

Remark: The Company was required to appoint requisite no. of Independent Directors on its Board & committees. There was only one Independent Director on the Board of the Company. The Company is continuously pursuing with the Government of India for the appointment of requisite number of Independent Directors on their Board in order to comply with the provisions of the DPE Guidelines & Companies Act, 2013.

(ii) Observation 2:

In terms of Section 149 (8) read with Schedule IV (VIII), the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

In terms of Section 149 (8), the Company and independent directors shall abide by the provisions specified in Schedule IV. Schedule IV lays down a Code for independent directors. As per Schedule IV (VII) (1) & (3), the independent directors of the Company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management to:


70

(a) review the performance of non-independent directors and the Board as a whole.

(b) review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors.

(c) assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Remark: The Company should comply with Paragraph (VII) & (VIII) of Schedule IV of the Companies Act, 2013. However, Ministry of Corporate Affairs vide its notification dated 05th July, 2017 have exempted Government Companies from compliances under Clause (a) & (b) of sub- paragraph (3) of Paragraph VII & Paragraph VIII of Schedule IV of the Companies Act, 2013

We further report that the Board of Directors of the Company is required to be constituted as per provisions of the Companies Act, 2013 and DPE Guidelines. At present, there is only one Independent Director on the Board of the Company.

Generally, 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.

All the decisions made in the Board/Committee meeting(s) were carried out with unanimous consent of all the Directors/Members present during the meeting and dissent, if any, have been duly incorporated in the Minutes.

We 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.

We further report that during the audit period, there were no specific events/actions having a major bearing on the Company’s affairs in pursuance of the above referred laws.

For Agarwal S. & Associates,Company Secretaries,

CS Anuradha JainPartner

Place: New Delhi ACS No. : 36639Date: August 18, 2017 C.P No. : 14180

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.


71

'Annexure A'

To,The Members,Telecommunications Consultants India Limited

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 regulation 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 test basis.

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

For Agarwal S. & Associates,Company Secretaries,

CS Anuradha JainPartner

Place: New Delhi ACS No. : 36639Date: August 18, 2017 C.P No. : 14180

AGARWAL S. & ASSOCIATESCOMPANY SECRETARIES

119 & 127, Vardhman Star City Mall Sector 7, Dwarka, New Delhi-110075Email Id: [email protected]: 011–45052182; Mobile:9811549887


72

Annexure 'I'

Management reply to the Observations made by Secretarial Auditor in his Secretarial Audit Report for the F.Y. 2016-17

(i) Observation 1:

In terms of Section 149 (4) of the Companies Act, 2013 and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014, every public company having a paid up share capital of Ten Crore rupees or more; or a turnover of One Hundred Crore rupees or more; shall have atleast two Independent Directors on the Board of the Company. Also, in terms of Para 3.1.4 of the Guidelines on Corporate Governance for Central Public Sector Enterprises, in case of an unlisted CPSE, at least one-third of the Board Members should be Independent Directors.

Further, in terms of Section 177(2) of the Companies Act, 2013 and Para 4.1.1 of the Guidelines on Corporate Governance for Central Public Sector Enterprises, the Audit Committee shall consist of a minimum of three directors with independent directors forming a majority.

Also, in terms of Section 178 (1) of the Companies Act, 2013, the Nomination & Remuneration Committee consisting of three or more non-executive directors out of which not less than one-half shall be Independent Directors.

Remark: The Company was required to appoint requisite no. of Independent Directors on its Board & committees. There was only one Independent Director on the Board of the Company. Also, the composition of Audit Committee and Nomination & Remuneration Committee should be in terms with Section 177(2) and 178(1) of the Companies Act, 2013. The Audit Committee and Nomination & Remuneration Committee consists of only one Independent Director. TCIL is a Government Company under the administrative control of the Department of Telecom (DOT), Government of India and directors are nominated/ appointed by the Government of India. The company is continuously pursuing with Government of India for the appointment of requisite number of Independent Directors on their Board in order to comply with the provisions of the DPE Guidelines & Companies Act, 2013.

Reply to Observation 1: Noted. Further, the committee would be re-constituted as and when Independent Directors are appointed/ nominated by Govt. of India. The company is continuously pursuing with Department of Telecommunications for appointment of requisite number of Independent Directors on the Board in order to comply with the provisions of the DPE Guidelines & Companies Act, 2013.

(ii) Observation 2:

In terms of Section 149 (8) read with Schedule IV (VIII), the performance evaluation of independent directors, shall be done by the entire Board of Directors, excluding the director being evaluated.

In terms of Section 149 (8), the company and independent directors shall abide by the provisions specified in Schedule IV. Schedule IV lays down a Code for independent directors. As per Schedule IV (VII) (1) & (3), the independent directors of the Company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management to:

(a) review the performance of non-independent directors and the Board as a whole.

(b) review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors.

(c) assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Remark: The Company should comply with Paragraph (VII) & (VIII) of Schedule IV of the Companies Act, 2013. However, Ministry of Corporate Affairs vide its notification dated 05th July, 2017 have exempted


73

Government Companies from compliances under Clause (a) & (b) of sub-paragraph (3) of Paragraph VII & Paragraph VIII of Schedule IV of the Companies Act, 2013.

Reply to Observation 2: As per exemption notification dated 5th June 2015 and 05th July, 2017 issued by the Ministry of Corporate Affairs, Govt. Companies have been exempted regarding compliance with most of the provisions relating to Evaluation of Directors etc. Regarding separate meeting of Independent Directors, the same is noted. However, it is submitted that this provision could be complied only after appointment of second Independent Director


74

Sanjay ChughB Com (H), F.C.S.COMPANY SECRETARIES

317, Vardhman Plaza-I, J Block Commercial Complex, Rajouri Garden, New Delhi-110027Phone: 011–41443668; Mobile: 9810770237

CERTIFICATE ON CORPORATE GOVERNANCE

To,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, 2017. 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 CHUGH Date: 29.08.2017 COMPANY SECRETARY C.P. NO. 3073


75

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

Company

We, A. Seshagiri Rao, Chairman and Managing Director and A. K. Gupta, Director (Finance) of Telecommunications Consultants India Ltd. certify that in respect of the Financial Year ended on 31st March 2017:

(1) We have reviewed financial statements and the cash flow of statements for the year and that to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; and

(ii) 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.

(2) There are to the best of our 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.

(3) We accept responsibility for establishing and maintaining internal controls for financial

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

(4) We have indicated, wherever applicable, to the auditors and the Audit Committee.

a. significant changes if any in internal control over financial reporting during the year;

b. 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

c. instances of significant fraud, if any wherein there has been involvement of management or an employee having a significant role in the company’s internal control system over financial reporting.

(A. Seshagiri Rao) (A.K. Gupta)Chairman and Managing Director Director (Finance)

Place:- New DelhiDate:29.08.2017


76

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, 2017.

(A.K. Gupta) Chairman and Manging Director DIN NO. 03564145Place: New DelhiDate: 29.04.2017


77

Statement of Accounts



78

1. We have audited the accompanying standalone Ind AS financial statements of Telecommunications Consultants India Limited (‘the Company’), which comprise the Balance Sheet as at 31st March 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (herein after referred to as “standalone Ind AS financial statements”).

Management’s Responsibility for the Standalone Financial Statements

2. 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 of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with relevant rules issued there under. 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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these standalone Ind AS 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 there under.

4. We conducted our audit of standalone Ind AS financial statements 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 standalone Ind AS 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 standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS 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

Hingorani M. & Co. Chartered AccountantsPAN : AAAFH3312EGSTIN : 07AAAFH3312E1Z2

35, Netaji Subhash Marg, Darya Ganj, New Delhi - 110002

Tele : 011- 4106 8129, 2326 8129

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

Report on the Standalone Ind AS Financial Statements


79

reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS 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 Ind AS financial statements.

Opinion

7. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 including the Ind AS, of the state of affairs (financial position) of the Company as at 31st March, 2017, and its profit (financial performance including other comprehensive income) and its cash flows and the changes in equity for the year ended on that date.

Other Matters

8. The comparative financial information of the company for the year ended 31st March 2016 and the transition date opening Balance Sheet as at 1st April, 2015 included in these standalone Ind-AS financial statements, are based on previously issued statutory financial statements prepared in accordance with Companies (Accounting Standards) Rules, 2016 audited by us for the year ended 31st March 2016, our report dated 19th August 2016, and audited by one predecessor auditor for the year ended 31st March 2015 whose report dated 20th August 2015, expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in accounting principles adopted by the company on transition to the Ind AS, which have been audited by us.

9. We did not audit the financial statements of six branches included in the standalone Ind AS financial statements of the company whose financial information reflect total assets of Rs. 27882.58 lakhs as at 31st March, 2017 and total revenues of Rs 25676.71 lakhs for the year ended on that date, as considered in the standalone Ind AS 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 these matters.

Report on Other Legal and Regulatory Requirements

10. We enclose in the Annexure A, our report on the directions issued by the Comptroller and Auditor General of India 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.

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

12. 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 (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;


80

(e) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(f) We are informed that 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, in respect of 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 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 standalone Ind AS financial statements - refer Note no.37 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;

iv. The Company has provided requisite disclosures in its standalone Ind AS financial statements as regards its holding and dealings in Specified Bank Notes as defined in notification SO 3407(E) dated 8th November, 2016 of the Ministry of Finance, during the period from 8th November, 2016 to 30th December, 2016 and such disclosures are in accordance with the books of account maintained by the Company-refer Note no. 58 of the standalone Ind AS financial statements.

For Hingorani M & Co. Chartered Accountants Firm Regn.No. 006772N

(Pardeep Kumar) Partner Membership No. 085630

Place: New Delhi.Dated: 29.08.2017


81

Annexure-‘A’ to the Independent Auditor’s Report

Directions 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 2016-17 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) Bad debts/ advances amounting to Rs. 519.30 lakhs have been written off.

(ii) The company has not recognized interest income of Rs. 775.81 lakhs during the year owed by one of the subsidiary company as disclosed in note no. 53.

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 sub-contractors/ third parties, wherever applicable. During the year, no gift/grants(s) received from the Govt. or other authorities.



Place: New DelhiDated: 29.08.2017


82

(Referred to in paragraph 11 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, 2017, 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, 2017 on account of disputes are given below:

Annexure-‘B’ to the Independent Auditor’s Report


83

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 2006-07 Commercial Tax Department, Uttarakhand.

(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 were applied for the purpose 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) According to the information and explanations given to us and on the basis of our examination of the records of the company, the Company has not made any preferential allotment or private placement of equity shares. Therefore the provisions of clause 3(xiv) of the Order are not applicable to the company;

(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.





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(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 2017 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.


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

Annexure-‘C’ to the Independent Auditor’s Report


85

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, 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, 2017, 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.





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Balance Sheet as at 31 March 2017(All amounts are in Rupees in Lakhs, unless otherwise stated)

Particulars Note As at March 31, 2017

As at March 31, 2016

As at April 1, 2015

ASSETS

(1) Non-Current Assets

(a) Property, Plant & Equipment 3 5,310.20 5,527.41 5,948.43

(b) Capital Work in progress - 87.42 -

(c) Other Intangible assets 4 4,810.06 5,466.28 6,045.24

(d) Financial Assets

(i) Investment 5 19,608.27 20,342.45 19,501.36

(ii) Trade Receivables 6 974.80 1,983.09 1,363.66

(iii) Loans 7 11,110.47 8,427.10 10,379.01

(iv) Others 8 0.10 0.10 0.10

(e) Deferred Tax Assets(Net) 20 2,386.63 1,447.44 -

44,200.53 43,281.29 43,237.80

(2) Current Assets

(a) Inventories 9 733.95 1,117.99 1,206.85

(b) Financial Assets

(i) Trade Receivables 10 109,837.18 95,129.54 83,418.93

(ii) Cash & Cash Equivalents 11 8,206.27 7,104.18 2,605.51

(iii) Other Bank balances 12 394.07 238.51 171.43

(iv) Loans 13 1,906.59 1,911.05 9,260.70

(c) Current Tax Assets (Net) 14 3,052.34 3,584.03 3,432.21

(d) Other Current Assets 15 73,759.66 69,030.78 35,194.98

197,890.06 178,116.08 135,290.61

Total Assets 242,090.59 221,397.37 178,528.41

EQUITY AND LIABILITIES

EQUITY

(a) Equity Share Capital 2 5,920.00 5,920.00 4,320.00

(b) Other Equity 52,971.59 46,444.10 43,015.99

Total Equity 58,891.59 52,364.10 47,335.99

LIABILITIES

(1) Non-Current Liabilities

(a) Financial Liabilities

(i) Borrowings 16 7,200.00 9,500.00 11,611.83

(ii) Trade Payables 17 284.74 8.25 7.82

(iii) Other Financial liabilities 18 1,182.55 1,264.47 1,090.11

(b) Provisions 19 1,923.47 1,703.85 1,762.48

(c) Deferred Tax Liabilities (Net) 20 - - 174.66

10,590.76 12,476.57 14,646.90


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As at April 1, 2015

(2) Current Liabilities


(i) Borrowings 21 38.20 6,686.97 5,236.29

(ii) Trade Payables 22 107,109.12 100,187.48 63,973.28


(b) Other Current liabilities 24 18,935.73 13,072.70 11,211.03

(c) Provisions 25 10,588.55 3,365.23 1,452.99

172,608.24 156,556.70 116,545.52

Total Equity & Liabilities 242,090.59 221,397.37 178,528.41

Significant Accounting Policies 1

The accompanying notes are an integral part of the financial statements

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. A.K. Gupta A.Seshagiri Rao Chartered Accountants Director (Finance) Chairman & Managing Director(Firm Regn. No. : 006772N) DIN 03564145 DIN 06364174

(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: 29.08.2017Place: New Delhi

Balance Sheet as at 31 March 2017 (contd...)(All amounts are in Rupees in Lakhs, unless otherwise stated)


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Statement of Profit & Loss for the year ended 31 March 2017(All amounts are in Rupees in Lakhs, unless otherwise stated)

Particulars Note Year ended March 31, 2017

Year ended March 31, 2016

INCOME

Revenue from Operations 26 113,904.59 132,772.39

Other Income 27 6,606.44 3,048.32

Total Revenue 120,511.03 135,820.71

OPERATING EXPENDITURE

Cost of Materials Consumed 28 12,078.31 5,750.71

Purchases of Stock-in-Trade 10,582.90 24,986.97

Change in Inventories of Stock in Trade 29 - 2.36

Sub-Contracts Expenditure 50,337.78 64,117.69

Personnel Expenditure 30 18,879.04 17,448.47

Finance Costs 31 841.93 2,108.22

Depriciation and Amortisation Expense 3 1,447.19 1,385.26

Administrative and Other Expenses 32 15,878.85 8,636.13

Corporate Social Responsibility Expenses 79.62 56.00

Provisions made 2,434.12 4,871.59

Total Expenses 112,559.74 129,363.40

Profit before exceptional and extraordinary Items and Tax 7,951.29 6,457.31

Exceptional Items - -

PROFIT BEFORE TAX 7,951.29 6,457.31

Tax Expense 33

- Current Tax 1,814.73 2,954.58

- Deferred Tax (945.61) (1,608.77)

Total of Tax Expense 869.12 1,345.81

Profit/(Loss) for the period (A) 7,082.17 5,111.50

Other Comprehensive Income / (Loss)

(i) Items that may be re-classified to Profit & Loss

Exchange difference arising on translating foreign operations (0.01) (1,984.23)

Income Tax effect 33 - 686.70

Net other Comprehensive Income / (Loss) to be reclassified to Profit & Loss in subsequent periods

(0.01) (1,297.53)

(ii) Items that will not be reclassified to Profit & loss

Acturial Gain / (Loss) on defined benefit plans (176.06) (214.69)


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Statement of Profit & Loss for the year ended 31 March 2017 (contd..)(All amounts are in Rupees in Lakhs, unless otherwise stated)


The accompanying notes are an integral part of the financial statements

This 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. A.K. Gupta A.Seshagiri Rao Chartered Accountants Director (Finance) Chairman & Managing Director(Firm Regn. No. : 006772N) DIN 03564145 DIN 06364174




Income Tax effect 33 60.93 74.30

Net other Comprehensive Income / (Loss) not to be reclassified to Profit & Loss in subsequent periods

(115.13) (140.39)

Other Comprehensive Income / (Loss) net of tax (i+ii) (B) (115.14) (1,437.92)

Total comprehensive Income for the year net of tax (A+B) 6,967.03 3,673.58

Earnings per equity share:

- Basic 11.96 11.39

- Diluted 11.96 11.39


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STATEMENT OF CHANGES IN EQUITY (All amounts are in Rupees in Lakhs, unless otherwise stated)

A. EQUITY SHARE CAPITAL

Balance as at the beginning of reporting period - April 1, 2015

Changes in Equity Share Capital during the year

Balance as at March 31, 2016

Changes in Equity share capital during the year

Balance at the end of reporting period - March 31, 2017

4320.00 1600.00 5920.00 - 5920.00

B. OTHER EQUITY Share

application money

pending allotment

Equity Component

of compound financial

instruments

Reserves & Surplus Exchange differences

on translating the financial

statements of a foreign operation

Other items of Other

Comprehensive incomes

Total

General Reserves

Other Reserves

Retained Earnings

Balance at the beginning of reporting period April 1, 2015

43,775.36 - (759.37) - 43,015.99

Total comprehensive income for the year

5,111.50 (1,297.53) (140.39) 3,673.58

Less: Dividends paid in current year

257.22 257.22

Transfer to retained Earnings -

Any Other Change/Adjustment 11.75 11.75

Balance at the end 43,775.36 4,866.03 (2,056.90) (140.39) 46,444.10

Transfer to General Reserve 4,866.03 (4,866.03)

Balance at the end of reporting period March 31, 2016

48,641.39 - (2,056.90) (140.39) 46,444.10

Balance at the end of reporting period

Changes in accounting policy or prior period errors

-

Less: Profit transferred to Head Office Control a/c

- - - -

Restated balances at the beginning of the reporting period after IND AS adjustments

-

- - - -


7,082.17 (0.01) (115.13) 6,967.03


439.54 439.54

Transfer to retained Earnings 6,642.63 (0.01) (115.13) 6,527.49

Any Other Change/Adjustment - -

Balance at the end 48,641.39 - 6,642.63 (2,056.91) (255.52) 52,971.59

Transfer to General Reserve 6,642.63 (6,642.63)


55,284.02 - - (2,056.91) (255.52) 52,971.59

This is the Statement of Change in Equity referred to in our report of even date For and on behalf of the Board of Directors For Hingorani M & Co. A.K. Gupta A.Seshagiri Rao Chartered Accountants Director (Finance) Chairman & Managing Director(Firm Regn. No. : 006772N) DIN 03564145 DIN 06364174

(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



91

Cash Flow Statement for the year ended March 31, 2017(All amounts are in Rupees in Lakhs, unless otherwise stated)

Particulars Year ended March 31, 2017


A CASH FLOWS FROM OPERATING ACTIVITIESNet profit before taxation as per statement of Profit & Loss 7,951.29 6,457.31 - Extraordinary Items Net profit before taxation , and extraordinary items 7,951.29 6,457.31 Adjustments for :- Depreciation & Amortisation Expenses 1,447.19 1,385.26 - Foreign Exchange Loss / Gain (0.01) (1,984.22)-Loss / Profit on Sale of Assets/ Scrapping of Assets 76.15 25.01 - Interest Income (197.36) (111.58)- Dividend Income (5,782.20) (2,707.20)- Interest Expenses 775.98 1,768.36 - Provision for Doubtful Debts / Advances 1,699.94 4,722.72 - Bad Debts Written Off 519.30 862.10 - Provision for Losses in unfinished projects - 83.96 - Provision for Dimunition in value of Investment 734.19 64.91 - Acturial Gain / Loss on Defined Benefit Plan (176.06) (214.69)Operating profit before working capital changes 7,048.41 10,351.94 Adjustments for :- Change in Sundry Debtors (15,231.67) (17,383.54)- Change in Inventories 384.04 88.86 - Change in Trade payable 7,198.15 36,214.62 - Change in Other Current/ Non Current Liabilities & Provisions 6,967.58 3,828.75 - Change in Other Current / Non Current assets (8,088.30) (25,067.14)Cash generated from operations (1,721.79) 8,033.49 - Unrealised Foreign Exchange - Income taxes paid (1,222.11) (2,345.40)Net cash from operating activities - (A) (2,943.90) 5,688.09

B CASH FLOWS FROM INVESTING ACTIVITIES - Purchase of Fixed assets includinf FX Gain /Loss (772.41) (560.06)- Proceeds from sale of equipment 209.92 62.35 - Change in Investment - (906.00)-Change in Other Bank balances (155.56) (67.08)- Interest received 197.36 111.58 - Dividend received 5,782.20 2,707.20 Net cash from (used in) investing activities - (B) 5,261.51 1,347.99

C CASH FLOWS FROM FINANCING ACTIVITIES- Proceeds from issuance of Share Capital - 1,600.00 - Proceeds from Long-Term Borrowings - (2,111.83)- Interest paid (775.98) (1,768.36)- Dividend paid (439.54) (257.22)Net cash used in / from financing activities - ( c ) (1,215.52) (2,537.41)NET INCREASE / (DECREASE) IN CASH & BANK BALANCES - (A+B+C) 1,102.09 4,498.67 Cash and Bank balances at beginning of period 7,104.18 2,605.51 Cash and Bank balances at end of period 8,206.27 7,104.18 NET INCREASE / (DECREASE) IN CASH & BANK BALANCES 1,102.09 4,498.67

Notes : 1 The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Ind AS - 7 "Statement of Cash Flows"2 Cash and cash equivalents at the end of the period include deposit with banks R1.87 Lakhs (Previous year R 3.02 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 2017 amount to R 21462 Lakhs (Previous year R 18715 Lakhs)

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 For Hingorani M & Co. A.K. Gupta A.Seshagiri Rao Chartered Accountants Director (Finance) Chairman & Managing Director(Firm Regn. No. : 006772N) DIN 03564145 DIN 06364174




92

1.1 GENERAL

(a) Corporate information

Telecommunications Consultants India Limited (TCIL) is a company limited by shares, incorporated and domiciled in India in 1978. TCIL, a prime engineering and consultancy company, is a wholly owned Government of India Public Sector Enterprise under the administrative control of the Department of Telecommunications (DOT), Ministry of Communications, Government of India. A schedule ‘A’ Public Sector Company and a Mini Ratna category- 1. The Company is providing Indian telecom expertise in all fields of telecom, Civil and IT to developing countries around the world. Company's core competence is in the fields of Switching, Transmission Systems, Cellular services, Rural Telecommunication, Optical fiber based backbone trans systems, IT & Networking Solutions, Application Software, e-Governance, 3G/4G Network and also Civil construction projects.

(b) Significant Accounting Policies

This note provides a list of the significant accounting policies adopted in the preparation of these financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.

(c) Basis of preparation

i) Compliance with IND AS

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 by Ministry of Corporate Affairs. For comparatives, previous period numbers in the financial statements have been restated to Ind AS.

For all periods up to and including the year ended 31st March 2016, the Company prepared its financial statements in accordance with accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP). These financial statements for the year ended 31st March 2017 are the first financial statement of the Company under Ind AS.

ii) Historical cost convention

The financial statements have been prepared on a historical cost basis, except for the following:

y Certain financial assets and liabilities consideration that is measured at fair value; and

y Defined benefit plans – plan assets measured at fair value.

1.2 USE OF ESTIMATES

(a) Use of estimates and judgments

The preparation of the financial statements in conformity with IND AS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the Company financial statements is included in the following notes:

Notes Forming Part of the Financial Statement

1. SIGNIFICANT ACCOUNTING POLICIES


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y Classification of finance lease.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included in the following notes:

y Recoverable amount of Trade and other receivables.

y Provisions.

y Tax calculations.

(b) Summary of significant accounting policies

Current versus non-current classification

The Company presents assets and liabilities in the balance sheet based on current/ non-current classification.

An asset is treated as current when it is:

y Expected to be realized or intended to be sold or consumed in normal operating cycle

y Held primarily for the purpose of trading

y Expected to be realized within twelve months after the reporting period, or

y Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is current when:

y It is expected to be settled in normal operating cycle

y It is held primarily for the purpose of trading

y It is due to be settled within twelve months after the reporting period, or

y There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

The Company classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. The Company has identified twelve months as its operating cycle

1.3 RECOGNITION OF INCOME/ EXPENDITURE

Revenue Recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured by taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government.

(a) Consultancy Contracts

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

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

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


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(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 under 1.3 (c), while the works are accounted for in accordance with turnkey project under 1.3 (d), above.

b) In case of a contract for supply of material and services, income from supply of material is taken under 1.3 (c ), while for services income is taken under 1.3 (b) as service contract.

(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 isaccounted when the amount is due and recovery is certain.

iii) License 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 1.3(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 Operating Income” after completion of the warranty period.

(b) On Supplies covered under 1.3(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 Operating Income” after completion of the warranty period.

Others Provisions

Provisions for legal claims, service warranties, volume discounts and returns are recognized when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognized for future operating losses.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as interest expense.


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1.5 ACCOUNTING OF LEASES

Leases

Financial Lease

Finance leases are capitalized at the lease’s inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in borrowings or other financial liabilities as appropriate. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Under previous GAAPs, Land-Office was carried as Operating lease which is initially for 99 years, however, as per Ind AS, this leasehold land is capitalized in financial statements under Property, Plant & Equipment (taken as financial lease) & correspondingly a finance lease obligation (liability) is created.

Operating Lease

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Company as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease unless the payments are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases.

1.6 STORES, SPARES, STOCK-IN-TRADE AND WORK IN PROGRESS

Inventories:-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 is valued at cost plus attributable profit.

1.7 TRANSLATION OF FOREIGN CURRENCIES

Foreign Currencies

Items included in the financial statements of each of the foreign operations are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’).

Transactions & Balances

Transactions in foreign currencies are initially recorded at their respective functional currency spot rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.

Exchange differences arising on settlement or translation of monetary items are recognized in profit or loss with the exception of the following:

y Exchange differences arising in the financial statements that include the foreign operation (Branch/Site office) and the reporting entity, such exchange differences are recognized initially in OCI. These exchange differences are reclassified from equity to profit or loss on disposal of the net investment.


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y Exchange differences arising on monetary items that are designated as part of the hedge of the net investment of a foreign operation. These are recognized in OCI until the net investment is disposed of, at which time, the cumulative amount is reclassified to profit or loss.

y Tax charges and credits attributable to exchange differences on those monetary items are also recorded in OCI.

Non-monetary items that are measured in terms of historical cost in a foreign currency shall be translated using the exchange rate at the date of the transaction; and in case non-monetary items that are measured at fair value in a foreign currency shall be translated using the exchange rates at the date when the fair value was measured.

Translation to the presentation currency

The results and financial position of an entity whose functional currency is differ than presentation currency shall be translated into a presentation currency using the following procedures

(a) assets and liabilities for each balance sheet presented (ie including comparatives) shall be translated at the closing rate at the date of that balance sheet;

(b) income and expenses for each statement of profit and loss presented (ie including comparatives) shall be translated at exchange rates at the dates of the transactions; and

c) all resulting exchange differences shall be recognized in other comprehensive income.

The exchange differences referred to in above paragraph (c) result from:

y Translating income and expenses at the exchange rates at the dates of the transactions and assets and liabilities at the closing rate.

y Translating the opening net assets at a closing rate that differs from the previous closing rate.

These exchange differences are not recognized in profit or loss because the changes in exchange rates have little or no direct effect on the present and future cash flows from operations. The cumulative amount of the exchange differences is presented in a separate component of equity until disposal of the foreign operation.

On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, shall be reclassified from equity to profit or loss (as a reclassification adjustment) when the gain or loss on disposal is recognized.

1.8 BORROWING COSTS

Borrowings

Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method.

1.9 INVESTMENTS

Investment properties

Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Company, is classified as investment property. Investment property is measured initially at its cost, including related transaction costs and where applicable borrowing costs. Subsequent expenditure is capitalized to the asset’s carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance costs are expensed when incurred.


97

Investments (IND AS 101 and 27)

Investments in Subsidiaries, Joint ventures and associates in India or outside India are classified as long term investments and are carried cost. There may be decline in the value, if the company encounters impairment during the annual test of impairment; then the investment is shown at the reduced value. In case where the investments are quoted in stock exchange and are being quoted at less than the cost price for the last 12 months, in such cases, it is being treated as a permanent decline in the cost and are being accounted for at reduced value. On improvement of performance, 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.

1.10 INTANGIBLE ASSETS AND AMORTISATION-BOT PROJECTS

Intangible assets

(a) Software

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses.

The useful lives of intangible assets are assessed as either finite or infinite.

Intangible assets with finite lives are amortized over the useful economic lives and assessed for impairment whenever there is an indication or once in every year that the intangible assets may be impaired. The amortization period and method are reviewed at the end of each reporting period.

(b) Rights of collection

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 1.3(e) plus obligation towards negative grants payable, if any. Till completion of the project, the same is recognized as capital work-in-progress. 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.

Amortization

y Computer software is amortized on SLM method over a period of 3 years

y 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

1.11 CONTRACT COMPLETION

Revenue on turnkey jobs is recognized as per Accounting Policy 1.3(d). The contract is considered as completed when the last job in the contract is completed and the maintenance/ warranty period commences.

1.12 DEPRECIATION ON FIXED ASSETS IN INDIA AND ABROAD

Depreciation on Property, plant and equipment

Since there is no change in the functional currency, the Company has elected to continue with the carrying value for all of its Tangible/Intangible assets as recognized in its Indian GAAP financial statements as deemed cost at the transition date, viz., 1st April 2015.


98

Property, plant and equipment are stated at the cost of acquisition or construction less accumulated depreciation and write down for, impairment if any. Costs that are directly related to acquisition of asset are capitalized until the assets are ready to be put to use. Property, plant and equipment purchased in foreign currency are recorded at cost, based on the exchange rate on the date of purchase.

The Company identifies and determines cost of each component/ part of Property, plant and equipment separately, if the component/ part have a cost which is significant to the total cost of the Property, plant and equipment and has useful life that is materially different from that of the remaining asset.

Gains or losses arising from derecognition of Property, plant and equipment are measured as the difference between the net disposal proceeds and the carrying amount of Property, plant and equipment and are recognized in the statement of profit and loss when the Property, plant and equipment is derecognized. Cost of assets not ready for use at the balance sheet date is disclosed under capital work-in-progress.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. (Ind AS 16)

Depreciation on fixed assets

y Leasehold lands are amortized over the period of lease.

y 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.

y 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

y Capital items valuing less than Rs 5000/- each are fully depreciated in the year of acquisition

1.13 CAPITAL SUBSIDY/ GRANTS

Grants

y Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant will be received and the Company will comply with all attached conditions.

y Government grants relating to income are deferred and recognized in the profit or loss over the period necessary to match them with the costs that they are intended to compensate and presented within other income.

y Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to profit or loss on a straight- line basis over the expected lives of the related assets and presented within other income.

1.14 TAXATION

Taxes

The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company and its subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statement. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by


99

the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred tax assets are recognized for all deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.

Deferred tax liabilities are not recognized for temporary differences between the carrying amount and tax bases of investments in subsidiaries, branches and associates and interest in joint arrangements where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets are not recognized for temporary differences between the carrying amount and tax bases of investments in subsidiaries, branches and associates and interest in joint arrangements where it is not probable that the differences will reverse in the foreseeable future and taxable profit will not be available against which the temporary difference can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

1.15 AGENCY TRANSACTIONS

(i) Agency/ Sponsorship fee is paid on realization 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 responsible 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.

1.16 LIQUIDATED DAMAGES / CLAIMS

Liquidated damages/ claims deducted by customer or the company are considered on admittance basis and accounted for in miscellaneous expenses/ income.

1.17 RETIREMENT BENEFITS

Retirement Benefits

Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

Other long-term employee benefit obligations

The liabilities for earned leave and sick leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. The Actuarial valuation is taken and used to measure the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period. Re-measurements as a result of experience adjustments and changes in actuarial assumptions are recognized in profit or loss.


100

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

Post-employment obligations

The Company operates the following post-employment schemes:

a) defined benefit plans such as gratuity, post-employment medical plans; and

b) defined contribution plans such as provident fund.

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

Leave Encashment

For Leave Encashment of employees on retirement, the company provides liability on the basis of actuarial valuation.

Retirement Medical Benefits

The expected costs of these benefits are accrued over the period of employment using the same accounting methodology as used for defined benefit plans. Re-measurement gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited in other comprehensive income in the period in which they arise.

1.18 LIABILITIES / CONTINGENT LIABILITIES

Contingent liabilities are disclosed after a careful evaluation of the facts and legal aspects of the matter involved.

1.19 PREPAID EXPENSES.

Prepaid expenses upto Rs 25000/- are treated as expenditure of the current year and charged to the natural heads of account.

1.20 MISCELLANEOUS

i. Claims for interest on overdue receivables are accounted for on admittance.

ii. Claims for Export Incentives and Insurance claims are accounted on admittance.

iii. In case of BOT toll road project, expenses incurred on overlay shall be charged in the same financial year.

1.21 IMPAIRMENT

1) Financial assets

The Company assesses financial assets at each reporting date whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses (ECL) model for measurement and recognition of impairment loss on financial assets and credit risk exposure.

Company follows ‘simplified approach’ for recognition of impairment loss. The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

2) Non-financial assets

At each reporting date, the Company assesses whether there is any indication based on internal/external factors, that an asset may be impaired. If any such indication exists, the Company estimates the recoverable


101

amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount and the reduction is treated as an impairment loss and is recognized in the statement of profit and loss. If, at the reporting date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount. Impairment losses previously recognized are accordingly reversed in the statement of profit and loss.

1.22 FINANCIAL INSTRUMENTS

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Initial recognition and measurement: - All financial assets are recognized initially at fair value and transaction cost that is attributable to the acquisition of the financial asset is also adjusted.

Subsequent measurement:-

1) Financial instruments at amortized cost – the financial instrument is measured at the amortized cost if both the following conditions are met:

y The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

y Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method.

2) Financial assets at fair value through profit or loss (FVTPL) or fair value through other comprehensive income (FVOCI)

A financial asset is classified as FVTPL if it is classified as held for trading or is designated as such on initial recognition. In other cases, Company decides to classify the each financial instrument either as at FVOCI or FVTPL at initial recognition.

Financial asset

y Held-to-maturity financial assets

If Company, has positive intent and ability to hold debt securities to maturity, then such financial assets are classified as held to maturity. Held-to-maturity financial assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, held-to-maturity financial assets are measured at amortized cost using the effective interest method, less any impairment losses.

y Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses. Loans and receivables comprise cash and cash equivalents, and trade and other receivables.

y Cash and Cash equivalents

Cash and cash equivalents comprise cash balances (Cash in hand, bank balances) and call deposits with maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value, and are used by the Company in the management of the short-term commitments.

y Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are designated as available for sale


102

or are not classified in any of the above categories of financial assets. Available-for-sale financial assets are recognized initially at fair value plus any directly attributable transaction costs.

y Trade receivables

Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment

Financial liabilities

Company initially recognizes debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities (including liabilities designated as at fair value through profit or loss or fair value through other comprehensive income) are recognized initially on the trade date, which is the date that the Company becomes a party to the contractual provisions of the instrument.

The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled or expired.

Company classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method.

Other financial liabilities comprise loans and borrowings, bank overdrafts, and trade and other payables.


103

Note : 2A : EQUITY SHARE CAPITAL(All amounts are in Rupees in Lakhs, unless otherwise stated)

a) Authorised, Issued, Subscribed and Paid-up Share Capital:

Particulars As at March 31, 2017


As at April 1, 2015

Numbers (R) Numbers (R) Numbers (R)

Authorised Share Capital

Equity Shares of R10/- each 60,000,000 6,000 60,000,000 6,000 60,000,000 6,000

60,000,000 6,000 60,000,000 6,000 60,000,000 6,000

Issued, Subscribed and Paid-upEquity Share Capital

Equity Shares of R10/- each fully Paid-up

59,200,000 5,920 59,200,000 5,920 43,200,000 4,320

Total 59,200,000 5,920 59,200,000 5,920 43,200,000 4,320

b) Reconciliation of number of shares:



As at April 1, 2015


Equity Shares

Opening balance 59,200,000 5,920 43,200,000 4,320 43,200,000 4,320

Issued during the year - - 16,000,000 1,600 - -

Closing balance 59,200,000 5,920 59,200,000 5,920 43,200,000 4,320

c) Shareholders’ holding more than 5% shares of the Company:



As at April 1, 2015

Equity Shares

The President of India & his nominees (Nos)

59,200,000 59,200,000 43,200,000

Holding (%) 100 100 100

Notes :

i) Out of the shares outstanding as on 31.03.2017, 4,29,00,000 equity shares of R 10/-each have been allotted as fully paidup Bonus shares for consideration other than cash. Eight Government of India officials are holding 28,800 shares of R10/- 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.


104

B : OTHER EQUITY (All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

i) General ReserveOpening Balance 48,641.39 43,775.36

Additions / (Deductions) during the year 6,642.63 4,866.03

Closing Reserves 55,284.02 48,641.39 43,775.36

ii) Surplus in Statement of Profit & lossOpening Balance - -

Profit for the Period 7,082.17 5,111.50

Less:

Dividend paid 365.19 213.71

Income Tax on dividend paid 74.35 43.51

Any Other Changes / Adjustment - 11.75

Transfer to General Reserve 6,642.63 4,866.03

Closing Balance - - -

iii) Other Components of EquityExchange difference arising on translating foreign operations (Net of tax)

(2,056.91) (2,056.90) (759.37)

Acturial Gain / (Losses) on defined benefit plans (Net of tax)

(255.52) (140.39) -

Sub Total (iii) (2,312.43) (2,197.29) (759.37)

Total (i+ii+iii) 52,971.59 46,444.10 43,015.99


105

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107

NOTE 5 : NON CURRENT FINANCIAL ASSETS: INVESTMENTS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

Long - term Investment

- Joint Ventures:

Unquoted at Cost

Telecommunications Consultants Nigeria Ltd.

26000 fully paid Equity Shares of 1 Naira each (Previous year 26000 equity shares) representing 40% of Capital

Original Value 3.75 3.75 3.75

Less : Decline in value due to Devaluation of Naira 3.68 3.68 3.68

0.07 0.07 0.07

Bharti Hexacom Ltd.

7,50,00,000 fully paid Equity Shares (Previous year 7,50,00,000 equity shares) of R10 each, representing 30% of Capital

10,620.00 10,620.00 10,620.00

TBL International Ltd.

87,641 fully paid Equity Shares (Previous year 87,641 equity shares) of R100 each representing 44.94% of Capital

83.73 83.73 83.73

Intelligent Communications Systems India Ltd.

36,000 fully paid Equity Shares (Previous year 36,000 equity shares) of R100 each, representing 36% of Capital

36.00 36.00 36.00

United Telecom Ltd., Nepal

57,31,900 Equity Shares (Previous year 57,31,900 equity shares) of 100 Nepali Rupees each, representing 26.66% of Capital

3,584.19 3,584.19 3,584.19

14,323.99 14,323.99 14,323.99

- Subsidiaries

Unquoted at Cost

TCIL Oman LLC, Oman

1,05,000 Equity Shares (Previous year 1,05,000 equity shares) of 1 Omani Rial each, representing 70% of Capital

120.92 120.92 120.92

TCIL Bina Toll Road Ltd.

1,95,70,000 fully paid Equity Shares (previous year 1,95,70,000 equity shares) of R10 each , representing 100% of Capital

1,957.00 1,957.00 1,957.00

TCIL Lakhnadone Toll Road Ltd.

2,31,10,000 fully paid Equity Shares (previous year 2,31,10,000 equity share) of R10 each, representing 100% of Capital

2,311.00 2,311.00 1,405.00

4,388.92 4,388.92 3,482.92


108



As at April 1, 2015

- Quoted at Cost

Tamilnadu Telecommunications Ltd.

2,23,83,700 Equity Shares (Previous year 2,23,83,700 equity shares) of R10 each, representing 49% of Capital

2,238.37 2,238.37 2,238.37

(Market price as on 31.03.2017 is R 2.75 each (Previous year R 3.00 each)

Less: Provision for Dimunition in value of Investment 1,343.01 608.83 543.92

895.36 1,629.54 1,694.45

TOTAL 19,608.27 20,342.45 19,501.36

Aggregate value of Quoted Investment 2,238.37 2,238.37 2,238.37

Aggregate value of Unquoted Investment 18,712.91 18,712.91 17,806.91

Market value of Quoted Investment 615.55 671.51 1,060.99

Provision for Dimunition in value of Investment 1,343.01 608.84 543.92

NOTE 6 : NON CURRENT FINANCIAL ASSETS: TRADE RECEIVABLES(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

Long-term Trade Receivables (including trade receivables on deferred credit terms)

Unsecured

- Considered Good

Trade Receivables 405.08 1,459.06 843.51

Retention Money 569.72 524.03 520.15

- Considered Doubtful

Trade Receivables 1,069.47 847.31 1,242.96

2,044.27 2,830.40 2,606.62

Less: Provision for Doubtful Debts 1,069.47 847.31 1,242.96

TOTAL 974.80 1,983.09 1,363.66


109

NOTE 7 : NON CURRENT FINANCIAL ASSETS: LOANS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

Loans

Secured

- Considered Good

- Related parties * 1,165.73 1,165.73 1,165.73

- Others

- Staff Advances (Represent House Building Advance secured against first charge immovable property of the staff and Vechicle advance secured against First charge on Vehicle of the staff)

73.29 79.14 77.44

Unsecured

- Considered Good

Related parties ** 9,760.75 7,064.44 9,052.11

Others 5.61 8.26 11.78

Security Deposits 48.41 48.52 3.16

Interest Accured but not due on loans 56.68 61.01 68.79

TOTAL 11,110.47 8,427.10 10,379.01 * represent R1165.73 Lakhs (March 31, 2016 R 1165.73, April 1, 2015 R1165.73 Lakhs) due from Tamilnadu Telecommunications Ltd.

** represent R9760.75 Lakhs (March 31, 2016 R7064.43, April 1, 2015 R 9052.11 Lakhs) due from SPVs (TCIL Bina Toll Road Ltd and TCIL Lakhnadone Toll Road Ltd.)

NOTE 8 :NON CURRENT FINANCIAL ASSETS: OTHERS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

Bank deposits

Deposits with maturity of more than 12 months 0.10 0.10 0.10

(Pledged with bank against Guarantees)

TOTAL 0.10 0.10 0.10

NOTE 9 : CURRENT ASSETS: INVENTORIES(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

As taken, valued and certified by the Management (valued at cost)

- Stock-in-trade (in respect of goods acquired for trading) - - 2.36

- Stores & Spares (including with Sub-contractors) at projects sites

788.40 1,174.18 1,257.80

Less: Provision for obsolence/slow moving stores 54.45 56.19 53.31

TOTAL 733.95 1,117.99 1,206.85


110

NOTE 10 : CURRENT FINANCIAL ASSETS: TRADE RECEIVABLES(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

Billed Receivables

Unsecured

A. Outstanding for period exceeding six months

Considered Good

Trade Receivables * 26,337.48 25,799.10 44,272.76

Retention Money 375.47 297.22 354.71

Considered doubtful 5,214.23 4,203.14 -

TOTAL - A 31,927.18 30,299.46 44,627.47

B. Others

Considered Good

Trade Receivables 66,619.04 61,939.73 30,974.46

Retention Money 3,197.53 2,617.02 2,071.05

Unbilled 13,307.66 4,476.47 5,745.95

TOTAL - B 83,124.23 69,033.22 38,791.46

TOTAL (A+B) 115,051.41 99,332.68 83,418.93

Less : Provision for Loss allowance 5,214.23 4,203.14 -

TOTAL 109,837.18 95,129.54 83,418.93 * Includes amount due from Subsidiary Companies R5251.00 Lakhs (March 31, 2016 R5805.49 Lakhs, April 1, 2015 R5614.18 Lakhs)

NOTE 11 : CURRENT FINANCIAL ASSETS: CASH AND CASH EQUIVALENTS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

CASH AND CASH EQUIVALENTS

A. Cash in Hand (including imprest balances) 20.17 44.48 47.21

B. Balances with Banks

In Current Accounts 2,186.35 4,061.78 1,267.06

In Call Accounts 26.17 22.27 9.42

2,212.52 4,084.05 1,276.48

Less: Provision against fund blocked in Banks * 50.48 52.38 53.35

2,162.04 4,031.67 1,223.13

In Deposit Accounts

Deposits with maturity of less than 3 months 6,014.92 3,015.63 1,144.01

In Saving Bank 5.81 3.71 21.99

TOTAL - B 8,182.77 7,051.01 2,389.13

C. Cheques in hand 3.33 8.69 169.17

TOTAL - (A+B+C) 8,206.27 7,104.18 2,605.51 * The provision amount relates to Allied Bank of Nigeria, Nigeria and El Khalifa Bank, Algeria which went into liquidation long time back and for balances in Standard Chartered Bank and Barclays Bank, Botswana which could not be closed and repatriated.


111

NOTE 12 : CURRENT FINANCIAL ASSETS: OTHER BANK BALANCES(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

Deposits with maturity of more than 3 months but less than 12 months

394.07 238.51 171.43

(FDR of R172 Lakhs (March 31, 2016 R146 Lakhs, April 1, 2015 R146 Lakhs) pledge with Banks against Guarantees)

TOTAL 394.07 238.51 171.43

NOTE 13 :CURRENT FINANCIAL ASSETS: LOANS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

Advance recoverable in cash or in kind or for value to be received

Secured (Considered Good)

- Staff Advances (Represent House Building Advance secured against first charge immovable property of the staff and Vehicle advance secured against First charge on Vehicle of the staff)

22.89 27.24 30.47

22.89 27.24 30.47

Unsecured

- Considered Good 729.88 723.47 7,862.95

752.77 750.71 7,893.42

Security Deposits 627.58 836.44 1,028.09

Interest accrued but not due on loans 10.97 9.45 12.10

Interest accrued and Due on Loan - - 9.08

Interest accued but not due on Deposits(Includes interest on R447.00 Lakhs (March 31, 2016 R233.40, April 1, 2015 R260.01 Lakhs) deposits in the name of Client A/c TCIL)

515.27 314.45 318.01

TOTAL 1,906.59 1,911.05 9,260.70

NOTE 14 : CURRENT TAX ASSETS (Net)(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

Advance Tax and TDS 6,488.22 6,248.48 6,098.64

Less: Provision for Income Tax 3,435.88 2,664.45 2,666.43

TOTAL 3,052.34 3,584.03 3,432.21


112

NOTE 15 : OTHER CURRENT ASSETS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015


Unsecured

- Considered Good 15,374.48 14,925.83 1,838.44

- Considered Doubtful 3,094.71 2,336.74 1,821.75

18,469.19 17,262.57 3,660.19

Less: Provision for Doubtful advances 3,094.71 2,336.74 1,821.75

15,374.48 14,925.83 1,838.44

Interest accrued but not due on advances 203.21 306.90 330.24

Amount Due from Customers

Work In progress 246,149.97 209,355.69 157,822.60

Less: Bills Raised 188,858.17 156,642.40 126,480.71

57,291.80 52,713.29 31,341.89

MAT Credit Entitlement 39.09 53.00 769.76

Other Taxes Recoverable 851.08 1,031.76 914.65

TOTAL 73,759.66 69,030.78 35,194.98

NOTE 16 : NON CURRENT FINANCIAL LIABILITIES: BORROWINGS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

SECURED LOANS

Term Loan

Rupee Loan

- From Banks - - 4,711.83

UNSECURED LOANS

Term Loan

Rupee Loan

- From Govt. of India 9,500.00 9,500.00 6,900.00

Less: Current Maturities of Long Term 2,300.00 - -

Debts (Refer Note -23)

TOTAL 7,200.00 9,500.00 11,611.83 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 R9500 Lakhs. The amount of R6900 Lakhs was disbursed on 31/3/15 and balance of R2600 Lakhs 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.


113

NOTE 17 : NON CURRENT FINANCIAL LIABILITIES: TRADE PAYABLES(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

Trade Payables 284.74 8.25 7.82

TOTAL 284.74 8.25 7.82

NOTE 18 : NON CURRENT FINANCIAL LIABILITIES: OTHERS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

a. Lease obligation 599.54 599.56 599.57

b. Others 583.01 664.91 490.54

TOTAL 1,182.55 1,264.47 1,090.11

NOTE 19 : NON CURRENT PROVISIONS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

Post Retirement Medical Benefits 687.73 532.16 504.13

Leave Salary Encashment 959.75 914.36 1,050.25

Others (Employee Benefits) 275.99 257.33 208.10

TOTAL 1,923.47 1,703.85 1,762.48


114

NOTE 20 : DEFERRED TAX LIABILITIES / (ASSETS)(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

Deferred Tax Liability:

Related to Fixed Assets 1,925.00 1,910.69 1,948.26

Total 1,925.00 1,910.69 1,948.26

Deferred Tax Assets:

Provision for Doubtful Debts 2,174.66 1,747.86 396.51

Provision for Doubtful Advances 1,071.02 808.70 645.19

Provision for Leave Encashment / Bonus 526.65 514.96 500.42

Others 539.30 286.61 231.48

Total 4,311.63 3,358.13 1,773.60

Net Deferred Tax Liabilities / (Assets) (2,386.63) (1,447.44) 174.66

NOTE 21 : CURRENT FINANCIAL LIABILITIES: BORROWINGS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

a) SECURED LOANS

- From Banks - 3,395.68 2,378.68

(Overdraft Secured against Receviables)

b) UNSECURED LOANS

Short Term Loan

- Foreign Currency Loan from Banks 38.20 513.49 2,353.28

- Loan from Banks - 2,777.80 504.33

TOTAL 38.20 6,686.97 5,236.29

NOTE 22 : CURRENT FINANCIAL LIABILITIES: TRADE PAYABLES(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

a. Trade Payables 106,861.41 99,944.43 63,693.07

b. Dues to Related Parties 247.71 243.05 280.21

TOTAL 107,109.12 100,187.48 63,973.28


115

NOTE 23 : CURRENT FINANCIAL LIABILITIES: OTHERS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

a. Currenct Maturities of Long Term Debts 2,300.00 1,771.16 2,959.44

b Interest Accrued but not Due on Borrowings - 9.53 2.17

c. Interest Accrued and Due on Borrowings 9.53 - 23.52

d. Others 33,627.11 31,463.63 31,686.80

TOTAL 35,936.64 33,244.32 34,671.93

NOTE 24 : OTHER CURRENT LIABILITIES(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

a. Advance from Customers 17,333.43 11,291.58 9,368.85

b. Other Payables ( Including Sales Tax , Service Tax and Others)

1,602.30 1,781.12 1,842.18

TOTAL 18,935.73 13,072.70 11,211.03

NOTE 25 : CURRENT PROVISIONS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

a. Provision for Warranty Period Expenses * 8,294.41 861.09 479.21

b. Employee Benefits 2,183.78 2,393.39 943.34

c. Others

- Provision for Losses in Unfinished Projects 110.36 110.75 30.44

TOTAL 10,588.55 3,365.23 1,452.99

* Provision for Warranty Period Expenses:



As at April 1, 2015

Opening Balance 861.09 479.21 426.35

Add: Provided for Current Year 7,941.15 688.02 355.56

Less: Withdrawn during the Current Year 179.76 23.30 14.76

Less: Utilized during the Current Year 328.07 282.84 287.94

Closing Balance 8,294.41 861.09 479.21


116

NOTE 26 : REVENUE FROM OPERATIONS(All amounts are in Rupees in Lakhs, unless otherwise stated)



I. Sale of Products 11,513.82 24,946.93

II. Sale of Services

a) Turnkey Projects Completed 28,504.52 23,050.55

b) Accretion/Deccretion in work in progress

Closing work in progress 246,149.97 209,355.69

Less: Opening Work in Progress and adjustment 209,355.69 157,822.60

36,794.28 51,533.09

c) Maintenance / Service Contracts 32,520.14 30,033.00

d) Consultancy Projects 1,103.04 934.99

e) Other Projects 822.83 884.93

III. Other Operating Revenue

- Interest on Advance from Sub-contractor 62.07 50.41

- Overheads recovered from Sub-contractor 12.73 5.66

- Sale of Tenders 0.54 1.50

- Provision for Warranty Period Expenses written back 179.76 23.30

- Excess provision / liabilities written back 2,390.86 1,308.03

TOTAL 113,904.59 132,772.39

NOTE 27 : OTHER INCOME(All amounts are in Rupees in Lakhs, unless otherwise stated)



Interest (Gross)

- Fixed Deposit 189.00 103.27

- Loans to employees 8.36 8.31

Other Non-Operating income

- Dividend Received 5,782.20 2,707.20

- Others 570.96 229.54

Gain on foreign currency transactions 55.92 -

TOTAL 6,606.44 3,048.32


117

NOTE 28 : COST OF MATERIALS CONSUMED(All amounts are in Rupees in Lakhs, unless otherwise stated)



A. STORES & SPARES

Opening Stock 1,174.18 1,257.80

Add: Purchases 11,656.23 5,561.22

Less: Closing Stock 788.40 1,174.18

Stores & Spares consumed 12,042.01 5,644.84

B. LOOSE TOOLS

Opening Stock - -

Add: Purchases 36.30 105.87

Less: Closing Stock - -

Loose tools consumed 36.30 105.87

TOTAL (A + B) 12,078.31 5,750.71

NOTE 29 : CHANGE IN INVENTORIES OF STOCK IN TRADE(All amounts are in Rupees in Lakhs, unless otherwise stated)



Stock at Close - -

Stock at Commencment - 2.36

(Increase) / Decrease in stock - 2.36


118

NOTE 30 : PERSONNEL EXPENDITURE(All amounts are in Rupees in Lakhs, unless otherwise stated)



Salaries (Including Foreign DA) 14,785.27 13,586.82

Leave Salary & Pension Contribution 15.11 12.20

Provident & Other Funds Contribution 1,022.31 973.30

Medical Reimbursement 556.10 487.00

Staff Welfare including Camp Expenses 377.49 461.68

Liveries 5.22 5.99

Performance Related Pay (PRP) 397.56 211.84

Bonus 11.30 16.90

Rent for Employee Accomodation:

Gross: 457.86 242.88

Less: Recoveries 3.19 4.23

Leave Salary Encashment 333.75 222.07

Children Education Allowance 3.86 2.97

Perks 478.24 740.84

House Furnishing & Maintenance Allowance 242.49 241.70

Leave Travel Concession 21.65 55.95

Gratuity 108.62 131.14

Employees Accident Group Insurance 3.15 5.41

PF Admin Charges 10.96 10.57

Retired. Employee Medical Scheme 51.29 43.44

TOTAL 18,879.04 17,448.47

NOTE 31 : FINANCE COSTS(All amounts are in Rupees in Lakhs, unless otherwise stated)



Interest

- Interest Expense on Term Loans 623.82 1,097.81

- Interest Expense on Overdrafts & Other Borrowings 152.16 670.56

Loss on foreign currency transactions - 253.57

Amortisation Cost 65.95 86.28

TOTAL 841.93 2,108.22


119

NOTE 32 : ADMINISTRATIVE AND OTHER EXPENSES(All amounts are in Rupees in Lakhs, unless otherwise stated)



Rent 1,094.82 895.17

Rates and Taxes 1,570.12 1,023.32

Insurance 459.00 394.01

Bank & Guarantee Charges 262.72 284.15

Business Promotion 59.05 64.14

Agency Commission & Sponser Fee 420.10 375.75

Legal & Professional Charges 193.49 177.56

Consultancy 147.36 165.12

Electricity & Water 230.64 266.10

Telephone,Telex & Postage 218.84 268.77

Printing & Stationery 129.92 116.27

Traveling 762.05 939.55

Advertisement 35.25 80.45

Books and Periodicals 2.50 5.32

Seminar & Training 13.73 28.43

Repairs & Maintenance

- Plant & Machinery 203.34 324.41

- Building 72.68 62.01

- Others 85.18 132.16

Loss on Currency Translation (Net)

Vehicle Running & Maintenance 348.09 370.11

Misc. Expenses 329.16 122.13

Auditors Remuneration

- Audit Fee 52.10 45.75

- Taxation Matters 14.31 12.25

- Other Services Including Certification 2.00 1.75

- Reimbursement of expenses 0.54 0.03

Hiring Charges

- Machinery 90.98 179.26

- Vehicles 398.98 595.94

Directors Sitting Fees 1.53 0.99

Provision for Warranty Period Expenses 7,941.15 688.02

Loss on Sale / Scrapping of Assets 76.15 25.01

Bad Debts/Advances Written off 519.30 862.10

Donation 0.50 0.50

Security & Maintenance 143.27 124.35

Research & Development - 5.25

TOTAL 15,878.85 8,636.13


120

NOTE 33 : TAX EXPENSES(All amounts are in Rupees in Lakhs, unless otherwise stated)



Current Tax (including tax effect in OCI) 1,813.55 2,218.33

Provision for Taxation for earlier years (59.75) (24.75)

Deferred Tax Charge (945.61) (1,608.77)

TOTAL 808.19 584.81


121

Notes annexed to and forming part of the Financial Statements for the year ended 31 March 2017(All amounts are in Rupees in Lakhs, unless otherwise stated)

34 Financial instruments – Fair values measurement

Financial instruments by category

31 March 2017 31 March 2016 1 April 2015

FVTPL FVOCI Amortised Cost



Financial assets

Investments in unquoted Equity instruments*

- - 18,712.92 -

- 18,712.92 - - 17,806.91

Investments in quoted Equity instruments

895.35 - - 1,629.53 - - 1,694.45 - -

Security Deposits - - 675.99 - - 884.96 - - 1,031.25

Loans given - - 11,758.15 - - 9,068.28 - - 18,200.48

Deposits with original maturity of more than 12 months

- - 0.10 - - 0.10 - - 0.10

Interest Accured but not due on loans & deposits

- - 582.92 - - 384.91 - - 398.90

Interest accrued and Due on Loan

- - - - - - - - 9.08

Trade receivables - - 110,811.98 - - 97,112.63 - - 84,782.59

Cash and Cash Equivalents

- - 8,206.27 - - 7,104.18 - - 2,605.51

Deposits with original maturity of more than 3 months but less than 12 months

- - 394.07 - - 238.51 - - 171.43

Total 895.35 - 151,142.40 1,629.53 - 133,506.49 1,694.45 - 125,006.25


Long term borrowings - - 7,200.00 - - 9,500.00 - - 11,611.83

Short term borrowings - - 38.20 - - 6,686.97 - - 5,236.29

Currenct Maturities of Long Term Debts

- - 2,300.00 - - 1,771.16 - - 2,959.44

Security Deposits Received

- - 5,997.00 - - 5,837.39 - - 5,400.48

Finance lease obligation payable

- - 599.54 - - 599.56 - - 599.57

Interest accrued but not due

- - - - - 9.53 - - 2.17

Interest accrued but due

- - 9.53 - - - - - 23.52

Trade payables - - 107,393.86 - - 100,195.73 - - 63,981.10

Other payables - - 28,213.12 - - 26,291.15 - - 26,776.86

Total - - 151,751.25 - - 150,891.49 - - 116,591.26

* Investments in subsidiaries, joint ventures and associates are carried at cost under IndAs 27 “Separate financial statements”


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Fair value measurement

(i) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

Financial assets and liabilities measured at fair valueFair value measurement using

As at 31 March 2017 Level 1 Level 2 Level 3 Total

Financial assets:

Investments in unquoted Equity instruments - - 18,712.92 18,712.92

Investments in quoted Equity instruments 895.35 - - 895.35

895.35 - 18,712.92 19,608.27

Assets and liabilities which are measured at amortised cost for which fair values are disclosed

Fair value measurement using


Financial assets:

Security Deposits - - 675.99 675.99

Advances recoverable in cash - - 11,758.15 11,758.15

Deposits with original maturity of more than 12 months - - 0.10 0.10

Interest Accured but not due on loans & deposits - - 582.92 582.92

Interest accrued and Due on Loan - - - -

Trade receivables - - 110,811.98 110,811.98

Cash and Cash Equivalents - - 8,206.27 8,206.27


- - 394.07 394.07

- - 132,429.48 132,429.48

Financial liabilities:

Long term borrowings - - 7,200.00 7,200.00

Short term borrowings - - 38.20 38.20

Currenct Maturities of Long Term Debts - - 2,300.00 2,300.00

Security Deposits Received - - 5,997.00 5,997.00

Finance lease obligation payable - - 599.54 599.54

Interest accrued but not due - - - -

Interest accrued but due - - 9.53 9.53

Trade payables 107,393.86 107,393.86

Other payables - - 28,213.12 28,213.12

- - 151,751.25 151,751.25


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Financial assets and liabilities measured at fair value



Financial assets:


Investments in quoted Equity instruments 1,629.53 - - 1,629.53

1,629.53 - 18,712.92 20,342.45

Assets and liabilities which are measured at amortised cost for which fair values are disclosedFair value measurement using


Financial assets:


Loans given - - 9,068.28 9,068.28



Interest accrued and Due on Loan - - 97,112.63 97,112.63


Cash and Cash Equivalents - - 238.51 238.51


- - 114,793.57 114,793.57



Short term borrowings - - 6,686.97 6,686.97




Interest accrued but not due - - 9.53 9.53

Interest accrued but due - - - -

Trade payables 100,195.73 100,195.73

Other payables - - 26,291.15 26,291.15

- - 150,891.49 150,891.49


As at 1 April 2015 Level 1 Level 2 Level 3 Total

Financial assets:


Investments in quoted Equity instruments 1,694.45 - - 1,694.45

1,694.45 - 17,806.91 19,501.36


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Financial assets:

Security Deposits - - 1,031.25 1,031.25




Interest accrued and Due on Loan - - 9.08 9.08


Cash and Cash Equivalents 2,605.51 2,605.51


- - 171.43 171.43

- - 107,199.34 107,199.34









Trade payables 63,981.10 63,981.10

Other payables 26,776.86 26,776.86

- - 116,591.26 116,591.26

ii) Measurement of fair values

The different levels of fair value have been defined below:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity specific estimates. I fall significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted securities.

There have been no transfers in either direction for the years ended 31st March 2017 and 31st March 2016.


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(iii) Accounting classification and fair values

Fair value

March 31, 2017 March 31, 2016 April 1,2015

Financial assets

Investments in unquoted Equity instruments 18,712.92 18,712.92 17,806.91

Investments in quoted Equity instruments 895.35 1,629.53 1,694.45


Advances recoverable in cash 11,758.15 9,068.28 18,200.48

Deposits with original maturity of more than 12 months 0.10 0.10 0.10

Interest Accured but not due on loans & deposits 582.92 384.91 398.90

Interest accrued and Due on Loan - - 9.08

Trade receivables 110,811.98 97,112.63 84,782.59

Cash and Cash Equivalents 8,206.27 7,104.18 2,605.51


394.07 238.51 171.43

152,037.75 135,136.02 126,700.70


Long term borrowings 7,200.00 9,500.00 11,611.83

Short term borrowings 38.20 6,686.97 5,236.29

Currenct Maturities of Long Term Debts 2,300.00 1,771.16 2,959.44

Security Deposits Received 5,997.00 5,837.39 5,400.48

Finance lease obligation payable 599.54 599.56 599.57

Interest accrued but not due - 9.53 2.17

Interest accrued but due 9.53 - 23.52

Trade payables 107,393.86 100,195.73 63,981.10

Other payables 28,213.12 26,291.15 26,776.86

151,751.25 150,891.49 116,591.26

The carrying amounts of trade receivables, trade payables and cash and cash equivalents are considered to be the same as their fair values, due to their short-term nature. For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.


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35 Financial risk management

The Company has exposure to the following risks arising from financial instruments:

y Credit risk ;

y Liquidity risk ; and

y Market risk

This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the impact of hedge accounting in the financial statements

Risk Exposure arising from Measurement Management

Credit Risk Cash and Cash Equivalents, trade receivables, financial assets measured at amortized cost.

Aging analysis Credit ratings

Diversification of bank deposits, credit limits and letters of credit

Liquidity Risk All financial liabilities Rolling cash flow forecasts

Availability of borrowing facilities

Market Risk - Interest rate Borrowings Sensitivity analysis Diversification of loans

Market Risk - Foreign Exchange

Recognized financial assets and liabilities not denominated in Indian Rupee (INR)

Cash flow forecasts Sensitivity Analysis

Risk management framework

The Company's principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations.The Company’s principal financial assets include loans, trade and other eceivables, and cash and cash equivalents that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Group’s senior management oversees the management of these risks. The Company’s senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The financial risk committee appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives.

i. Credit risk

Credit risk arises from cash and cash equivalents, investments and deposits with banks and financial institutions, as well as credit exposures to customers including outstanding receivables. Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and investments in securities.

The Company continuously monitors defaults of customers and other counterparties, identified either individually or by the Group, and incorporates this information into its credit risk controls. Where available at reasonable cost external credit ratings and/or reports on customers and other counterparties are obtained and used. The Company’s policy is to deal only with creditworthy counterparties.

Credit risk management

The company assess and manages its risk based on the following categories arived on the basis of assumptions, inputs, factors specfic to the class of financial assets:-


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Particulars Particulars 31 March 2017 31 March 2016 1 April 2015

Negligiable credit risk* Cash and bank balances along with fixed deposits

8,600.44 7,342.78 2,777.04

Low credit risk Security deposits, Loans granted to related parties & staff and Interest accrued on loans

13,017.06 10,338.17 19,639.71

Medium credit risk Trade receivables 110,811.98 97,112.62 84,782.58

High credit risk - - - -

Total 132,429.48 114,793.57 107,199.33

* Credit risks from balances with banks are managed by only dealing with reputable banks having credit ratings.

Trade and other receivables

The Company continuously monitors defaults of customers and other counterparties, identified either individually or by the Group, and incorporates this information into its credit risk controls. Where available at reasonable cost external credit ratings and/or reports on customers and other counterparties are obtained and used. The Company’s policy is to deal only with creditworthy counterparties.

The Company is not exposed to any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. Trade receivables consist of a large number of customers in various industries and geographical areas. Based on historical information about customer default rates management consider the credit quality of trade receivables that are not past due or impaired to be good.

The average credit period ranges between xx-xx days. Trade receivables are provided for or impaired on expected credit loss methor and /or estimated irrecoverable amounts, determined by reference to past default experience in addition to specific provision made on identified customers. No interest is charged on trade receivables as at the reporting date.

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. Management monitors rolling forecasts of the Company’s liquidity position i.e. cash and cash equivalents on the basis of expected cash flows. This is generally carried out at local level in accordance with the practice and limits set by the company. These limits vary by location to take into account the liquidity of the market in which the entity operates.

The tables below analyze the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities. The amounts disclosed in the table are the contractual undiscounted cash flows. Balance due within 12 months equal their carrying balances as the impact of discounting is not significant.

Contractual maturities of financial liabilities31 March 2017

Less than 1 year

1-2 year 2-3 year 3-5 years More than 5 years

Total

Long term borrowings - 3,166.67 3,166.66 866.67 - 7,200.00

Trade payables 107,109.13 284.73 - - - 107,393.86

Other financial laiblites (long term) 65.97 648.97 65.97 197.90 4,870.91 5,849.72

Short term borrowings 38.20 - - - - 38.20

Other financial laiblites(short term) 35,936.64 - - - - 35,936.64

Total 143,149.94 4,100.37 3,232.63 1,064.57 4,870.91 156,418.42


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Contractual maturities of financial liabilities

31 March 2016

Less than 1 year


Total

Long term borrowings - 2,300.00 3,166.67 4,033.33 - 9,500.00

Trade payables 100,187.47 8.26 - - - 100,195.73

Other financial laiblites(long term) 65.97 730.88 65.97 197.90 4,941.91 6,002.63

Short term borrowings 6,686.97 - - - - 6,686.97


Total 140,184.73 3,039.14 3,232.64 4,231.23 4,941.91 155,629.65

Contractual maturities of financial liabilities 1 April 2015

Less than 1 year


Total

Long term borrowings 4,711.83 - 2,300.00 4,600.00 - 11,611.83

Trade payables 63,973.28 7.82 - - - 63,981.10




Total 108,659.30 73.79 2,365.97 4,797.90 5,007.88 120,904.84

iii. Market risk

Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and equity prices – will affect the Company’s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. We are exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of our investments. Thus, our exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency. The objective of market risk management is to avoid excessive exposure in our foreign currency revenues and costs.

a) Foreign Currency risk

Foreign Currency risk exposure: 31st March 2017 31st March 2017 31st March 2017 31st March 2017

INR USD GBP EUR

Financial assets

Bank current account/call deposit 3,424,901 46,822 77 5,506

Other Receivables -

3,424,901 46,822 77 5,506


Trade payables 200,227,932 3,086,603 - -

Loans (Banks) 3,820,425 58,894 - -

204,048,357 3,145,497 - -


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Foreign Currency risk exposure: 31st March 2017 31st March 2017 31st March 2017 31st March 2017

INR USD GBP EUR

Financial assets

Bank current account/call deposit 236,893,624 3,567,638 77 1,600

Other Receivables - - - -

236,893,624 3,567,638 77 1,600


Trade payables 193,716,813 2,864,155 - 48,500

Loans (Banks) 51,348,835 776,378 - -

245,065,648 3,640,533 - 48,500

The Company’s exposure in respect of foreign currency denominated liabilities and assets not hedged by derivative instruments or otherwise is as follows:

Sensitivity

The sensitivity of profit and loss to changes in the exchange rates mainly from foreign currency denominated financial instruments.

Particulars 31st March 2017 31st March 2016

USD GBP EUR USD GBP EUR

Financial Asset

INR/USD/GBP/EUR - increase by 5 percent (500 bps)

151,867 313 19,066 11,838,314 368 6,000

INR/USD/GBP/EUR - decrease by 5 percent (500 bps)

(151,867) (313) (19,066) (11,838,314) (368) (6,000)

Financial Liability

INR/USD/GBP/EUR - increase by 5 percent (500 bps)

10,202,418 - - 12,080,198 - 181,851

INR/USD/GBP/EUR - decrease by 5 percent (500 bps)

(10,202,418) - - (12,080,198) - (181,851)

Interest rate risk

The company fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in IndAS 107, since neither the carryng amount nor the interest rate will fluctuate because of change in market interest rates.

Interest rate risk exposure

Particulars 31st March 2017 31st March 2016 1st April 2015

Variable rate borrowings 38.20 6,686.97 5,236.29

Fixed rate borrowings 9,500.00 11,271.16 14,571.27


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36 Capital management

For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other reserves attributable to the equity holders. The primary objective of the Company’s capital management is to maximize the shareholder value. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31st March 2016 and 31st March 2015.

Debt-equity ratio 31st March 2017 31st March 2016 1st April 2015

Debts 9,538.20 17,958.13 19,807.56

Equity 58,891.59 52,364.10 47,335.99

Net debt equity ratio 16% 34% 42%

Dividends

Particulars Amount

Final dividend paid in the year 2014-15 173.91



37. Contingent Liabilities

Particulars As onMarch 31, 2017

As onMarch 31, 2016

As onApril 1, 2015

Income Tax matters not acknowledged as debts [see (i) below]

1,950.51 1,954.83 1,669.66

Sales Tax matters not acknowledged as debts [see(ii) below]

25.26 25.26 25.26

Disputed Claims not acknowledged as debts [see(iii) below]

31,172.35 32,060.39 27,251.56

Liabilities on Terminated packages 824.00 824.00 824.00

(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 2014-15. 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


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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 as on March 31, 2017 amounting to R 7,099.53 Lakhs (As on March 31, 2016 - R 7,317.61 Lakhs, as on April 1, 2015 - R 6,502.35 Lakhs) has also not been accounted for.

It is not practically possible to disclose the uncertainties relating to any outflow.

38. Details of Guarantees given


As onMarch 31, 2016

As onApril 1, 2015

Bank Guarantees Outstanding 36,496.35 36,696.80 35,261.01

Bank Guarantees Expired 4,420.42 893.99 5,899.32

Bank Guarantees given on behalf of TTL 453.89 665.71 967.76

Bank Guarantees given on behalf of TTL, since expired - 0.95 117.18

Corporate Guarantees 318.87 157.11 1,053.04

39. Details of Letters of Credit Issued


As onMarch 31, 2016

As onApril 1, 2015

Letters of Credit Outstanding 3,842.47 4,449.13 738.57

40. Capital and Other Commitments

Estimated amount of contracts remaining to be executed on Capital Account and not provided for as on March 31, 2017 amounting to Nil (As on March 31, 2016 - R 1.94 Lakhs, as on April 1, 2015 - Nil).

41. (i) Details of Foreign Currency Exposure

Amount payable in Foreign Currency (Unhedged) on account of the following:-

Particulars As on 31st March 2017 As on 31st March 2016 As on 1st April 2015

Indian Rupees

Foreign Currency Indian Rupees


Foreign Currency

a) Import Creditors

TTL 31.88 USD 49,140 NIL NIL NIL NIL

NTRO 46.71 USD 72,000 47.78 USD 72,000 45.12 USD 72,000

DSPT 1,721.19 USD 26,53,287.50 1,760.85 USD 26,53,287.50 1,662.62 USD 26,53,287.50

PGCIL 157.77 USD 2,43,210.31 25.96 USD 39,116.22 803.56 USD 12,82,365.57

DGLL 44.74 USD 68,965.12 66.2036.37

USD 99,751.70EURO 48,500.04

NIL NIL

b). Unsecured Loans (Banks)

38.20 USD 58,893.56 513.49 USD 7,76,377.54 2,353.28 USD 37,55,479.00


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(ii) Amount receivable in Foreign Currency (Unhedged) on account of the followings:


Indian Rupees

Foreign Currency

Indian Rupees


Foreign Currency

Export Debtors NIL NIL NIL NIL NIL NIL

Call Deposit/ Current Account with Banks

30.37 USD 46,822.09 2,367.66 USD 35,67,637.63 7.72 USD 12,314.41

0.06 GBP 77.36 0.07 GBP 77.21 0.07 GBP 76.75

3.81 EUR 5,505.52 1.20 EUR 1,600.15 1.92 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 completion of the project.

42. A) Income / Expenditure in Foreign Currency

Description Year Ended March 31, 2017

Year Ended March 31, 2016

InflowAmount repatriated from Foreign Projects 6,893.00 4,047.07

ExpenditureImport on CIF Basis (Traded Goods) 820.15 665.39

Contractual Payments 144.62 189.06

Others 223.80 239.12

B. Consumption of imported and indigenous materials consumed:

Item Year Ended March 31, 2017


Amount % of total consumption

Amount % of total consumption

a) Imports:Stores & Spares - - - -

Loose Tools - - - -

b) Indigenous:Stores & Spares 12,042.02 99.71 5,644.83 98.16

Loose Tools 36.30 0.29 105.87 1.84

TOTAL 12,078.32 100.00 5,750.70 100.00

C. In compliance of Ind AS 21, the company has following Functional & Presentation currency

Division Functional Currency Presentation Currency

TCIL INR INR

TCIL- Mauritius MUR INR

TCIL – Kuwait KD INR

TCIL – KSA SAR INR

TCIL – Oman OR INR

TCIL – Sierra Leon SLL INR

TCIL – Algeria DZD INR

TCIL – Ethiopia ETB INR


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TCIL – Botswana BWP INR

TCIL – Nepal Nepalese Rupee INR

TCIL – Bhutan NU INR

TCIL – UAE AED INR

TCIL – Qatar QAR INR

TCIL – Sri Lanka LKR INR

43. 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 R 79.62 Lakhs on CSR activities during the year. Out of this an amount of R 65.01 Lakhs has been incurred in India and R 14.61 Lakhs in Mauritius as per the local law requirement of Mauritius.

44. Balances of Debtors and Creditors including BSNL, MTNL, MPRRDA, GAIL, PGCIL and Others are subject to confirmation and reconciliation.

45. 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.

46. There are no amount due from whole time Directors, Company Secretary including Chairman & Managing Director of the Company (As on March 31, 2016 – Nil, as on April 1, 2015 – Nil).

47. A) Employee Benefit Expenses including remuneration paid to whole time Directors including Chairman & Managing Director: -

Description Year Ended March 31, 2017


Salaries and Allowances 104.26 123.01

Provident Fund Contribution 7.89 9.10


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 R 3.14 Lakhs (previous year R 3.63 Lakhs) has been paid by the Company as applicable under Rules of the Company.

48. (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 (WDV) of Fixed Assets in the name of Agents/JV companies as of March 31, 2017 amounts to R 525.78 Lakhs (As on March 31, 2016 - R 641.52 Lakhs, as on April 1, 2015 - R 581.80 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 Company has given unsecured loan to TCIL Bina Toll Road Limited (TBTRL) and the


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amount outstanding as on March 31, 2017 is R 6,885.90 Lakhs (As on March 31, 2016 - R 5,885.36 Lakhs, as on April 1, 2015 - R 4866.69 Lakhs), which is 100% subsidiaries of the Company, as the right of collection of toll is vested in them.

(d) The Company has given unsecured loan to TCIL Lakhnadone Toll Road Limited (TLTRL) and the amount outstanding as on March 31, 2017 is R 2,874.85 Lakhs (As on March 31, 2016 - R1,187.56 Lakhs, as on April 1, 2015 - R 4,185.42 Lakhs), which is 100% subsidiaries of the Company, as the right of collection of toll is vested in them.

49. (a) The company has made a provision for all Regular IDA employees towards the 3rd Pay Revision w.e.f. 01.01.2017 amounting to R 141.00 Lakhs.

(b) The company made provision for all Regular CDA employees towards the 7th Pay Revision w.e.f. 01.01.2016 amounting to R12.20 Lakhs during Financial Year 2015-16. A further provision of R 23.16 Lakhs has been made during Financial Year 2016-17.

(c) 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. The company made provision amounting to R 456.52 Lakhs during Financial Year 2015-16. A further Provision of R 264.81 Lakhs has been made during Financial Year 2016-17.

50. Investments in ventures in India and outside India are classified as long term investments and are valued as per Accounting Policy No.1.9. During the year, the company has received dividend of R 5,782.20 Lakhs from Joint Venture Companies.

51. During the year, the company has written back R 2,390.86 Lakhs (Previous Year R 1,308.03 Lakhs) towards liabilities / provisions, made in earlier years, which are no longer required.

52. Disclosure as per IndAS-11 on “Construction Contracts” issued by the Institute of Chartered Accountants of India relating to Turnkey Contracts awarded to the Company

S. No. Particulars 2016-17 2015-16 2014-15

1 Contract revenue recognized for the year 65,298.80 74,583.64 30,946.33

2 The aggregate amount of cost incurred and recognized profits (less recognized losses) in respect of work in progress upto the reporting date

2,46,149.97 2,09,355.70 1,57,822.60

3 Amount due from customers 57,291.80 52,713.29 31,341.90

4 Advances received from customers & outstanding as at the year-end.

16,238.01 10,534.53 6,494.49

5 Retention Money outstanding as at the year end 3,604.95 2,941.30 2,399.03

53. Tamil Nadu Telecommunications Ltd (TTL), a subsidiary company is a sick company referred to erstwhile BIFR, and is under rehabitation, and there is no certainty of realization of interest on amounts owed by them to the company.

As such, the company has not recognized interest for the year amounting to R 137.41 Lakhs (Previous Year R 149.06 Lakhs) on loan and interest of R 638.40 Lakhs (Previous Year R 662.43 Lakhs) on other outstandings, in compliance with INDAS-18 ‘Revenue’.

54. Disclosure as per IndAS-19

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


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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 R 1,022.31 Lakhs (Previous year R 973.30 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 R 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 R 108.62 lakhs (Previous year R 131.14 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 31-3-2017 is R 1,445.39 Lakhs. During the year company had actually paid an amount of R 334.68 Lakhs and as per actuarial valuation the expenses has been recognized in profit & loss account is R 377.19 Lakhs.

However, the company is having provision of R 1,512.11 Lakhs as on 31.03.2017. The excess balance R 66.72 (R 1512.11 – R 1445.39) due to excess provision made in earlier years. 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 1.17. 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:

S. No. Particulars Gratuity Leave Encashment

Post RetirementMedical Scheme

(Funded) (Unfunded) (Unfunded)

Discount rate FY 15-16 7.32% 8.00% 8.00%

Discount rate FY 16-17 8.00% 8.00% 8.00%

Salary increase rate FY 15-16 5.00% 3.00% 3.00%

Salary increase rate FY 16-17 3.00% 3.00% 3.00%

1 Change in present value of obligations

Present value of obligations as at 01.04.2015 - 1,309.88 543.02

Interest cost - 104.79 43.44

Current service cost 135.70 210.28 -

Benefits paid (234.04) (423.00) (22.41)


136




Actuarial (gain)/loss on obligations 2,451.76 200.93 77.03

Present value of obligations as at 01.04.2016 2,353.42 1402.88 641.08

Interest cost 172.04 112.23 51.29

Current service cost 179.05 221.52 0.00

Benefits paid (218.81) (334.68) (26.65)

Actuarial (gain)/loss on obligations 419.00 43.44 69.35


2 Changes in the fair value of plan assets

Fair value of plan assets as at 01.04.2015 2,222.92 - -

Expected return on plan assets 177.84 - -

Contribution - - -

Benefits paid (234.04) - -

Actuarial gain/(loss) on plan assets (0.78) - -


Expected return on plan assets 158.33 - -

Contribution 109.18 - -


Actuarial gain/(loss) on plan assets 16.83 - -


3 Fair value of plan assets


Actual return on plan assets 177.06 - -

Contributions - - -


Fair value of plan assets as at 31.03.2016 2165.94 - -

Funded / (Unfunded) status (187.48) - -


Actual return on plan assets 175.16 - -

Contributions 109.18 - -



Funded / (Unfunded) status (673.23) (1445.39) (735.07)

4 Actuarial gain /loss recognized

Actuarial (gain)/Loss on 01.04.2015 - - -

Actuarial (gain)/Loss for the year-Plan assets 0.78 - -

Actuarial (gain)/Loss on obligations 2,451.76 200.93 77.03


137




Actuarial (gain)/Loss on opening 01.04.2016 2,452.54 - -

Actuarial (gain)/Loss for the year-Plan assets (16.82) - -

Actuarial (gain)/Loss on obligations 419.00 43.44 69.35

Actuarial (gain)/Loss recognized in the year 31.03.2017

2,854.72 43.44 69.35

5 Amounts to be recognized in the Balance sheet and Statement of Profit & Loss



Funded status (187.48) (1402.88) (641.08)

Net assets/ (liability) recognized in balance sheet (187.48) (1402.88) (641.08)



Funded status (673.23) (1445.39) (735.07)

Net assets/ (liability) recognized in balance sheet (673.23) (1445.39) (735.07)

6 Expenses recognized in the Statement of Profit & Loss

Current service cost 179.05 221.52 0.00

Interest cost 13.71 112.23 51.29

Return on plan assets -- -- --

Net actuarial (gain)/loss recognized in the year (16.83) 43.44 69.34

Expenses recognized in the Statement of Profit & Loss 175.93 377.19 120.63

7 Break-up of Actuarial gain/loss

Actuarial (gain)/loss on arising from change in demographic assumption

- - -

Actuarial (gain)/loss on arising from change in financial assumption

(372.65) - -

Actuarial (gain)/loss on arising from experience adjustment

791.65 43.44 69.35

8 Maturity profile of Defined Benefit Obligation

1st Year 187.33 368.22 28.40

2nd Year 46.97 427.67 27.64

3rd Year 80.62 464.75 26.84

4th Year 236.42 434.84 26.00

5th Year 258.16 403.52 25.12

6th Year to 10th Year 248.49 1,147.33 111.27

Over 10 year 1,846.72 2,080.34 202.29


138

55. Segment Reporting

The company’s operating segments are organized and managed separately through the respective directors, executive directors and group general managers, according to the nature of products and services provided with each segment representing a strategic business unit. These business units are reviewed by respective directors of the company.

The amounts reported to directors are based on the accounting principles used in the preparation of financial statements as per IndAS. Segment’s performance is evaluated based on segment revenue and segment result viz. profit or loss from operating activities before exceptional items. Accordingly, finance costs / income, non-operative expenses and exceptional items are not allocated to individual segment.

Inter segment pricing and terms are reviewed and changed by the management to reflect changes in market conditions and changes to such terms are reflected in the period change occurs.

Segment assets comprise assets directly managed by each segment and primarily include receivables, property, plant and equipment, capital work-in-progress, intangible assets, intangible assets under development, inventories, cash and cash equivalents, inter-segment assets. Segment liabilities primarily include operating liabilities. Segment capital expenditure comprises additions to property, plant and equipment and intangible assets.

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.


139

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add

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ork

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l ope

ratio

ns a

re a

lso

incl

uded

in a

bove

.


140

(ii) Geographical Segment Information:

(R in Lakhs)

S. No. Particulars 2016-17 2015-16 2014-15

1. Segment Revenue - External Turnover

- Within India 76,167.64 92,071.11

- Outside India

KSA 19,556.13 20,861.37

Others 18,180.82 19,839.91

Total Revenue 113,904.59 132,772.39

2. Segment Assets

- Within India 200,659.04 179,642.65 136,948.15

- Outside India

KSA 17,999.96 21,786.31 19,103.44

Others 23,431.60 19,968.41 22,476.82

Total Assets 242,090.59 221,397.37 178,528.41

3. Segment Liability

- Within India 155,507.11 145,015.35 109,232.07

- Outside India

Others 27,691.89 24,017.92 21,960.35

Total Liability 183,199.00 169,033.27 131,192.42


- Within India 231.03 166.23 323.42

- Outside India

KSA 686.57 83.57 -

Kuwait 47.63 143.32 70.85

Others 4.11 11.04 74.59

Total Expenditure 969.34 404.16 468.86


141

56. Disclosure pursuant to IndAS-24 "Related Party Disclosures" issued by the Institute of Chartered Accountants of India

A. Key Management Personnel:

i) Chairman & Managing Director

Sh. A.K.Gupta (Additional Charge as CMD since 01/02/2016 till 28/08/2017, Forenoon)

Sh. A.Seshagiri Rao (since 28/08/2017, Afternoon)

ii) Wholetime Directors

Sh. A.K.Gupta, Director (Finance)

Sh. Rajesh Kapoor, Director (Technical)

Sh. Rajiv Gupta, Director (Projects)

iii) Company Secretary

Sh. Narendra Jain

B. Subsidiary Companies

Tamilnadu 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)

Bharti Hexacom Limited (BHL)

United Telecom Limited (UTL)

Telecommunications Consultants Nigeria Limited (TCNL)



142

Dis

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1.61

3,

751.

61

-

- 3,

751.

61

3,75

1.61


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57 Disclosure in respect of Joint Ventures as per requirement of IndAS-112 "Disclosure of Interest in Other Entities" issued by the "Institute of Chartered Accountants of India"

List of Jointly controlled entities/companies and their ownership particulars are given hereunder :

Name of JV Company % of ownership of TCIL

% of ownership of Voting Power

Description of Interest

Bharti Hexacom Limited 30.00% 30.00% Jointly controlled entity

TBL International Limited 44.94% 44.94% Jointly controlled entity

United Telecom Limited 26.66% 26.66% Jointly controlled entity

Telecommunications Consultants Nigeria Limited (TCNL)(Dormant Company)

40.00% 40.00% Jointly controlled entity


36.00% 36.00% Jointly controlled entity

Share of Assets, Liabilities, Income & Expenditure etc.

(R in Lakhs)

Bharti Hexacom Limited

TBL International Limited

United Telecom Ltd.

TCNL ICSIL

Audited Audited Audited Audited Unaudited Unaudited Unaudited Unaudited

Year Ending 31-Mar-17 31-Mar-16 31-Mar-17

31-Mar-16

31-Mar-17 31-Mar-16 31-Mar-17

31-Mar-16

31-Mar-17 31-Mar-16

Share of Assets 288,423.00 254,322.00 201.05 186.32 1,605.16 3,023.16 - - 3,129.39 2,169.18

Share of Liabilities

87,939.00 66,687.00 14.12 12.06 898.86 3,853.86 - - 2,389.66 1,620.35

Share of Income 153,939.00 155,766.00 41.44 45.32 163.57 186.66 - - 5,291.32 4,131.87

Share of Expenses 124,554.00 109,197.00 23.32 32.25 1,421.36 1,320.01 - - 5,096.28 3,951.31

TCIL’s share in contingent liability of JV Co.

25,434.00 18,447.00 Nil Nil Nil Nil - - - -

Contingent liability for jointly controlled company incurred by TCIL

Nil Nil Nil Nil Nil Nil - - - -

Contingent Liability in regard to other ventures incurred by TCIL


TCIL’s share in capital commitment of Joint Venture Company


Capital commitment for Joint Venture Co. incurred by TCIL



144

58. Detail of Specified Bank Notes (SBN) held and transacted during the period November 08, 2016 to December 30, 2016 are provided below:-

Description Specified Bank Notes

Other Denomination

Notes

Total

Closing cash in hand as on Nov. 8, 2016 15.14 21.21 36.35

(+) Permitted receipts 26.22 122.19 148.41

(-) Permitted payments - 8.28 8.28

(-) Amount deposited in Banks 41.36 110.75 152.11

Closing cash in hand as on Dec. 30, 2016 - 24.38 24.38

59. Disclosure as per Ind AS-17

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 R 1,094.82 Lakhs (Previous year R 895.16 Lakhs) are shown under Note 32 ‘Administrative and Other Expenses’. Lease payments in respect of accommodations for staff amounting to R 454.67 Lakhs (Previous year R 238.65 Lakhs) form part of Note 30 ‘Employee Benefits Expense’. These operating leases are cancellable and generally renewed on yearly basis.

Financial Leases

Non current financial liabilities – others (Note 18) includes, lease obligation of R 599.54 Lakhs relating to the land taken on non-cancellable lease by the company during March 1998 for 99 years, which has been classified as financial lease as per the requirement of IndAS-17.

Gross Lease rentals payable and Present value of Minimum Lease Payments (MLP) for each of the periods are as under: -


Gross Lease Rentals Payable

Present Value of

MLP


Present Value of

MLP


Present Value of MLP

Not later than one year 65.97 0.02 65.97 0.01 65.97 0.01

Later than one year and not later than five years

263.88 0.08 263.88 0.07 263.88 0.07

Later than five years 4,936.87 599.44 5,002.84 599.48 5,068.81 599.49

60. Basic & Diluted Earnings Per Share

In compliance with IndAS-33 “Earning Per Share” issued by the Institute of Chartered Accountants of India, the elements considered for computation of Earnings Per Share (Basic &Diluted) are as under:


145

Description Year EndedMarch 31, 2017

Year EndedMarch 31, 2016

Profit After Tax 7,082.17 5,111.50

Weighted Average number of Equity Shares used for computing Earnings Per Share (Basic & Diluted) 5,92,00,000 4,48,61,203

Earnings Per Share (Basic & Diluted) (Rupees) 11.96 11.39

Face Value Per Share (Rupees) 10 10

61. In accordance with IND AS–37, particulars of provisions are as under:

Particulars Gratuity Leave Encashment

Retirement Emp. Med. Scheme

Provision for Income Tax

Opening Balance as on 01.04.2016 131.14 1,469.60 577.81 2,664.45

Addition during the Year 108.62 377.19 120.63 1,813.55

Withdrawn during the Year - - - (59.74)

Paid/Adjusted/Written Off during the Year (131.14) (334.68) 36.63 (982.38)

Closing Balance as on 31.03.2017 108.62 1,512.11 735.07 3,435.88

Particulars

Provision for Doubtful

Debts


Advances

Provision for losses in unfinished projects

Provision for Dimunition in value of Investment

Opening Balance as on 01.04.2016 5,050.45 2,336.74 110.75 608.83

Addition during the Year 1,013.03 686.92 - 734.19

Withdrawn during the Year - - - -

Paid/Adjusted/Written Off during the Year 220.22 71.05 (0.39) -

Closing Balance as on 31.03.2017 6,283.70 3,094.71 110.36 1,343.02

62. Previous Year Figures have been realigned / recast /regrouped wherever considered necessary.

63. Transition to Ind AS

For the purposes of reporting, we have transitioned our basis of accounting from IGAAP to Ind AS. The accounting policies have been applied in preparing the financial statements for the year ended 31st March 2017, the comparative information presented in these financial statements for the year ended 31st March 2016 and in the preparation of an opening Ind AS balance sheet at 1st April 2015 (the “transition date”).

In preparing our opening Ind AS balance sheet, we have adjusted amounts reported in financial statements prepared in accordance with IGAAP. An explanation of how the transition from IGAAP to Ind AS has affected our financial performance, cash flows and financial position is set out in the following tables and the notes that accompany the tables. On transition, we did not revise estimates previously made under IGAAP except where required by Ind AS.

Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 "optional exemptions and mandatory exceptions" applied in the transition from previous GAAP to Ind AS.


146

A.1 Ind AS optional exemptions

A.1.1 Business combinations

Ind AS 101 provides the option to apply Ind AS 103 "Business combination" prospectively from the transition date or from a specific date prior to the transition date. This provides relief from full retrospective application that would require restatement of all business combinations prior to the transition date. The company elected to apply Ind AS 103 prospectively to business combinations occurring after its transition date. Business combinations occurring prior to the transition date have not been restated. The company has applied this exemption for investment in associates and subsidiaries.

A.1.2 Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets. Accordingly, the Company has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value.

A.1.3 Leases

Appendix C to Ind AS 17, Leases, requires an entity to assess whether a contract or arrangement contains a lease. As per Ind AS 17, this assessment should be carried out at inception of the contract or arrangement. However, the Group has used Ind AS 101 exemption and assessed all arrangements based for embedded leases based on conditions in place as at the date of transition.

A.1.4 Fair value measurement of financial assets or financial liabilities

First-time adopters may apply Ind AS 109 "Financial instruments" to day one gain or loss provisions prospectively to transactions occurring on or after the date of transition to Ind AS. Therefore, unless a first-time adopter elects to apply Ind AS 109 retrospectively to day one gain or loss transactions, transactions that occurred prior to the date of transition to Ind AS do not need to be retrospectively restated. The Company has applied Ind AS 109 provisions for measurement of financial assets prospectively to transactions occurring on or after the date of transition to Ind AS.

A.1.5. Investments in subsidiaries, joint ventures and associates

In separate financial statements, a first-time adopter that subsequently measures an investment in a subsidiary, joint ventures or associate at cost, may measure such investment at cost (determined in accordance with Ind AS 27) or deemed cost (fair value or previous GAAP carrying amount) in its separate opening Ind AS balance sheet. The Company has opted to carry its investments in subsidiaries and associates at previous GAAP carrying amount (deemed cost).

A.2 Ind AS mandatory exceptions

A.2.1 Estimates

An entity’s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. Ind AS estimates as at 1st April 2015 are consistent with the estimates as at the same date made in conformity with previous GAAP.

A.2.2 Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.


147

1 Reconciliation of total equity as at 31st March 2016 and 1st April 2015

Particulars Notes to first time adoption

31st March 2016

1st April 2015

Total equity (shareholder's funds) as per previous GAAP 51,834.30 47,021.90

Adjustments:

Impact of financial instruments at amortised cost Note i (20.32) (11.75)

Reversal of proposed dividend including tax Note ii 439.53 257.21

Impact of depriciation, lease rental and interest on capitalisation of finance lease

Note iii (104.93) (98.83)

FX gain or loss as per IND AS 21 on forigen branch assets Note iv 215.52 167.46

Total adjustments 529.80 314.09

Total equity as per Ind AS 52,364.10 47,335.99

2 Reconciliation of total comprehensive income for the year ended 31st March 2016


31st March 2016

Profit after tax as per previous GAAP 3,651.94

Adjustments: -

Impact of financial instruments at amortised cost (20.32)

Impact of depriciation, lease rental and interest on capitalisation of finance lease (6.13)

FX gain or loss booked on conversion of forigen branches into INR as per IND AS 21

48.09

Total adjustments 21.64

Total comprehensive income for the year ended 31st March 2016 3,673.58

i) Amortised cost instrument

Under the Indian GAAP, the receivables are not amortise if the same is receivable in installments. Under Ind AS, the said receivables are amortised as per IND AS 109, the adjustment of the same is adjusted made in finance cost, retained earning and in receivables

ii) Proposed dividend

Under the Indian GAAP, dividends proposed by the board of directors after the balance sheet date but before the approval of the financial statements were considered as adjusting events. Accordingly, provision for proposed dividend was recognised as a liability. Under Ind AS, such dividends are recognised when the same is approved by the shareholders in the General Meeting. Accordingly, the liability for proposed dividend of R 439.54 Lakhs as at March 31, 2016 (April 01, 2015 – R 257.22 Lakhs) included under provisions has been reversed with corresponding adjustment to retained earnings.

iii) Capitalisation of finance leases

Under Indian GAAP Land taken by the Company on long lease was classified as operating lease. Under Ind AS the same is classified as finance lease. This adjustment has resulted in increase in the carrying value of property, plant and equipment on transition, increase in other financial liabilities, reduction in rental expense and increase in finance costs and amortisation of Land value.


148

These are the Notes referred to in Balance Sheet and For and on behalf of the Board of DirectorsStatement of Profit & Loss

For Hingorani M & Co. A.K. Gupta A.Seshagiri Rao Chartered Accountants Director (Finance) Chairman & Managing Director(Firm Regn. No. : 006772N) DIN 03564145 DIN 06364174


iv) Foreign exchange gain/losses

Under Indian GAAP, Tangible and Intangible Assets of foreign branches translated at historical cost under Integrated Foreign Operation method, hence there is no foreign exchange gain or loss on translation of these assets. Under Ind As, all the assets and liabilities whether it is tangible and intangible asset are to be translated at closing rate on Balance sheet date instead of historical cost, the foreign currency gain or loss arising on same is treated through Other Comprehensive Income (OCI) and retained earnings.


149

Statement of Consolidated Accounts



150

Hingorani M. & Co. Chartered AccountantsPAN : AAAFH3312EGSTIN : 07AAAFH3312E1Z2

35, Netaji Subhash Marg, Darya Ganj, New Delhi - 110002

Tele : 011- 4106 8129, 2326 8129

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

Report on the Consolidated Ind AS Financial Statements

1. We have audited the accompanying consolidated Ind AS financial statements of Telecommunications Consultants India Limited (hereinafter referred to as “the Holding Company) and its subsidiaries (collectively referred to as “the Group”), its joint ventures and associates, comprising the Consolidated Balance Sheet as at 31st March, 2017, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Cash Flow Statement, the Consolidated Statement of Changes in Equity, for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “consolidated Ind AS financial statements”).

Management’s Responsibility for the Consolidated Ind AS Financial Statements

2. The Holding Company’s Board of Directors is responsible for the preparation of these consolidated Ind AS 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 (including other comprehensive income), consolidated cash flows and consolidated changes in equity of the Group, including share of its joint ventures and associates, in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act. The respective Board of Directors of the companies included in the Group and its joint ventures and associates are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the

assets of the Group, its joint ventures and associates, 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 the 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 Ind AS 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 Ind AS financial statements by the Directors of the Holding Company, as aforesaid.


3. Our responsibility is to express an opinion on these consolidated Ind AS 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 Ind AS 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 Ind


151

AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated Ind AS 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 Ind AS 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 as evaluating the overall presentation of the consolidated Ind AS 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 sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS 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 Ind AS 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 including the Ind AS, of the consolidated state of affairs (financial position) of the Group, its joint ventures and associates as at 31st March 2017 and its consolidated profit (financial performance including other comprehensive income), consolidated cash flows and the consolidated changes in equity for the year then ended, except in respect of one subsidiary, whose financial statements reflect total assets of Rs. 2215.84 lakhs as on 31st March, 2017, total revenues of Rs. 267.01 lakhs and net cash flows of Rs. 48.31 lakhs for the year ended on that date, the company has not recognized the following financial liability / asset at Fair value in terms of Ind AS 109 (including comparative figures as of 31st March 2016 and 1st April 2015):

i) Amounts due to Fujikura Limited amounting to Rs. 189.46 Lakh; and

ii) Trade Receivables (considered good) amounting to Rs. 743.12 Lakh.

We are informed that the effect of above matter does not have material impact on the consolidated Ind AS financial statements of the Group.

Other Matters

8. We did not audit the financial statements of 3 subsidiaries, whose financial statements reflect total assets of Rs. 22568.96 lakhs as at 31st March, 2017, total revenues of Rs. 974.37 lakhs and net cash flows amounting to Rs. 73.26 lakhs for the year ended on that date, as considered in the consolidated Ind AS financial statements. The consolidated Ind AS financial statements also include the Group’s share of net profit of Rs. 12861.66 Lakh for the year ended 31st March, 2017, in respect of 2 joint ventures and associates, whose financial statements / financial information have not been audited by us.

These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated Ind AS financial statements, in so far as its relates to the amounts and disclosures included in respect of these subsidiaries, joint ventures and associates, and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, joint ventures and associates is based solely on the reports of the other auditors.

9. We have also considered the unaudited financial statements of one subsidiary entity, whose financial statements reflect total assets of Rs. 256.95 lakhs as at 31st March, 2017, total revenues of NIL and net cash flow amounting to Rs. (-) 4.74 Lakh for the year ended on that dates, which have not been audited as on date of consolidation. The consolidated Ind AS financial statements also include the Group’s share of net profit of Rs. 126.09 Lakh for the year ended 31st March, 2017, in respect of 2 joint ventures and associates, whose financial statements / financial information have not been audited as on the date of consolidation.


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In our opinion and according to the information and explanations given to us by the management, these financial statements are not materials to the Group.

10. Our opinion on the consolidated Ind AS 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

11. In respect of one subsidiary, whose financial statements reflect total assets of Rs. 2215.84 lakhs as on 31st March, 2017, total revenues of Rs. 267.01 lakhs and net cash flows of Rs. 48.31 lakhs for the year ended on that date, the accumulated losses of Rs. 11776.42 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. 1,579.39 lakhs for the year under audit.

Report on Other Legal and Regulatory Requirements

12. As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditors on separate financial statements and other financial information of subsidiaries, joint ventures and associates as noted in the ‘other matter’ paragraph, 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 Ind AS financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated Ind AS financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

(c) The consolidated Balance Sheet, the consolidated Ind AS Statement of Profit and Loss (including Other

Comprehensive Income), and the consolidated Cash Flows Statement and consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements.

(d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the reports of the statutory auditors of joint ventures and associates incorporated in India, none of the directors of joint ventures and associate companies incorporated in India is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164(2) of the Act. We are informed that the provisions of Section 164(2) of the Act are not applicable to the Holding Company and its subsidiary companies incorporated in India being Government companies in terms of notification no. G.S.R.463(E) dated 5th June 2015 issued by Ministry of Corporate Affairs.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Holding company its subsidiary companies, associate companies and joint controlled entities incorporated in India and the operating effectiveness of such controls, refer to our separate report in “Annexure 1”.

(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, to the extent applicable, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the report of the other auditors on separate financial statements as also the other financial information of the subsidiary companies, joint ventures and associates, as noted in the ‘Other matters’ paragraph:


153

i) The Consolidated Ind AS financial statements disclose the impact of pending litigations on the consolidated financial position of the Group, its joint ventures and associates - Refer Note No. 43 to the consolidated Ind AS financial statements.

ii) Provision has been made in the consolidated Ind AS financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii) There has been no delay in transferring amounts, to the Investor Education and Protection Fund by the Holding Company and its subsidiary companies, joint ventures and associates incorporated in India.

iv) The Group has provided requisite disclosures in the financial statements as regards holding and dealings in Specified Bank Notes as defined in Notification

SO 3407(E) dated 8th November 2016 of the Ministry of Finance in respect of the holding company and its subsidiaries incorporated in India, during the period from 8th November 2016 to 30th December 2016; and such disclosures are in accordance with the books of account maintained by the companies – Refer Note 57 of the consolidated Ind AS financial statements.





154

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 Ind AS financial statements of the Company as of and for the year ended 31st March 2017, we have audited the financial controls over financial reporting of Telecommunications Consultants India Limited (hereinafter referred to as “the Holding Company” and its subsidiary companies (collectively referred to as “the Group”) its joint ventures and associates, 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, joint ventures and associates, 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, issued by ICAI and deemed to be prescribed undejr section 143(10) of the Companies Act, 2013 to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. 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 judgement, 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 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

Annexure-1 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)


155

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.

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, the Holding Company, its subsidiary companies, joint ventures and associates, 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 March 31, 2017 except in case of one subsidiary where the auditors have issued disclaimer of opinion which we are informed does not have any material impact on the adequacy and operating effectiveness of internal financial control over financial reporting of the Group, based on the internal control over financial reporting criteria established by the Group considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Cntrols Over Financial Reporting issued by the Institute of Chartered Accountants of India.

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 in so far as it relates to 3 subsidiary companies and 2 joint ventures and associates, which are companies incorporated in India, is based on the corresponding reports of the auditors of such companies incorporated in India.





156

Consolidated Balance Sheet as at 31 March 2017(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

ASSETS

(1) Non-Current Assets

(a) Property, Plant & Equipment 3 6,261.21 6,505.38 6,957.31

(b) Capital Work in progress - 87.42 -

(c) Other Intangible assets 4 24,461.40 17,185.64 17,963.35

(d) Intangible assets under development 668.11 7,695.18 5,570.26

(e) Financial Assets

(i) Investment 5 201,345.92 188,358.17 160,920.93

(ii) Trade Receivables 6 974.80 1,983.09 1,363.66

(iii) Loans 7 191.23 205.83 173.38

(iv) Others 8 0.10 0.10 0.10

(f) Deferred Tax Assets(Net) 20 2,386.63 1,447.44 -

236,289.40 223,468.25 192,948.99

(2) Current Assets

(a) Inventories 9 1,051.86 1,475.71 1,985.55

(b) Financial Assets

(i) Trade Receivables 10 108,677.36 93,874.04 78,772.89

(ii) Cash & Cash Equivalents 11 8,561.18 7,390.56 2,868.96

(iii) Other Bank balances 12 394.07 238.51 171.43

(iv) Loans 13 1,908.09 1,911.24 9,251.81

(c) Current Tax Assets (Net) 14 3,052.34 3,584.03 3,432.21

(d) Other Current Assets 15 73,890.46 69,822.29 36,022.36

197,535.36 178,296.38 132,505.21

Total Assets 433,824.76 401,764.63 325,454.20

EQUITY AND LIABILITIES

EQUITY

(a) Equity Share Capital 2 5,920.00 5,920.00 4,320.00

(b) Other Equity 237,446.07 218,731.95 185,046.46

Equity attributable to the Owners of the Company 243,366.07 224,651.95 189,366.46

(c) Non Controlling Interest (3,599.80) (2,768.56) (1,966.58)

Total Equity 239,766.27 221,883.39 187,399.88

LIABILITIES

(1) Non-Current Liabilities


(i) Borrowings 16 16,274.18 19,088.19 17,374.04

(ii) Trade Payables 17 284.74 8.25 7.82



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As at April 1, 2015

(b) Provisions 19 2,177.92 1,916.10 1,979.94

(c) Deferred Tax Liabilities (Net) 20 - - 174.66

19,919.39 22,277.01 20,626.57

(2) Current Liabilities


(i) Borrowings 21 38.20 6,686.97 5,236.29

(ii) Trade Payables 22 107,429.95 100,324.58 64,159.74


(b) Other Current liabilities 24 18,983.97 13,117.53 11,241.25

(c) Provisions 25 11,231.80 3,571.18 1,569.89

174,139.10 157,604.23 117,427.75

Total Equity & Liabilities 433,824.76 401,764.63 325,454.20


The accompanying notes are an integral part of the Consolidated Financial Statements

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. A.K. Gupta A.Seshagiri Rao Chartered Accountants Director (Finance) Chairman & Managing Director(Firm Regn. No. : 006772N) DIN 03564145 DIN 06364174


Consolidated Balance Sheet as at 31 March 2017 (contd...)(All amounts are in Rupees in Lakhs, unless otherwise stated)


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Consolidated Statement of Profit & Loss for the year ended 31 March 2017(All amounts are in Rupees in Lakhs, unless otherwise stated)



INCOME

Revenue from Operations 26 114,748.46 133,603.62

Other Income 27 6,463.54 3,049.59

Total Revenue 121,212.00 136,653.21

OPERATING EXPENDITURE

Cost of Materials Consumed 28 12,126.06 5,924.49

Purchases of Stock-in-Trade 10,582.90 24,986.98

Change in Inventories of Stock in Trade 29 38.16 209.37

Sub-Contracts Expenditure 50,498.84 64,223.17

Personnel Expenditure 30 19,335.32 17,855.55

Finance Costs 31 2,294.80 3,231.59

Depriciation and Amortisation Expense 3 1,730.20 1,599.46

Administrative and Other Expenses 32 16,260.15 8,995.28

Corporate Social Responsibility Expenses 79.62 56.00

Provisions made 1,846.81 1,100.47

Total Expenses 114,792.86 128,182.36

Profit before Share of profit of jointly controlled entity and tax 6,419.14 8,470.85

Exceptional Items 47.41 0.47

Share of profit of jointly controlled entity (net of tax) 12,987.75 27,437.24

PROFIT BEFORE TAX 19,359.48 35,907.62

Tax Expense 33

- Current Tax 1,814.73 2,954.58

- Deferred Tax (945.61) (1,608.77)

Total of Tax Expense 869.12 1,345.81

Profit/(Loss) for the period (A) 18,490.36 34,561.81

Less:- Share of Profit / (Loss) to Non controling Interest (805.43) (801.50)

Profit attributable to Owners of the Company 19,295.79 35,363.31

Other Comprehensive Income / (Loss)

(i) Items that may be re-classified to Profit & Loss

Exchange difference arising on translating foreign operations (3.73) (1,973.98)

Income Tax effect 33 - 686.70

Net other Comprehensive Income / (Loss) to be reclassified to Profit & Loss in subsequent periods

(3.73) (1,287.28)


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(ii) Items that will not be reclassified to Profit & loss

Acturial Gain / (Loss) on defined benefit plans (223.54) (224.23)

Income Tax effect 33 60.93 74.30

Net other Comprehensive Income / (Loss) not to be reclassified to Profit & Loss in subsequent periods

(162.61) (149.93)

Other Comprehensive Income / (Loss) net of tax (i+ii) (B) (166.34) (1,437.21)

Less:- Share of Other Comprehensive Income / (Loss) to Non controling Interest

(24.21) (4.86)

Other Comprehensive Income / (Loss) attributable to Owners of the Company

(142.13) (1,432.35)

Total Comprehensive Income attributable to: 19,153.66 33,930.96

Owner of the Company (829.64) (806.36)

Non controlling Interest 18,324.02 33,124.60


Earnings per equity share:

- Basic 32.59 78.83

- Diluted 32.59 78.83


The accompanying notes are an integral part of the Consolidated Financial Statements

This is the Statement of Profit & Loss referred to in For and on behalf of the Board of Directors our report of even date For Hingorani M & Co. A.K. Gupta A.Seshagiri Rao Chartered Accountants Director (Finance) Chairman & Managing Director(Firm Regn. No. : 006772N) DIN 03564145 DIN 06364174


Consolidated Statement of Profit & Loss for the year ended 31 March 2017 (contd...)(All amounts are in Rupees in Lakhs, unless otherwise stated)


160

STATEMENT OF CHANGES IN EQUITY(All amounts are in Rupees in Lakhs, unless otherwise stated)

A. EQUITY SHARE CAPITAL

Balance as at the beginning of reporting period - April 1, 2015

Changes in Equity Share Capital during the year

Balance as at March 31, 2016

Changes in Equity share capital during the year

Balance at the end of reporting period - March 31, 2017

4,320.00 1,600.00 5,920.00 - 5,920.00

B. OTHER EQUITY

Share application

money pending

allotment

Securities Premium Reserve

Capital Restructuring

Reserve

General Reserves

Other Reserves

Retained Earnings

Exchange differences

on translating the financial statements of a foreign operation

Other items of Other Compre-hensive incomes

Total Non Controling

Interest

Balance at the begining of reporting period April 1, 2015

48.22 480.11 43,775.36 141,452.61 (709.84) - 185,046.46 (1,966.58)


35,363.31 (1,287.28) (145.07) 33,930.96 (806.36)


257.22 257.22

Transfer to retained Earnings

-

Any Other Change/Adjustment

11.75 11.75 4.38

Balance at the end 48.22 480.11 43,775.36 176,570.45 (1,997.12) (145.07) 218,731.95

Transfer to General Reserve

4,866.03 (4,866.03)


48.22 480.11 48,641.39 171,704.42 (1,997.12) (145.07) 218,731.95 (2,768.56)


19,295.79 (3.73) (138.40) 19,153.66 (829.64)


439.54 439.54

Transfer to retained Earnings

18,856.25 (3.73) (138.40) 18,714.12 (829.64)

Any Other Change/Adjustment

- (1.60)

Balance at the end 48.22 480.11 48,641.39 - 190,560.67 (2,000.85) (283.47) 237,446.07 (3,599.80)

Transfer to General Reserve

6,642.63 (6,642.63)


48.22 480.11 55,284.02 - 183,918.04 (2,000.85) (283.47) 237,446.07 (3,599.80)

This is the Statement of Change in Equity referred to in For and on behalf of the Board of Directorsour report of even date For Hingorani M & Co. A.K. Gupta A.Seshagiri Rao Chartered Accountants Director (Finance) Chairman & Managing Director(Firm Regn. No. : 006772N) DIN 03564145 DIN 06364174


Date: 29.08.2017

Place: New Delhi


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This is the Cash Flow Statement referred to in For and on behalf of the Board of Directorsour report of even date For Hingorani M & Co. A.K. Gupta A.Seshagiri Rao Chartered Accountants Director (Finance) Chairman & Managing Director(Firm Regn. No. : 006772N) DIN 03564145 DIN 06364174



Consolidated Cash Flow Statement for the year ended March 31, 2017(All amounts are in Rupees in Lakhs, unless otherwise stated)



A CASH FLOWS FROM OPERATING ACTIVITIESNet profit before taxation as per statement of Profit & Loss 19,359.48 35,907.62 - Extraordinary Items Net profit before taxation , and extraordinary items 19,359.48 35,907.62 Adjustments for :- Depreciation & Amortisation Expenses 1,730.20 1,599.46 - Foreign Exchange Loss / Gain (3.73) (1,973.98)-Loss / Profit on Sale of Assets/ Scrapping of Assets 82.79 157.19 - Interest Income (198.61) (112.85)- Dividend Income (5,782.20) (2,707.20)- Interest Expenses 2,228.85 2,891.74 - Provision for Doubtful Debts / Advances 1,846.81 1,016.51 - Bad Debts Written Off 519.30 862.10 - Provision for Losses in unfinished projects - 83.96 - Acturial Gain / Loss on Defined Benefit Plan (199.33) (219.37)Operating profit before working capital changes 19,583.56 37,505.18 Adjustments for :- Change in Sundry Debtors (15,474.25) (17,079.61)- Change in Inventories 423.85 509.83 - Change in Trade payable 7,381.86 36,165.28 - Change in Other Current/ Non Current Liabilities & Provisions 9,583.60 4,037.70 - Change in Other Current / Non Current assets (4,730.91) (27,024.71)Cash generated from operations 16,767.71 34,113.67 - Unrealised Foreign Exchange - Income taxes paid (1,222.11) (2,345.40)Cash Flows before extraordinary item 15,545.60 31,768.27 - Extraordinary ItemsNet cash from operating activities - (A) 15,545.60 31,768.27

B CASH FLOWS FROM INVESTING ACTIVITIES - Purchase of Fixed assets including FX Gain /Loss (8,963.34) (545.20)- Proceeds from sale of equipment 206.18 (69.22)- Proceeds of Intangible assets under Development 7,027.08 (2,124.92)- Change in Investment (12,987.75) (27,437.24)-Change in Other Bank balances (155.56) (67.08)- Interest received 198.61 112.85 - Dividend received 5,782.20 2,707.20 Net cash from (used in) investing activities - (B) (8,892.58) (27,423.61)

C CASH FLOWS FROM FINANCING ACTIVITIES- Proceeds from issuance of Share Capital - 1,600.00 - Proceeds from Long-Term Borrowings (2,814.01) 1,714.15 - Interest paid (2,228.85) (2,891.74)- Dividend paid (439.54) (245.47)Net cash used in / from fianancing activities - ( c ) (5,482.40) 176.94 NET INCREASE / (DECREASE) IN CASH & BANK BALANCES - (A+B+C) 1,170.62 4,521.60 Cash and Bank balances at beginning of period 7,390.56 2,868.96 Cash and Bank balances at end of period 8,561.18 7,390.56 NET INCREASE / (DECREASE) IN CASH & BANK BALANCES 1,170.62 4,521.60

Notes : 1 The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Ind AS - 7 "Statement of Cash Flows "2 Cash and cash equivalents at the end of the period include deposit with banks R 1.87 Lakhs (Previous year R 3.02 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 2017 amount to R 21462 Lakhs (Previous year R 18715 Lakhs)

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


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Notes forming Part of the Consolidated Financial Statements

1. SIGNIFICANT ACCOUNTING POLICIES:1.1 Basis of accounting and preparation of Consolidated Financial Statements:

Basis of Accounting

i) These Consolidated Financial Statements (hereinafter referred to as ‘Consolidated Financial Statements’) of Telecommunications Consultants India Limited (‘the Company’) and its subsidiaries and its Jointly controlled entity (hereinafter referred to as ‘the Group’), have been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standards (hereinafter referred to as the 'Ind AS') as notified under section 133 of the Companies Act, 2013 (‘the Act’) read with Rule 4 of the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act and accounting principles generally accepted in India.

ii) These Consolidated Financial Statements are the first Consolidated Financial Statements prepared in accordance with Indian Accounting Standards (Ind AS). For all periods upto and including the year ended March 31, 2016, the Group reported its Consolidated Financial statements in accordance with the accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (hereinafter referred to as ‘IGAAP’). The Consolidated Financial Statements for the year ended March 31, 2016 and the opening Balance Sheet as at April 1, 2015 have been restated in accordance with Ind AS for comparative information. Reconciliations and explanations of the effect of the transition from IGAAP to Ind AS on the Group’s Balance Sheet, Statement of Profit and Loss and Statement of Cash Flows are provided in note 66.

Functional and Presentation Currency

iii) These consolidated financial statements are presented in Indian rupees, which is the functional currency of the parent Company. All financial information presented in Indian rupees has been rounded to the nearest lakh, except otherwise indicated.

Basis of Measurement

iv) These Consolidated Financial statements are prepared under the historical cost convention unless otherwise indicated.

(a) Use of estimates and judgments

The preparation of the financial statements in conformity with IND AS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the Company financial statements is included in the following notes:

• Classification of finance lease.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included in the following notes:

• Recoverable amount of Trade and other receivables.


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• Provisions.

• Tax calculations.

1.2 Principles of Consolidation:

Subsidiaries

Subsidiaries are all entities (including special purpose entities) that are controlled by the Company. Control exists when the Company is exposed to, or has rights, to variable returns from its involvement with the entity, and has the ability to affect those returns through power over the entity. In assessing control, potential voting rights are considered only if the rights are substantive. The financial statements of subsidiaries are included in these consolidated financial statements from the date that control commences until the date that control ceases. The financial statements of the Company and its subsidiaries and jointly controlled entity have been consolidated using uniform accounting policies for like transactions and other events in similar circumstances as mentioned in those policies.

Upon loss of control, the Group derecognizes the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in the Consolidated Statement of Profit and Loss. If the Company retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently, it is accounted for as an equity accounted investee depending on the level of influence retained.

Associates and Joint Ventures (equity accounted investees)

Associates are those entities over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the entities but is not control or joint control of those policies. Significant influence is presumed to exist when the Company holds more than 20% of the voting power of another entity. Joint arrangements are those arrangements over which the Company has joint control, established by contractual agreement and requiring unanimous consent for strategic financial and operating decisions. Investments in associates and jointly controlled entities are accounted for using the equity method (equity accounted investees) and are initially recognized at cost. The carrying value of the Company’s investment includes goodwill identified on acquisition, net of any accumulated impairment losses. The Company does not consolidate entities where the non-controlling interest (“NCI”) holders have certain significant participating rights that provide for effective involvement in significant decisions in the ordinary course of business of such entities. Investments in such entities are accounted by the equity method of accounting. When the Company’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest (including any long-term investments) is reduced to zero and the recognition of further losses is discontinued except to the extent that the Company has an obligation or has made payments on behalf of the investee.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in full while preparing these consolidated financial statements. Unrealized gains or losses arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Company’s interest in the investee.

Non-Controlling Interests (“NCI”)

NCI are measured at their proportionate share of the acquiree’s net identifiable assets at the date of acquisition. Changes in the Group’s equity interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions

1.3 RECOGNITION OF INCOME/EXPENDITURE

A) Consultancy Contracts

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


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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 after client clearance.

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 1.3(C) while the works are accounted for in accordance with turnkey project under 1.3(D) above.

b) In case of a contract for supply of material and services, income from supply of material is taken under 1.3(C) while for services income is taken under 1.3 (B) as service contract.

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 1.3(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 Operating Income” after completion of the warranty period.

(b) On Supplies covered under 1.3(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 Operating Income” after completion of the warranty period.

Others Provisions

Provisions for legal claims, service warranties, volume discounts and returns are recognized when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognized for future operating losses.


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Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as interest expense.

1.5 ACCOUNTING OF LEASES

a) Financial Lease

Finance leases are capitalized at the lease’s inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in borrowings or other financial liabilities as appropriate. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Under previous GAAPs, Land-Office was carried as Operating lease which is initially for 99 years, however, as per Ind AS, this leasehold land is capitalized in financial statements under Property, Plant & Equipment (taken as financial lease) & correspondingly a finance lease obligation (liability) is created.

b) Operating Lease

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Company as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease unless the payments are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases.

1.6 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 1.3 D is valued at cost plus attributable profit.

1.7 INTANGIBLE ASSETS AND AMORTISATION-BOT PROJECTS

(a) Software

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses.

The useful lives of intangible assets are assessed as either finite or infinite.

Intangible assets with finite lives are amortized over the useful economic lives and assessed for impairment whenever there is an indication or once in every year that the intangible assets may be impaired. The amortization period and method are reviewed at the end of each reporting period.

(b) Rights of collection

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.


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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 1.3(E) plus obligation towards negative grants payable, if any. Till completion of the project, the same is recognized as capital work-in-progress. 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.

Amortization

- Computer software is amortized on SLM method over a period of 3 years

- 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

1.8 TRANSLATION OF FOREIGN CURRENCIES

Foreign Currencies

Items included in the financial statements of each of the foreign operations are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’).

Transactions & Balances

Transactions in foreign currencies are initially recorded at their respective functional currency spot rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.

Exchange differences arising on settlement or translation of monetary items are recognized in profit or loss with the exception of the following:

- Exchange differences arising in the financial statements that include the foreign operation (Branch/Site office) and the reporting entity, such exchange differences are recognized initially in OCI. These exchange differences are reclassified from equity to profit or loss on disposal of the net investment.

- Exchange differences arising on monetary items that are designated as part of the hedge of the net investment of a foreign operation. These are recognized in OCI until the net investment is disposed of, at which time, the cumulative amount is reclassified to profit or loss.

- Tax charges and credits attributable to exchange differences on those monetary items are also recorded in OCI.

- Non-monetary items that are measured in terms of historical cost in a foreign currency shall be translated using the exchange rate at the date of the transaction; and in case non-monetary items that are measured at fair value in a foreign currency shall be translated using the exchange rates at the date when the fair value was measured.

Translation to the presentation currency

The results and financial position of an entity whose functional currency is differ than presentation currency shall be translated into a presentation currency using the following procedures

(a) Assets and liabilities for each balance sheet presented (i.e including comparatives) shall be translated at the closing rate at the date of that balance sheet;

(b) Income and expenses for each statement of profit and loss presented (i.e including comparatives) shall be translated at exchange rates at the dates of the transactions; and

c) All resulting exchange differences shall be recognized in other comprehensive income.


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The exchange differences referred to in above paragraph (c) result from:

- Translating income and expenses at the exchange rates at the dates of the transactions and assets and liabilities at the closing rate.

- Translating the opening net assets at a closing rate that differs from the previous closing rate.

These exchange differences are not recognized in profit or loss because the changes in exchange rates have little or no direct effect on the present and future cash flows from operations. The cumulative amount of the exchange differences is presented in a separate component of equity until disposal of the foreign operation.

On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, shall be reclassified from equity to profit or loss (as a reclassification adjustment) when the gain or loss on disposal is recognized.

1.9 BORROWING COSTS

Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method.

1.10 CAPITAL SUBSIDY/ GRANTS

Grants

- Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant will be received and the Company will comply with all attached conditions.

- Government grants relating to income are deferred and recognized in the profit or loss over the period necessary to match them with the costs that they are intended to compensate and presented within other income.

- Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to profit or loss on a straight- line basis over the expected lives of the related assets and presented within other income.

1.11 CONTRACT COMPLETION

Revenue on turnkey jobs is recognized as per Accounting Policy 1.3 D. The contract is considered as completed when the last job in the contract is completed and the maintenance / warranty period commences.

1.12 INVESTMENTS

Investment properties

Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Company, is classified as investment property. Investment property is measured initially at its cost, including related transaction costs and where applicable borrowing costs. Subsequent expenditure is capitalized to the asset’s carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance costs are expensed when incurred.

Investments (IND AS 101 and 27)

Investments in Subsidiaries, Joint ventures and associates in India or outside India are classified as long term investments and are carried cost. There may be decline in the value, if the company encounters impairment during the annual test of impairment; then the investment is shown at the reduced value. In case where the investments are quoted in stock exchange and are being quoted at less than the cost price for the last 12 months, in such cases, it is being treated as a permanent decline in the cost and are being accounted for at reduced value. On improvement of performance, these investments are valued upto the cost.


168

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.

1.13 DEPRECIATION ON TANGIBLE ASSETS IN INDIA AND ABROAD

Depreciation on Property, plant and equipment

Since there is no change in the functional currency, the Company has elected to continue with the carrying value for all of its Tangible/Intangible assets as recognized in its Indian GAAP financial statements as deemed cost at the transition date, viz., 1 April 2015.

Property, plant and equipment are stated at the cost of acquisition or construction less accumulated depreciation and write down for, impairment if any. Costs that are directly related to acquisition of asset are capitalized until the assets are ready to be put to use. Property, plant and equipment purchased in foreign currency are recorded at cost, based on the exchange rate on the date of purchase.

The Company identifies and determines cost of each component/ part of Property, plant and equipment separately, if the component/ part have a cost which is significant to the total cost of the Property, plant and equipment and has useful life that is materially different from that of the remaining asset.

Gains or losses arising from derecognition of Property, plant and equipment are measured as the difference between the net disposal proceeds and the carrying amount of Property, plant and equipment and are recognized in the statement of profit and loss when the Property, plant and equipment is derecognized. Cost of assets not ready for use at the balance sheet date is disclosed under capital work-in-progress.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. (Ind AS 16)

Depreciation on fixed assets

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.

1.14 TAXATION

The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company and its subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statement. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.


169

Deferred tax assets are recognized for all deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.

Deferred tax liabilities are not recognized for temporary differences between the carrying amount and tax bases of investments in subsidiaries, branches and associates and interest in joint arrangements where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets are not recognized for temporary differences between the carrying amount and tax bases of investments in subsidiaries, branches and associates and interest in joint arrangements where it is not probable that the differences will reverse in the foreseeable future and taxable profit will not be available against which the temporary difference can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively

1.15 AGENCY TRANSACTIONS

a) Agency / Sponsorship fee is paid on realization 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 responsible 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.

1.16 LIQUIDATED DAMAGES / CLAIMS

Liquidated damages/ claims deducted by customer or the company are considered on admittance basis and accounted for in miscellaneous expenses/income.

1.17 EMPLOYEE’S BENEFITS

(i) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

Other long-term employee benefit obligations

The liabilities for earned leave and sick leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. The Actuarial valuation is taken and used to measure the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period. Re-measurements as a result of experience adjustments and changes in actuarial assumptions are recognized in profit or loss.

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.


170

Post-employment obligations

The Company operates the following post-employment schemes:

a) Defined benefit plans such as gratuity, post-employment medical plans; and b) defined contribution plans such as provident fund.

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

Leave Encashment

For Leave Encashment of employees on retirement, the company provides liability on the basis of actuarial valuation.

Retirement Medical Benefits

The expected costs of these benefits are accrued over the period of employment using the same accounting methodology as used for defined benefit plans. Re-measurement gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited in other comprehensive income in the period in which they arise.

1.18 LIABILITIES / CONTINGENT LIABILITIES

Contingent liabilities are disclosed after a careful evaluation of the facts and legal aspects of the matter involved.

1.19 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.

1.20 MISCELLANEOUS

i. Claims for interest on overdue receivables are accounted for on admittance.

ii. Claims for Export Incentives and Insurance claims are accounted on admittance.

iii. In case of BOT toll road project, expenses incurred on overlay shall be charged in the same financial year.

1.21 IMPAIRMENT

1) Financial assets

The Company assesses financial assets at each reporting date whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses (ECL) model for measurement and recognition of impairment loss on financial assets and credit risk exposure.

Company follows ‘simplified approach’ for recognition of impairment loss. The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

2) Non-financial assets

At each reporting date, the Company assesses whether there is any indication based on internal/external factors, that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount and the reduction is treated as an impairment loss and is recognized in the statement


171

of profit and loss. If, at the reporting date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount. Impairment losses previously recognized are accordingly reversed in the statement of profit and loss.

1.22 FINANCIAL INSTRUMENTS

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Initial recognition and measurement: - All financial assets are recognized initially at fair value and transaction cost that is attributable to the acquisition of the financial asset is also adjusted.

Subsequent measurement:-

1) Financial instruments at amortized cost – the financial instrument is measured at the amortized cost if both the following conditions are met:

y The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

y Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method.

2) Financial assets at fair value through profit or loss (FVTPL) or fair value through other comprehensive income (FVOCI)

A financial asset is classified as FVTPL if it is classified as held for trading or is designated as such on initial recognition. In other cases, Company decides to classify the each financial instrument either as at FVOCI or FVTPL at initial recognition.

Financial asset

y Held-to-maturity financial assets

If Company, has positive intent and ability to hold debt securities to maturity, then such financial assets are classified as held to maturity. Held-to-maturity financial assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, held-to-maturity financial assets are measured at amortized cost using the effective interest method, less any impairment losses.

y Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses. Loans and receivables comprise cash and cash equivalents, and trade and other receivables.

y Cash and Cash equivalents

Cash and cash equivalents comprise cash balances (Cash in hand, bank balances) and call deposits with maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value, and are used by the Company in the management of the short-term commitments.

y Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are designated as available for sale or are not classified in any of the above categories of financial assets. Available-for-sale financial assets are recognized initially at fair value plus any directly attributable transaction costs.


172

y Trade receivables

Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment


Company initially recognizes debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities (including liabilities designated as at fair value through profit or loss or fair value through other comprehensive income) are recognized initially on the trade date, which is the date that the Company becomes a party to the contractual provisions of the instrument.

The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled or expired.

Company classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method.

Other financial liabilities comprise loans and borrowings, bank overdrafts, and trade and other payables.


173

Note 2

A : EQUITY SHARE CAPITAL(All amounts are in Rupees in Lakhs, unless otherwise stated)

a) Authorised, Issued, Subscribed and Paid-up Share Capital: Particulars As at

March 31, 2017As at

March 31, 2016As at

April 1, 2015


Authorised Share Capital

Equity Shares of R10/- each 60,000,000 6,000 60,000,000 6,000 60,000,000 6,000

60,000,000 6,000 60,000,000 6,000 60,000,000 6,000

Issued, Subscribed and Paid-upEquity Share Capital

Equity Shares of R10/- each fully Paid-up

59,200,000 5,920 59,200,000 5,920 43,200,000 4,320

Total 59,200,000 5,920 59,200,000 5,920 43,200,000 4,320

b) Reconciliation of number of shares:



As at April 1, 2015


Equity Shares

Opening balance 59,200,000 5,920 43,200,000 4,320 43,200,000 4,320

Issued during the year - - 16,000,000 1,600 - -

Closing balance 59,200,000 5,920 59,200,000 5,920 43,200,000 4,320

c) Shareholders’ holding more than 5% shares of the Company:



As at April 1, 2015

Equity Shares

The President of India & his nominees (Nos)

59,200,000 59,200,000 43,200,000

Holding (%) 100 100 100

Notes :

i) Out of the shares outstanding as on 31.03.2017, 4,29,00,000 equity shares of R 10/- each have been allotted as fully paidup Bonus shares for consideration other than cash. Eight Government of India officials are holding 28,800 shares of R 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.


174

B : OTHER EQUITY(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

i) Securities Premium Reserve 48.22 48.22 48.22

ii) Capital Restructuring Reserve 480.11 480.11 480.11

iii) General ReserveOpening Balance 48,641.39 43,775.36

Additions / (Deductions) during the year 6,642.63 4,866.03

Closing Reserves 55,284.02 48,641.39 43,775.36

iv) Surplus in Statement of Profit & lossOpening Balance 171,704.42 141,452.61

Profit for the Period 19,295.79 35,363.31

Less:

Dividend paid 365.19 213.71

Income Tax on dividend paid 74.35 43.51

Any Other Changes / Adjustment - 11.75

Transfer to General Reserve 6,642.63 4,866.03

Closing Balance 183,918.04 171,704.42 141,452.61

v) Other Components of EquityExchange difference arising on translating foreign operations (Net of tax)

(2,000.85) (1,997.12) (709.84)

Acturial Gain / (Losses) on defined benefit plans (Net of tax)

(283.47) (145.07) -

Sub Total (v) (2,284.32) (2,142.19) (709.84)

Total (i+ii+iii+iv+v) 237,446.07 218,731.95 185,046.46


175

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177

NOTE 5 : NON CURRENT FINANCIAL ASSETS: INVESTMENTS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

Long - term Investment

- Joint Ventures:

Unquoted at Cost

Telecommunications Consultants Nigeria Ltd.

26000 fully paid Equity Shares of 1 Naira each (Previous year 26000 equity shares) representing 40% of Capital

Original Value 3.75 3.75 3.75

Less : Decline in value due to Devaluation of Naira 3.68 3.68 3.68

0.07 0.07 0.07

Bharti Hexacom Ltd.

7,50,00,000 fully paid Equity Shares (Previous year 7,50,00,000 equity shares) of R 10 each, representing 30% of Capital

200,484.00 187,635.00 160,023.00

TBL International Ltd.

87,641 fully paid Equity Shares (Previous year 87,641 equity shares) of R 100 each representing 44.94% of Capital

186.93 174.27 165.24

Intelligent Communications Systems India Ltd.

36,000 fully paid Equity Shares (Previous year 36,000 equity shares) of R 100 each, representing 36% of Capital

674.92 548.83 429.98

United Telecom Ltd., Nepal

57,31,900 Equity Shares (Previous year 57,31,900 equity shares) of 100 Nepali Rupees each, representing 26.66% of Capital

- - 302.64

Total 201,345.92 188,358.17 160,920.93

Aggregate value of Quoted Investment - - -

Aggregate value of Unquoted Investment 201,345.92 188,358.17 160,920.93

Provision for Dimunition in value of Investment 3.68 3.68 3.68


178

NOTE 6 : NON CURRENT FINANCIAL ASSETS: TRADE RECEIVABLES(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

Long-term Trade Receivables (including trade receivables on deferred credit terms)

Unsecured

- Considered Good

Trade Receivables 405.08 1,459.06 843.51

Retention Money 569.72 524.03 520.15

- Considered Doubtful

Trade Receivables 1,069.47 847.31 1,242.96

2,044.27 2,830.40 2,606.62

Less: Provision for Doubtful Debts 1,069.47 847.31 1,242.96

TOTAL 974.80 1,983.09 1,363.66

NOTE 7 : NON CURRENT FINANCIAL ASSETS: LOANS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

Secured

- Considered Good

- Staff Advances (Represent House Building Advance secured against first charge immovable property of the staff and Vechicle advance secured against First charge on Vehicle of the staff)

73.29 79.14 77.44

Unsecured

- Considered Good

Others 5.61 8.26 11.78

Security Deposits 55.65 57.42 15.37

Interest Accured but not due on loans 56.68 61.01 68.79

TOTAL 191.23 205.83 173.38

NOTE 8 :NON CURRENT FINANCIAL ASSETS: OTHERS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

Bank deposits

Deposits with maturity of more than 12 months (Pledged with bank against Guarantees)

0.10 0.10 0.10

TOTAL 0.10 0.10 0.10


179

NOTE 9 : CURRENT ASSETS: INVENTORIES(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

As taken, valued and certified by the Management (valued at cost)

- Stock-in-trade (in respect of goods acquired for trading) - - 2.36

- Raw Materials 93.82 147.61 304.40

- WIP 212.78 195.47 457.95

- Stores & Spares (including with Sub-contractors) at projects sites 799.00 1,188.47 1,272.88

- Others 0.71 0.35 1.27

1,106.31 1,531.90 2,038.86

Less: Provision for obsolence/slow moving stores 54.45 56.19 53.31

TOTAL 1,051.86 1,475.71 1,985.55

NOTE 10 : CURRENT FINANCIAL ASSETS: TRADE RECEIVABLES(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

Billed Receivables

Unsecured

A. Outstanding for period exceeding six months

Considered Good


Retention Money 375.47 297.22 354.71

Considered doubtful 6,089.80 4,931.84 683.38

TOTAL - A 28,292.29 26,613.01 41,382.58

B. Others

Considered Good


Retention Money 3,197.53 2,617.03 2,071.05

Unbilled 13,307.66 4,476.47 5,745.95

TOTAL - B 82,723.26 68,441.26 38,073.69

TOTAL (A+B) 111,015.55 95,054.27 79,456.27

Less : Provision for Loss allowance 2,338.19 1,180.23 683.38

TOTAL 108,677.36 93,874.04 78,772.89


180

NOTE 11 : CURRENT FINANCIAL ASSETS: CASH AND CASH EQUIVALENTS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

CASH AND CASH EQUIVALENTS

A. Cash in Hand (including imprest balances) 30.40 45.65 47.45

B. Balances with Banks

In Current Accounts 2,518.44 4,334.09 1,530.27

In Call Accounts 26.17 22.27 9.42

2,544.61 4,356.36 1,539.69

Less: Provision against fund blocked in Banks * 50.48 52.38 53.35

2,494.13 4,303.98 1,486.34

In Deposit Accounts

Deposits with maturity of less than 3 months 6,027.51 3,028.53 1,144.01

In Saving Bank 5.81 3.71 21.99

TOTAL - B 8,527.45 7,336.22 2,652.34

C. Cheques in hand 3.33 8.69 169.17

TOTAL (A+B+C) 8,561.18 7,390.56 2,868.96 * The provision amount relates to Allied Bank of Nigeria, Nigeria and El Khalifa Bank, Algeria which went into liquidation long time back and for balances in Standard Chartered Bank and Barclays Bank, Botswana which could not be closed and repatriated.

NOTE 12 : CURRENT FINANCIAL ASSETS: OTHER BANK BALANCES(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

Deposits with maturity of more than 3 months but less than 12 months

394.07 238.51 171.43

(FDR of R 172 Lakhs (March 31, 2016 R146 Lakhs, April 1, 2015 R146 Lakhs) pledge with Banks against Guarantees)

TOTAL 394.07 238.51 171.43


181

NOTE 13 :CURRENT FINANCIAL ASSETS: LOANS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015


Secured (Considered Good)

- Staff Advances (Represent House Building Advance secured against first charge immovable property of the staff and Vehicle advance secured against First charge on Vehicle of the staff)

23.95 27.43 30.65

23.95 27.43 30.65

Unsecured

- Considered Good 730.30 723.46 7,862.95

754.25 750.89 7,893.60


Interest accrued but not due on loans 10.97 9.46 12.10

Interest accued but not due on Deposits 515.29 314.46 318.02 (Includes interest on R 447.00 Lakhs (March 31, 2016 R 233.40, April 1, 2015 R 260.01 Lakhs) deposits in the name of Client A/c TCIL)

TOTAL 1,908.09 1,911.24 9,251.81

NOTE 14 : CURRENT TAX ASSETS (Net)(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

Advance Tax and TDS 6,488.22 6,248.48 6,098.64

Less: Provision for Income Tax 3,435.88 2,664.45 2,666.43

TOTAL 3,052.34 3,584.03 3,432.21


182

NOTE 15 : OTHER CURRENT ASSETS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015


Unsecured

- Considered Good 15,397.46 15,571.64 2,490.16

- Considered Doubtful 3,094.71 2,336.74 1,821.75

18,492.17 17,908.38 4,311.91

Less: Provision for Doubtful advances 3,094.71 2,336.74 1,821.75

15,397.46 15,571.64 2,490.16

Interest accrued but not due on advances 203.20 306.90 330.24

Amount Due from Customers

Work In progress 246,149.97 209,355.69 157,822.60

Less: Bills Raised 188,858.17 156,642.40 126,480.71

57,291.80 52,713.29 31,341.89

MAT Credit Entitlement 39.09 53.00 769.76

Other Taxes Recoverable 958.91 1,177.46 1,090.31

TOTAL 73,890.46 69,822.29 36,022.36

NOTE 16 : NON CURRENT FINANCIAL LIABILITIES: BORROWINGS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

SECURED LOANS

Term Loan

Rupee Loan

- From Banks 9,348.18 11,753.35 13,707.47

Less: Current Maturities of Long Term Debts (Refer Note: 23)

274.00 2,165.16 3,233.43

UNSECURED LOANS

Term Loan

Rupee Loan

- From Govt. of India 9,500.00 9,500.00 6,900.00

Less: Current Maturities of Long Term 2,300.00 - -

Debts (Refer Note -23)

TOTAL 16,274.18 19,088.19 17,374.04 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 R 9500 Lakhs. The amount of R 6900 Lakhs was disbursed on 31/03/15 and balance of R 2600 Lakhs has been disbursed on 23/03/16. The interest rate is being charged @ 11.50% p.a. and the repayment period of loan is 5 years including two years moratorium period.


183

NOTE 17 : NON CURRENT FINANCIAL LIABILITIES: TRADE PAYABLES(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

Trade Payables 284.74 8.25 7.82

TOTAL 284.74 8.25 7.82

NOTE 18 : NON CURRENT FINANCIAL LIABILITIES: OTHERS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

a. Lease obligation 599.54 599.56 599.57

b. Others 583.01 664.91 490.54

TOTAL 1,182.55 1,264.47 1,090.11

NOTE 19 : NON CURRENT PROVISIONS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

Post Retirement Medical Benefits 687.74 532.16 504.13

Leave Salary Encashment 1,002.79 953.96 1,117.23

Others (Employee Benefits) 487.39 429.98 358.58

TOTAL 2,177.92 1,916.10 1,979.94


184

NOTE 20 : DEFERRED TAX LIABILITIES / (ASSETS)(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

Deferred Tax Liability:

Related to Fixed Assets 1,925.00 1,910.69 1,948.26

Total 1,925.00 1,910.69 1,948.26

Deferred Tax Assets:

Provision for Doubtful Debts 2,174.66 1,747.86 396.51

Provision for Doubtful Advances 1,071.02 808.70 645.19

Provision for Leave Encashment / Bonus 526.65 514.96 500.42

Others 539.30 286.61 231.48

Total 4,311.63 3,358.13 1,773.60

Net Deferred Tax Liabilities / (Assets) (2,386.63) (1,447.44) 174.66

NOTE 21 : CURRENT FINANCIAL LIABILITIES: BORROWINGS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

a) SECURED LOANS

- From Banks - 3,395.68 2,378.68

(Overdraft Secured against Receviables)

b) UNSECURED LOANS

Short Term Loan

- Foreign Currency Loan from Banks 38.20 513.49 2,353.28

- Loan from Banks - 2,777.80 504.33

TOTAL 38.20 6,686.97 5,236.29

NOTE 22 : CURRENT FINANCIAL LIABILITIES: TRADE PAYABLES(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

a. Trade Payables 106,857.05 100,236.00 64,022.21

b. Dues to Related Parties 572.90 88.58 137.53

TOTAL 107,429.95 100,324.58 64,159.74


185

NOTE 23 : CURRENT FINANCIAL LIABILITIES: OTHERS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

a. Currenct Maturities of Long Term Debts 2,574.00 2,165.16 3,233.43

b Interest Accrued but not Due on Borrowings - 9.53 2.17

c. Interest Accrued and Due on Borrowings 9.53 - 23.52

d. Others 33,871.65 31,729.28 31,961.46

TOTAL 36,455.18 33,903.97 35,220.58

NOTE 24 : OTHER CURRENT LIABILITIES(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

a. Advance from Customers 17,333.42 11,291.58 9,368.85

b. Other Payables ( Including Sales Tax , Service Tax and Others) 1,650.55 1,825.95 1,872.40

TOTAL 18,983.97 13,117.53 11,241.25

NOTE 25 : CURRENT PROVISIONS(All amounts are in Rupees in Lakhs, unless otherwise stated)



As at April 1, 2015

a. Provision for Warranty Period Expenses * 8,301.72 869.01 513.56

b. Employee Benefits 2,274.84 2,477.75 1,024.34

c. Others

- Provision for Losses in Unfinished Projects 110.36 110.75 30.44

- Others 544.88 113.67 1.55

TOTAL 11,231.80 3,571.18 1,569.89

* Provision for Warranty Period Expenses:



As at April 1, 2015

Opening Balance 869.01 513.56 460.71

Add: Provided for Current Year 7,941.15 661.58 355.56

Less: Withdrawn during the Current Year 179.76 23.30 14.76

Less: Utilized during the Current Year 328.68 282.83 287.95

Closing Balance 8,301.72 869.01 513.56


186

NOTE 26 : REVENUE FROM OPERATIONS(All amounts are in Rupees in Lakhs, unless otherwise stated)



I. Sale of Products 11,679.02 25,343.13

Less :- Excise Duty 29.67 52.23

Selling Expenses 1.55 1.95

Total 11,647.80 25,288.95

II. Sale of Services

a) Turnkey Projects Completed 28,504.52 23,050.55

b) Accretion/Deccretion in work in progress - -

Closing work in progress 246,149.97 209,355.69

Less: Opening Work in Progress and adjustment 209,355.69 157,822.60

36,794.28 51,533.09

c) Maintenance / Service Contracts 33,227.50 30,518.16

d) Consultancy Projects 1,103.04 934.99

e) Other Projects 822.83 884.93

III. Other Operating Revenue

- Interest on Advance from Sub-contractor 62.07 50.41

- Overheads recovered from Sub-contractor 12.73 5.66

- Sale of Tenders 0.54 1.50

- Sale of Scrap 2.53 4.05

- Provision for Warranty Period Expenses written back 179.76 23.30

- Excess provision / liabilities written back 2,390.86 1,308.03

TOTAL 114,748.46 133,603.62

NOTE 27 : OTHER INCOME(All amounts are in Rupees in Lakhs, unless otherwise stated)



Interest (Gross)

- Fixed Deposit 190.25 104.54

- Loans to employees 8.36 8.31

Other Non-Operating income

- Dividend Received 5,782.20 2,707.20

- Others 422.46 229.54

Gain on foreign currency transactions 60.27 -

TOTAL 6,463.54 3,049.59


187

NOTE 28 : COST OF MATERIALS CONSUMED(All amounts are in Rupees in Lakhs, unless otherwise stated)



A. STORES & SPARES

Opening Stock 1,415.92 1,581.31

Add: Purchases 11,708.96 5,653.23

Less: Closing Stock 1,035.12 1,415.92

Stores & Spares consumed 12,089.76 5,818.62

B. LOOSE TOOLS

Opening Stock - -

Add: Purchases 36.30 105.87

Add: Direct expenses - -

Less: Closing Stock - -

Loose tools consumed 36.30 105.87

TOTAL (A + B) 12,126.06 5,924.49

NOTE 29 : CHANGE IN INVENTORIES OF STOCK IN TRADE(All amounts are in Rupees in Lakhs, unless otherwise stated)



Stock at Close 212.78 250.94

Stock at Commencment 250.94 460.31

(Increase) / Decrease in stock 38.16 209.37


188

NOTE 30 : PERSONNEL EXPENDITURE(All amounts are in Rupees in Lakhs, unless otherwise stated)



Salaries (Including Foreign DA) 15,170.26 13,945.31

Leave Salary & Pension Contribution 15.11 12.20

Provident & Other Funds Contribution 1,056.62 990.16


Staff Welfare including Camp Expenses 410.71 490.28

Liveries 5.21 5.99

Performance Related Pay (PRP) 397.56 211.84

Bonus 11.30 16.90

Rent for Employee Accomodation:

Gross: 457.86 242.88

Less: Recoveries 3.19 4.23

Leave Salary Encashment 333.75 221.74

Children Education Allowance 3.86 2.97

Perks 478.24 740.84

House Furnishing & Maintenance Allowance 242.49 241.70

Leave Travel Concession 21.65 55.95

Gratuity 108.62 131.14

Employees Accident Group Insurance 3.15 5.41

PF Admin Charges 14.74 14.02

Retired. Employee Medical Scheme 51.29 43.44

TOTAL 19,335.32 17,855.55

NOTE 31 : FINANCE COSTS(All amounts are in Rupees in Lakhs, unless otherwise stated)



Interest

- Interest Expense on Term Loans 1,927.92 2,221.18

- Interest Expense on Overdrafts & Other Borrowings 300.93 670.56

Loss on foreign currency transactions - 253.57

Amortisation Cost 65.95 86.28

TOTAL 2,294.80 3,231.59


189

NOTE 32 : ADMINISTRATIVE AND OTHER EXPENSES(All amounts are in Rupees in Lakhs, unless otherwise stated)



Rent 1,095.87 896.17

Rates and Taxes 1,584.73 1,031.40

Insurance 468.61 401.19

Bank & Guarantee Charges 263.97 284.19

Business Promotion 62.18 66.37

Agency Commission & Sponser Fee 420.10 375.75

Legal & Professional Charges 207.73 187.72

Consultancy 147.36 165.12

Electricity & Water 264.77 309.59

Telephone,Telex & Postage 220.96 271.08

Printing & Stationery 133.74 118.89

Traveling 766.84 945.88

Advertisement 35.80 81.00

Books and Periodicals 2.50 5.32

Seminar & Training 17.89 36.24

Repairs & Maintenance

- Plant & Machinery 207.01 330.99

- Building 74.39 62.19

- Others 92.38 140.72

Loss on Currency Translation (Net) - 5.61

Vehicle Running & Maintenance 348.09 370.11

Misc. Expenses 466.44 137.98

Auditors Remuneration

- Audit Fee 54.88 47.84

- Taxation Matters 14.31 12.25

- Other Services Including Certification 4.71 2.20

- Reimbursement of expenses 0.54 0.03

Hiring Charges

- Machinery 92.29 181.43

- Vehicles 398.98 595.94

Directors Sitting Fees 1.73 2.79

Provision for Warranty Period Expenses 7,941.15 661.58

Loss on Sale / Scrapping of Assets 82.79 157.19

Bad Debts/Advances Written off 519.30 862.10

Donation 0.50 0.50

Security & Maintenance 150.74 131.37

Research & Development - 5.25

Premium to MPRDC 116.87 111.30

TOTAL 16,260.15 8,995.28


190

NOTE 33 : TAX EXPENSES(All amounts are in Rupees in Lakhs, unless otherwise stated)



Current Tax (including tax effect in OCI) 1,813.55 2,218.34

Provision for Taxation for earlier years (59.75) (24.76)

Deferred Tax Liability / (Assets) (945.61) (1,608.77)

TOTAL 808.19 584.81


191

Notes annexed to and forming part of the Consolidated Financial Statements for the year ended 31 March 2017(All amounts are in Rupees in Lakhs, unless otherwise stated)

34. PRINCIPLES OF CONSOLIDATION:

The Consolidated Financial Statements consist of Telecommunications Consultants India Limited (“the Company”) and its subsidiary companies (collectively referred to as "the Group"). The Consolidated Financial Statements have been prepared on the following basis:

1. The Group has adopted Indian Accounting Standards (Ind AS) notified by the Ministry of Corporate Affairs under the Companies (Accounting Standards ) Rules 2015 with effect from 1st April 2016. The Adoption of the IND AS was carried out in accordance with the IND AS 101 First Time adoption of the Indian Accounting Standards. Accordingly Group opening Ind AS Balance Sheet/date of transition is 1st April 2015.

2. 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 Ind AS 110 –"Consolidated Financial Statements" notified by Companies (Accounting Standards) Rules, 2015.

3. In case of Joint Venture, share of profit of jointly controlled entities booked in statement of Profit and Loss by using equity method. The list of Joint Venture companies is stated in Note No.37. Unaudited financial statements of Intelligent Communications Systems India Limited and United Telecom Limited, being Joint Ventures, have been considered for booking of share of profit in statement of Profit and Loss. These have been consolidated on the basis of Unaudited Financial Results drawn upto 31.03.2017, certified by the management of the respective companies.

4. 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.

5. The Financial Statements of the Subsidiaries used in the consolidation are drawn up to 31st March, 2017. The list of Subsidiary Companies which are considered in the consolidation are stated in Note No. 35 .

6. Unaudited financial statement of TCIL Oman LLC, being Subsidiary, have been considered for consolidation. These have been consolidated on the basis of Unaudited Financial Results drawn upto 31.03.2017, as certified by the management.

35 Group Information

Information about subsidiaries

The consolidated financial statements of the Group include:

S. No

Name of Entity Country of Incorporation

Proportion of ownership (%) as at 31 March

2017


2016

Proportion of ownership (%) as at 1 April

2015

1 TCIL Oman LLC, Oman Oman 70% 70% 70%

2 TCIL Bina Toll Road Ltd. India 100% 100% 100%

3 TCIL Lakhnadone Toll Road Ltd. India 100% 100% 100%

4 Tamilnadu Telecommunications Ltd. India 49% 49% 49%


192

36. Subsidiaries with material non-controlling interest (‘NCI’)

S. No Description Country 31-Mar-17 31-Mar-16 1-Apr-15

1 TCIL Oman LLC, Oman India 70% 70% 70%

2 Tamilnadu Telecommunications Ltd. India 49% 49% 49%

Consolidated position w.r.t non-controlling interest

Description 31-Mar-17 31-Mar-16 1-Apr-15

Accumulated balances of material non-controlling interest:

TCIL Oman LLC, Oman 76.31 77.93 73.64

Tamilnadu Telecommunications Ltd. (3,676.11) (2,846.49) (2,040.22)

Profit/(loss) allocated to material non-controlling interest:

TCIL Oman LLC, Oman (1.62) 4.28 ----

Tamilnadu Telecommunications Ltd. (829.62) (806.26) ----

No dividends were paid to the NCI during the year ended 31 March 2017 and 31 March 2016.

The summarised financial information of the subsidiaries, before intragroup eliminations are set out below:

TCIL Oman LLC, Oman

Balance sheetDescription 31-Mar-17 31-Mar-16 1-Apr-15

Non-current assets -

Current assets 256.95 261.69 246.63

Current liabilities (2.57) (1.92) (1.15)

Total equity 254.38 259.77 245.48

Attributable to:

Equity holders of parent 178.07 181.84 171.84

Non-controlling interest 76.31 77.93 73.64

Statement of profit and lossDescription 31-Mar-17 31-Mar-16

Revenue and other income 0.70 0.39

Administrative and Other Expenses 0.77 0.73

Finance costs - -

Depreciation - -

Profit/(Loss) before tax (0.07) (0.34)

Income tax and deferred tax - -

Profit for the year from continuing operations (0.07) (0.34)

Other comprehensive income - -

Total comprehensive income (0.07) (0.34)

Attributable to non-controlling interests(forex gain) (0.02) (0.10)


193

Tamilnadu Telecommunications Ltd.

Balance sheetDescription 31-Mar-17 31-Mar-16 1-Apr-15

Non-current assets 954.70 986.88 1,021.10

Current assets 1,261.14 2,127.77 2,732.72

Current liabilities (9,170.19) (8,484.32) (7,537.20)

Total equity (6,954.35) (5,369.67) (3,783.38)

Attributable to:

Equity holders of parent (3,278.23) (2,523.18) (1,743.16)

Non-controlling interest (3,676.12) (2,846.49) (2,040.22)

Statement of profit and lossDescription 31-Mar-17 31-Mar-16

Revenue and other income 267.80 471.69

Operating Cost 750.12 950.60

Finance costs 776.72 815.86

Depreciation 31.41 31.64

Other expenses 241.53 244.66

Profit/(loss) before exceptional items and tax (1,531.98) (1,571.07)

Exceptional Items 47.41 0.47

Profit/(Loss) before tax (1,579.39) (1,571.54)

Income tax and deferred tax - -

Profit for the year from continuing operations (1,579.39) (1,571.54)

Other comprehensive income (47.48) (9.54)

Total comprehensive income (1,626.87) (1,581.08)

Attributable to non-controlling interests (829.62) (806.26)

37. Information about Joint arrangements

The Group has interests in following individually joint ventures that are accounted for using the equity method. The following disclosure pertains to all of these joint ventures together:

S. No

Name of Entity Country of Incorporation


2017


2016

Proportion of ownership (%) as at 1 April 2015

1 Telecommunications Consultants Nigeria Ltd.

Nigeria 40% 40% 40%

2 Bharti Hexacom Ltd. India 30% 30% 30%

3 TBL International Ltd. India 44.94% 44.94% 44.94%

4 Intelligent Communications Systems India Ltd.

India 36% 36% 36%

5 United Telecom Ltd., Nepal Nepal 26.66% 26.66% 26.66%


194

Summarised financial information for joint ventures

The tables below provide summarised financial information for those joint ventures that are material to the Group. The information disclosed reflects the amounts presented in the financial statements of the relevant associates and joint ventures

Description 31-Mar-17 31-Mar-16

Share of profit/(loss) from joint ventures 12,987.75 27,437.24


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196

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197

38. Financial instruments – Fair values measurement

Financial instruments by category

31 March 2017 31 March 2016 1 April 2015




Financial assets

Investments in unquoted Equity instruments*

- - 201,345.92 - - 188,358.17 - - 160,920.93

Security Deposits - - 683.23 - - 893.85 - - 1,043.46

Loans given - - 833.15 - - 838.29 - - 7,982.82

Deposits with original maturity of more than 12 months

- - 0.10 - - 0.10 - - 0.10

Interest Accured but not due on loans & deposits

- - 582.94 - - 384.93 - - 398.91

Trade receivables - - 109,652.16 - - 95,857.13 - - 80,136.55

Cash and Cash Equivalents - - 8,561.18 - - 7,390.56 - - 2,868.96


- - 394.07 - - 238.51 - - 171.43

Total - - 322,052.75 - - 293,961.54 - - 253,523.16


Long term borrowings - - 16,274.18 - - 19,088.19 - - 17,374.04

Short term borrowings - - 38.20 - - 6,686.97 - - 5,236.29

Currenct Maturities of Long Term Debts

- - 2,574.00 - - 2,165.16 - - 3,233.43

Finance lease obligation payable

- - 599.54 - - 599.56 - - 599.57

Interest accrued but not due - - - - - 9.53 - - 2.17

Interest accrued but due - - 9.53 - - - - - 23.52

Trade payables - - 107,714.69 - - 100,332.83 - - 64,167.56

Other payables - - 34,454.66 - - 32,394.19 - - 32,452.00

Total - - 161,664.80 - - 161,276.43 - - 123,088.58

Fair value measurement

(i) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.


198




Financial assets:


Investments in quoted Equity instruments - - - -

- - 201,345.92 201,345.92




Financial assets:


Advances recoverable in cash - - 833.15 833.15





Cash and Cash Equivalents - - 8,561.18 8,561.18


- - 394.07 394.07

- - 120,706.83 120,706.83



Short term borrowings - - 38.20 38.20


Security Deposits Received - - - -


Interest accrued but not due - - - -


Trade payables 107,714.69 107,714.69

Other payables - - 34,454.66 34,454.66

- - 161,664.80 161,664.80


199




Financial assets:



- - 188,358.17 188,358.17




Financial assets:


Loans given - - 838.29 838.29



Interest accrued and Due on Loan - - 95,857.13 95,857.13


Cash and Cash Equivalents - - 238.51 238.51


- - 105,603.37 105,603.37








Interest accrued but due - - - -

Trade payables 100,332.83 100,332.83

Other payables - - 32,394.19 32,394.19

- - 161,276.43 161,276.43


200



Financial assets:



- - 160,920.93 160,920.93




Financial assets:

Security Deposits - - 1,043.46 1,043.46






Cash and Cash Equivalents 2,868.96 2,868.96


- - 171.43 171.43

- - 92,602.23 92,602.23









Trade payables 64,167.56 64,167.56

Other payables 32,452.00 32,452.00

- - 123,088.58 123,088.58


201

ii) Measurement of fair values

The different levels of fair value have been defined below:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity specific estimates. I fall significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted securities.

There have been no transfers in either direction for the years ended 31st March 2017 and 31st March 2016.

(iii) Accounting classification and fair values

Fair value March 31,

2017March 31,

2016April 1, 2015

Financial assets Investments in unquoted Equity instruments 201,345.92 188,358.17 160,920.93

Investments in quoted Equity instruments - - -


Advances recoverable in cash 833.15 838.29 7,982.82

Deposits with original maturity of more than 12 months 0.10 0.10 0.10

Interest Accured but not due on loans & deposits 582.94 384.93 398.91

Interest accrued and Due on Loan - - -

Trade receivables 109,652.16 95,857.13 80,136.55

Cash and Cash Equivalents 8,561.18 7,390.56 2,868.96


394.07 238.51 171.43

322,052.75 293,961.54 253,523.16 Financial liabilities Long term borrowings 16,274.18 19,088.19 17,374.04

Short term borrowings 38.20 6,686.97 5,236.29

Currenct Maturities of Long Term Debts 2,574.00 2,165.16 3,233.43

Security Deposits Received - - -

Finance lease obligation payable 599.54 599.56 599.57

Interest accrued but not due - 9.53 2.17

Interest accrued but due 9.53 - 23.52

Trade payables 107,714.69 100,332.83 64,167.56

Other payables 34,454.66 32,394.19 32,452.00

161,664.80 161,276.43 123,088.58

The carrying amounts of trade receivables, trade payables and cash and cash equivalents are considered to be the same as their fair values, due to their short-term nature. For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.


202

39. Financial risk management

The Group has exposure to the following risks arising from financial instruments:

y Credit risk ;

y Liquidity risk ; and

y Market risk

This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the impact of hedge accounting in the financial statements

Risk Exposure arising from Measurement Management

Credit RiskCash and Cash Equivalents, trade receivables, financial assets measured at amortized cost.

Aging analysis Credit ratings

Diversification of bank deposits, credit limits and letters of credit

Liquidity Risk All financial liabilities Rolling cash flow forecasts

Availability of borrowing facilities

Market Risk - Interest rate

Borrowings Sensitivity analysis Diversification of loans

Market Risk - Foreign Exchange

Recognized financial assets and liabilities not denominated in Indian Rupee (INR)

Cash flow forecasts Sensitivity Analysis

Risk management framework

The Group's principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Group’s operations and to provide guarantees to support its operations. The Group’s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.

The Group is exposed to market risk, credit risk and liquidity risk. The Group’s senior management oversees the management of these risks. The Group’s senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Group. The financial risk committee appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives.

i. Credit risk

Credit risk arises from cash and cash equivalents, investments and deposits with banks and financial institutions, as well as credit exposures to customers including outstanding receivables. Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers and investments in securities.

The Group continuously monitors defaults of customers and other counterparties, identified either individually or by the Group, and incorporates this information into its credit risk controls. Where available at reasonable cost external credit ratings and/or reports on customers and other counterparties are obtained and used. The Group’s policy is to deal only with creditworthy counterparties.

Credit risk management

The Group assess and manages its risk based on the following categories arived on the basis of assumptions, inputs, factors specfic to the class of financial assets:-


203

Particulars Particulars 31st March 2017 31st March 2016 1st April 2015

Negligiable credit risk* Cash and bank balances along with fixed deposits

8,955.35 7,629.17 3,040.49

Low credit risk Security deposits, Loans granted to related parties & staff and Interest accrued on loans

2,099.32 2,117.07 9,425.19

Medium credit risk Trade receivables 109,652.16 95,857.13 80,136.55

High credit risk - - -

Total 120,706.83 105,603.37 92,602.23

* Credit risks from balances with banks are managed by only dealing with reputable banks having credit ratings.

Trade and other receivables

The Group continuously monitors defaults of customers and other counterparties, identified either individually or by the Group, and incorporates this information into its credit risk controls. Where available at reasonable cost external credit ratings and/or reports on customers and other counterparties are obtained and used. The Group’s policy is to deal only with creditworthy counterparties.

The Group is not exposed to any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. Trade receivables consist of a large number of customers in various industries and geographical areas. Based on historical information about customer default rates management consider the credit quality of trade receivables that are not past due or impaired to be good.

Trade receivables are provided for or impaired on expected credit loss methor and /or estimated irrecoverable amounts, determined by reference to past default experience in addition to specific provision made on identified customers. No interest is charged on trade receivables as at the reporting date.

ii. Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Management monitors rolling forecasts of the Group’s liquidity position i.e. cash and cash equivalents on the basis of expected cash flows. This is generally carried out at local level in accordance with the practice and limits set by the Group. These limits vary by location to take into account the liquidity of the market in which the entity operates.

Maturities of financial liabilities

The tables below analyze the Group’s financial liabilities into relevant maturity groupings based on their contractual maturities. The amounts disclosed in the table are the contractual undiscounted cash flows. Balance due within 12 months equal their carrying balances as the impact of discounting is not significant.


Less than 1 year


Total

Long term borrowings - 3,936.67 4,467.67 4,731.67 3,138.17 16,274.18

Trade payables 107,429.95 284.74 - - - 107,714.69


Short term borrowings 38.20 - - - - 38.20



204


Less than 1 year


Total

Long term borrowings - 2,814.00 3,936.67 7,029.33 5,308.19 19,088.19

Trade payables 100,324.58 8.25 - - - 100,332.83




Total 140,981.49 3,553.13 4,002.64 7,227.23 10,250.10 166,014.59

Contractual maturities of financial liabilities1 April 2015

Less than 1 year


Total

Long term borrowings 4,711.83 274.00 3,440.67 4,964.33 3,983.21 17,374.04

Trade payables 64,159.74 7.82 - - - 64,167.56




Total 109,394.41 838.32 3,506.64 5,162.23 8,991.09 110,518.65

iii. Market risk

Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and equity prices – will affect the Company’s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. We are exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of our investments. Thus, our exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency. The objective of market risk management is to avoid excessive exposure in our foreign currency revenues and costs.

a) Foreign Currency risk

Foreign Currency risk exposure: March 31,2017 March 31,2017 March 31,2017 March 31,2017

INR USD GBP EUR

Financial assets

Bank current account/call deposit 3,424,901 46,822 77 5,506

Debtors 1,590,761 24,522 - -

5,015,662 71,344 77 5,505.5


Trade payables 209,475,151 3,229,153 - -

Loans (Banks) 3,820,425 58,894 - -

213,295,576 3,288,046 - -


205

March 31,2016 March 31,2016 March 31,2016 March 31,2016 INR USD GBP EURFinancial assets Bank current account/call deposit 236,893,624 3,567,638 77 1,600

Debtors 2,613,089 39,375 - -

239,506,713 3,607,012 77 1,600

Financial liabilities Trade payables 206,438,320 3,055,845 - 48,500

Loans (Banks) 51,348,835 776,378 - -

257,787,155 3,832,223 - 48,500

The Company’s exposure in respect of foreign currency denominated liabilities and assets not hedged by derivative instruments or otherwise is as follows:

Sensitivity

The sensitivity of profit and loss to changes in the exchange rates mainly from foreign currency denominated financial instruments.

Particulars 31st March 2017 31st March 2016

USD GBP EUR USD GBP EUR

Financial Asset

INR/USD/GBP/EUR - increase by 5 percent(500 bps)

231,405

313

19,066

11,968,968

368

6,000

INR/USD/GBP/EUR - decrease by 5 percent(500 bps)

(231,405)

(313)

(19,066)

(11,968,968)

(368)

(6,000)

Financial Liability

INR/USD/GBP/EUR - increase by 5 percent(500 bps)

10,664,779

-

-

12,716,274

-

181,857

INR/USD/GBP/EUR - decrease by 5 percent(500 bps)

(10,664,779)

-

-

(12,716,274)

-

(181,857)

Interest rate risk

The company fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in IndAS 107, since neither the carryng amount nor the interest rate will fluctuate because of change in market interest rates.

Interest rate risk exposure

Particulars 31st March 2017 31st March 2016 1st April 2015

Variable rate borrowings 38.20 6,686.97 5,236.29

Fixed rate borrowings 18,848.18 21,253.35 20,607.47

40. Capital management

For the purpose of the Group’s capital management, capital includes issued equity capital, share premium and all other reserves attributable to the equity holders. The primary objective of the Group’s capital management is to maximize the shareholder value. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.


206

The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31st March 2016 and 31st March 2015.

Debt-equity ratio 31st March 2017 31st March 2016 1st April 2015

Debts 18,886.38 27,940.32 25,843.76

Equity 239,766.27 221,883.39 187,399.88

Net debt equity ratio 8% 13% 14%

Dividends

Particulars Amount




41. Additional Information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary .

Name of the Entity Net assets, i.e. total assets minus total Liabilities

Share in profit or loss

As % of consolidated net

assets

Amount As % of consolidated Profit & Loss

Amount

HOLDING COMPANY

Telecommunications Consultants India Limited

111.63 % 58,891.59 181.91 % 6,967.03

SUBSIDIARIES:

Indian

Tamil Nadu Telecommunications Limited (13.66) % (7,208.80) (42.48) % (1,626.87)

TCIL Bina Toll Road Limited (2.04) % (1,074.30) (27.31) % (1,046.08)

TCIL Lakhnadone Toll Road Limited 3.45 % 1,822.46 (12.12) % (464.00)

Foreign

TCIL OMAN LLC 0.48 % 254.38 0.00 % (0.07)

Minority Interests in all Subsidiaries 0.14 % 76.31 - -

100 % 52,761.65 100 % 3,829.99


207

42. 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 :

Particulars Tamil Nadu Telecommunications Ltd.

TCIL OMAN LLC

TCIL Bina Toll Road Ltd.

TCIL Lakhnadone Toll Road Ltd.

Share Capital 4,567.62 252.82 1,957.00 2,311.00

Reserves & Surplus (11,776.42) 1.56 (3,031.31) (488.54)

Total Assets 2,215.84 256.95 11,532.07 8,821.05

Total Liabilities 9,424.63 2.57 12,606.37 6,998.58

Investments - - - -

Turnover 267.80 0.70 514.85 192.53

Profit before Taxation (1,626.87) (0.07) (1,046.08) (464.00)

Provision for Taxation - - - -

Profit after Taxation (1,626.87) (0.07) (1,046.08) (464.00)

Proposed Dividend

% of Holding 49% 70% 100% 100%

43. Disclosure in respect of statement of Contingent Liabilities:


As onMarch 31, 2016

As on April 1, 2015

Income Tax matters not acknowledged as debts [see (i) below]

1,950.51 1,954.83 1,669.66

Sales Tax matters not acknowledged as debts [see(ii)below]

25.26 25.26 25.26

Disputed Claims not acknowledged as debts [see(iii) below]

31,172.35 32,060.39 27,251.56

Liabilities on Terminated packages 824.00 824.00 824.00

(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 2014-15. 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 as on March 31, 2017 amounting to R 7,099.53 Lakhs (As on March 31, 2016 - R 7,317.61 Lakhs, as on April 1, 2015 - R 6,502.35 Lakhs) has also not been accounted for.

It is not practically possible to disclose the uncertainties relating to any outflow.


208

IV) In respect of one of the Subsidiary:

a. Commercial Tax Department had demanded a sum of R 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 R 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. The writ petition were heard by High Court, Madras, on 02-09-2015 and on 09-09-2015.On hearing the argument single Judge of High court Madras reserved the judgment. Orders are still not given by the Court.

b. The Sales Tax department has demanded a sum of R 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. Next hearing date is not yet fixed.

c. The Custom Authority has demanded an amount of R 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. The subsidiary company has filed the Counter.

44. Consolidated Details of Guarantee given:


As onMarch 31, 2016

As onApril 1, 2015

A.

Bank Guarantee Outstanding 36,496.35 36,696.80 35,261.01

Expired Bank Guarantees 4,420.42 893.99 5,899.32

Bank Guarantees given on behalf of TTL 453.89 665.71 967.76

Bank Guarantees given on behalf of TTL, since expired

- 0.95 117.18

Corporate Guarantees 318.87 157.11 1,053.04

B. Letter of Credits 3,842.47 4,449.13 738.57

C. Capital and Other Commitments - 1.94 -

45. Balances of Debtors and Creditors of the Group including BSNL, MTNL, MPRRDA, GAIL, PGCIL and others are subject to confirmation and reconciliation.

46. (i) Consolidated Details of Foreign Currency (Unhedged) Exposure:

ParticularsAs on 31st March 2017 As on 31st March 2016 As on 1st April 2015

Rupees (In lakhs)

Foreign Currency

Rupees (In lakhs)

Foreign Currency Rupees (In lakhs)

Foreign Currency

Import Creditors(Unhedged)

2,094.75 USD 32,29,153

2064.38 USD 30,55,844EURO 48,500

2,631.41 USD 41,99,343

Unsecured Loans (Banks)

38.20 USD 58,893.56

513.49 USD 7,76,377.54 2,353.27 USD 37,55,479.00


209

(ii) Consolidated Details of Amount receivable in Foreign Currency (Unhedged) on account of the following:


Rupees (In lakhs)

Foreign Currency

Rupees (In lakhs)

Foreign Currency Rupees (In lakhs)

Foreign Currency

Export Debtors 15.90 USD 24,522.29

26.13 USD 39,374.51 26.84 USD 42,836.01

Call Deposit/Current Account with Banks

30.37 USD 46,822.09

2,367.66 USD 35,67,637.63 7.72 USD 12,314.41

0.06 GBP 77.36 0.07 GBP 77.21 0.07 GBP 76.75

3.81 EUR 5,505.52 1.20 EUR 1,600.15 1.92 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.

47. A) Income / Expenditure in Foreign Currency

Description Year Ended 31.03.2017

Year Ended 31.03.2016

Inflow

Amount repatriated from Foreign Projects 6,893.00 4,047.07

Expenditure

Import on CIF Basis(Traded Goods) 820.15 665.39

Contractual Payments 144.62 189.06

Others 223.8 239.12

B) Consumption of imported and indigenous materials consumed:

Item 2016-17 2015-16

Amount % of total consumption Amount % of total consumption

a) Imports:

Raw Materials 53.08 0.43 62.86 1.05

Stores & Spares - - - -

Loose Tools - - - -

b) Indigenous:

Raw Materials 93.83 0.77 181.12 3.02

Stores & Spares 12,042.13 98.50 5,645.20 94.17

Loose Tools 36.30 0.30 105.87 1.76

TOTAL 12,559.89 100.00 5,995.05 100.00


210

c) In compliance of Ind AS 21, the company has following Functional & Presentation currency :


TCIL INR INR

TCIL- Mauritius MUR INR

TCIL – Kuwait KD INR

TCIL – KSA SAR INR

TCIL – Oman OR INR

TCIL – Sierra Leon SLL INR

TCIL – Algeria DZD INR

TCIL – Ethiopia ETB INR

TCIL – Botswana BWP INR

TCIL – Nepal Nepalese Rupee INR

TCIL – Bhutan NU INR

TCIL – UAE AED INR

TCIL – Qatar QAR INR

TCIL – Sri Lanka LKR INR

48. The Group, wherever required, 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.

49. (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 R 525.78 Lakhs (As on March 31, 2016 - R 641.52 Lakhs, as on April 1, 2015 - R 581.80 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.

50. Investments in ventures in India and outside India are classified as long term investments and are valued as per Accounting Policy No.1.12. During the year, the company has received dividend of R5,782.20 Lakhs from Joint Venture Companies.

51. (a) The company has made a provision for all Regular IDA employees towards the 3rd Pay Revision w.e.f. 01.01.2017 amounting to R 141.00 Lakhs.

(b) The company had made the provision for all Regular CDA employees towards the 7th Pay Revision w.e.f. 01.01.2016 amounting to R 12.20 Lakhs for the F.Y. 2015-16. Further provision amounting to R 23.16 Lakhs has been made in the books of accounts for the Financial Year 2016-17.

(c) The company is planning to introduce Defined Contribution Superannuation Pension Scheme for its regular employee’s w.e.f. 01-04-2014. The company shall be contributing 5% of salary (Basic and Dearness Allowance) towards employer contribution. Provision amounting to R 456.52 Lakhs has been made in the books of accounts for the Financial Year 2015-16. Further Provision of R264.81 Lakhs has been made in the books of accounts for the Financial Year 2016-17.

52. During the year, the company has written back R 2,390.86 Lakhs (Previous Year R 1,308.03 Lakhs) towards liabilities/provisions, made in earlier years, which are no longer required.


211

53. Disclosure as per IndAS-11 on “Construction Contracts” issued by the Institute of Chartered Accountants of India relating to Turnkey Contracts :

S.No. Particulars 2016-17 2015-16 2014-15

1 Contract revenue recognized for the year 65,298.80 73,253.76 30,946.33

2 The aggregate amount of cost incurred and recognized profits(less recognized Losses) in respect of work in progress upto the Reporting Date.

2,46,149.97 2,09,355.70 1,57,822.60

3 Amount Due from customers 57,291.80 52,713.29 31,341.90

4 Advances received from customers & outstanding as at the year-end.

16,238.01 10,534.53 6,494.49

5 Retention Money outstanding as at the year end 3,604.95 2,941.30 2,399.03

54. Disclosure as per IndAS-19

The Consolidated status of “Gratuity Funds”, “Post Retirement Medical Scheme” and “Leave Encashment” based on actuarial valuation are as follows:

Sl. No.

Particulars Gratuity(Funded)

Gratuity(Unfunded)

Post RetirementMedical Plan (Unfunded)

Leave Encashment(Unfunded)

1 Change in present value of obligations

Present value of obligations as at 01.04.15 - 137.38 543.02 1,376.87

Interest cost - 10.99 43.44 110.15

Current service cost 135.70 7.77 - 213.88

Benefits paid (234.04) - (22.41) (423.00)

Actuarial (gain)/loss on obligations 2,451.76 16.51 77.03 164.53

Present value of obligations as at 31.03.16 2,353.42 172.66 641.08 1,442.47

Interest cost 172.04 13.81 51.29 115.40

Current service cost 179.05 8.01 - 226.30

Benefits paid (218.81) - (26.65) (338.24)

Acquisitions/ Transfer in/ Transfer Out - - -

Actuarial (gain)/loss on obligations 419.00 16.93 69.35 42.54


2 Changes in the fair value of plan assets -

Fair value of plan assets as at 01.04.15 2,222.92 - - -

Expected return on plan assets 177.84 - - -

Contribution - - - -

Benefits paid (234.04) - - -

Actuarial gain/(loss) on plan assets (0.78) - - -


Expected return on plan assets 158.33 - - -

Contribution 109.18 - - -


Amount Received on redemption of plan assets - - - -

Actuarial gain/(loss) on plan assets 16.83 - - -



212

Sl. No.


Gratuity(Unfunded)



3 Fair value of plan assets

Fair value of plan assets as at 01.04.15 2,222.92 13.09 - -

Actual return on plan assets 177.06 1.09 - -

Contributions - - - -



Funded / (Unfunded) status (187.48) - - -


Actual return on plan assets 175.16 1.17 - -

Contributions 109.18 - - 3.56

Actuarial (gain)/loss on plan assets - - - -

Benefits paid (218.81) - - (3.56)


Funded / (Unfunded) status (673.23) (211.40) (735.07) (1,488.43)

Excess of Actual over estimated return on plan assets

- - - -

4 Actuarial gain /loss recognized

Actuarial gain /loss on 01.04.2015 - - - -

Actuarial (gain)/Loss for the year-Plan assets 0.78 - -

Actuarial (gain)/Loss on obligations 2,451.76 16.51 77.03 164.53

Actuarial gain /loss on Opening 01.04.2016 2,452.54 - -

Actuarial (gain)/Loss for the year-Plan assets (16.82) - -

Actuarial (gain) / Loss on obligations 419.00 16.93 69.35 42.54

Actuarial (gain)/Loss recognized in the year 31.03.2017

2854.72 16.93 69.35 42.54

5 Amounts to be recognized in the Balance sheet and Statement of Profit & Loss



Funded status (187.48) (172.66) (641.08) (1,442.47)

Net assets (liability) recognized in balance sheet (187.48) (172.66) (641.08)



Funded status (673.23) (211.40) (735.07) (1,488.43)

Net assets (liability) recognized in balance sheet (673.23) (211.40) (735.07) (1,488.43)

6 Expenses recognized in Statement of Profit & loss

Current service cost 179.05 - - 226.30

Interest cost 13.71 13.81 51.29 115.40

Expected return on plan assets - - - -

Net actuarial (gain)/loss recognized in the year (16.83) 16.93 69.34 42.54

Expenses recognized in Statement of Profit & loss 175.93 30.74 120.63 384.24


213

Sl. No.


Gratuity(Unfunded)



7 Break-up of Actuarial gain/loss

Actuarial (gain)/loss on arising from change in demographic assumption

- - -

Actuarial (gain)/loss on arising from change in financial assumption

(372.65) 10.11 - 1.79

Actuarial (gain)/loss on arising from experience adjustment

791.65 6.85 69.35 40.71

8 Maturity profile of Defined Benefit Obligation

1st Year 187.33 4.69 28.40 375.52

2nd Year 46.97 18.99 27.64 428.48

3rd Year 80.62 4.93 26.84 465.61

4th Year 236.42 5.22 26.00 435.75

5th Year 258.16 5.53 25.12 404.48

After 5th Year 2095.21 449.04 313.56 3,306.84

55. Segment Reporting as per Ind AS 108

The Group operating segments are organized and managed separately through the respective directors, executive directors and group general managers, according to the nature of products and services provided with each segment representing a strategic business unit. These business units are reviewed by respective directors of the company.

The amounts reported to directors are based on the accounting principles used in the preparation of financial statements as per Ind AS. Segment’s performance is evaluated based on segment revenue and segment result viz. profit or loss from operating activities before exceptional items. Accordingly, finance costs / income, non-operative expenses and exceptional items are not allocated to individual segment.

Inter segment pricing and terms are reviewed and changed by the management to reflect changes in market conditions and changes to such terms are reflected in the period change occurs.

Segment assets comprise assets directly managed by each segment and primarily include receivables, property, plant and equipment, capital work-in-progress, intangible assets, intangible assets under development, inventories, cash and cash equivalents, inter-segment assets. Segment liabilities primarily include operating liabilities. Segment capital expenditure comprises additions to property, plant and equipment and intangible assets.

The segment composition of the Group is identified as under:-

y Telecommunications Projects

y Civil /Infrastructure Projects

y Consultancy and Service Contracts

y Trading Activities.

y 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.


214

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215

ii. Geographical Segments :

(R in lakhs)

S. No. Particular 2016-17 2015-16 2014-15

1. Segment Revenue - External Turnover

- Within India 77,011.51 92,902.34 -

- Outside India

KSA 19,556.13 20,861.37 -

Others 18,180.82 19,839.91 -

Total Revenue 114,748.46 133,603.62

2. Segment Assets

- Within India 392,393.20 360,009.91 283,873.96

- Outside India

KSA 17,999.96 21,786.31 19,103.44

Others 23,431.60 19,968.41 22,476.82

Total Assets 433,824.76 401,764.63 325,454.20

3. Segment Liability

- Within India 166,366.60 155,863.32 116,093.99

- Outside India

Others 27,691.89 24,017.92 21,960.35

Total Liability 194,058.49 179,881.24 138,054.32


- Within India 8,421.96 164.57 12,416.08

- Outside India

KSA 686.57 86.57 -

Kuwait 47.63 143.32 70.85

Others 4.11 11.04 74.59

Total Expenditure 9,160.25 405.50 12,561.52


216

56. Related Party Disclosure:

Disclosure pursuant to Ind AS-24 “Related Party Disclosures” issued by the Institute of Chartered Accountants of India

A. Key Management Personnel :

i) Chairman & Managing Director

Sh. A.K.Gupta (Additional Charge as CMD since 01/02/2016 till 28/08/2017,Forenoon)

Sh. A. Seshagiri Rao (Since 28/08/2017, Afternoon)

ii) Wholetime Directors

Sh. A.K.Gupta, Director (Finance)

Sh. Rajesh Kapoor, Director (Technical)

Sh. Rajiv Gupta, Director (Projects)

iii) Group General Manager (Finance & Company Secretary)

Sh. Narendra Jain

B. Subsidiary Companies

Tamilnadu Telecommunications Ltd (TTL)

TCIL Oman LLC

TCIL Bina Toll Road Limited (TBTRL) – SPV

TCIL Lakhnadone Toll Road Limited (TLTRL) – SPV

C. Associate Companies/ Joint Venture Companies

TBL International Limited (TBL)

Bharti Hexacom Limited (BHL)

United Telecom Limited (UTL)

Telecommunications Consultants Nigeria Limited (TCNL)-Dormant Company



217

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218

57. Detail of Specified Bank Notes (SBN) held and transacted during the period November 08, 2016 to December 30, 2016 are provided below:-

Description Specified Bank Notes

Other Denomination Notes

Total

Closing cash in hand as on Nov. 8, 2016 17.67 24.03 41.70

(+) Permitted receipts 32.78 183.39 216.17

(-) Permitted payments 0.06 10.25 10.31

(-) Amount deposited in Banks 50.39 166.70 217.09

Closing cash in hand as on Dec. 30, 2016 - 30.47 30.47

58. Disclosure as per IndAS-17 :

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 R 1,094.84 Lakhs (Previous year R 895.16 Lakhs) are shown under Note 32 ‘Administrative and Other Expenses’. Lease payments in respect of accommodations for staff amounting to R 454.67 Lakhs (Previous year R 238.65 Lakhs) form part of Note 30 ‘Employee Benefits Expense’. These operating leases are cancellable and generally renewed on yearly basis

Financial Leases

Non current financial liabilities – others (Note 18) includes, lease obligation of R 599.54 Lakhs relating to the land taken on non-cancellable lease by the company during March 1998 for 99 years, which has been classified as financial lease as per the requirement of Ind AS-17.

Gross Lease rentals payable and Present value of Minimum Lease Payments (MLP) for each of the periods is as under: -

Particulars

As on 31st March 2017 As on 31st March 2016 As on 1st April 2015


Present Value of

MLP


Present Value of

MLP


Present Value of

MLP

Not later than one year 65.97 0.02 65.97 0.01 65.97 0.01

Later than one year and not later than five years 263.88 0.08 263.88 0.07 263.88 0.07

Later than five years 4,936.87 599.44 5,002.84 599.48 5,068.81 599.49

59. Basic & Diluted Earnings Per Share

In compliance with IndAS-33 “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:

Description March-17 March-16

Profit After Tax of the group 19,295.79 35,363.31

Weighted Average number of Equity Shares used for computing Earnings Per Share (Basic & Diluted) (Number)

5,92,00,000 4,48,61,203

Earnings Per Share (Basic & Diluted) (Rupees) 32.59 78.83

Face Value Per Share (Rupees) 10.00 10.00


219

60. In accordance with Ind AS–37, particulars of provisions are as under:

Particulars Gratuity Leave Encashment

Retirement Emp. Med. Scheme

Provision for Income Tax

Opening Balance 131.14 1,469.60 577.81 2,664.45

Addition during the Year 108.62 377.19 120.63 1,813.55

Withdrawn during the Year - - - (59.74)

Paid/Adjusted/Written Off during the Year (131.14) (334.68) 36.63 (982.38)

Closing Balance 108.62 1,512.11 735.07 3,435.88

Particulars Provision for Doubtful

Debts


Advances

Provision for losses in

unfinished projects

Provision for Diminution in

value of Investment

Opening Balance 5,050.45 2,336.74 110.75 3.68

Addition during the Year 1,013.03 686.92 - -

Withdrawn during the Year - - - -

Paid/Adjusted/Written Off during the Year 220.22 71.05 (0.39) -

Closing Balance 6,283.70 3,094.71 110.36 3.68

61. 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 R 79.62 Lakhs on CSR activities during the current financial year. Out of this an amount of R 65.01 Lakhs has been incurred in India and R 14.61 Lakhs in Mauritius as per the local law requirement of Mauritius.

62. 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. 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 R1597.01 lakhs and successfully executed the order in time and got 50% add-on order of 1602 KMs and executed during 2013-14 valuing R 798.00 lakhs. 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 R 3190.44 lakhs. 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 R 1595.27 lakhs. Delivery period was upto October, 2014. BBNL has issued the consignee details in full periodically for


220

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 which will be followed by e-reverse auction but Subsidiary company could not complete the e-reverse auction. 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 since the OFC market is picking up. At present orders in hand as on 31.3.2017 to be executed within 3 to 4 months works out of R 518 Lakhs. The order booking position is expected to improve in future. Company is also exploring possibility of getting orders through contract manufacturing basis from PSUs under Ministry of communications. Considering the scope during the immediate future and TCIL’s financial support the accounts have been prepared on going concern basis.

(ii) (a) No provision is made for one long pending debtors R 339.50 lakhs (previous year R 339.50 lakhs) 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 purchase again appealed in the High Court. Last hearing was held on 01/03/2017.Now the matter is posted on list of final hearing of High Court.

(b) No provision is made for R 13.39 lakhs (previous year R 13.39 lakhs) 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:

i) The Subsidiary company is currently in possession of 2.42 acres of land acquired from CMDA. In respect of the said land Memorandum of lease cum sale agreement has been entered and on completion of payment, the company has executed Sale Deed and the same in original was surrendered to SBI, which is yet to be returned by SBI for which due clearances were received from all banks of the consortium. The company is following up with SBI, in this regard.

ii) The Subsidiary company is also in possession of 7.36 acres of free hold land of Tamilnadu State Government. The cost of land determined by Government in 2010 was paid by the company. Land delivery receipt was issued to the Subsidiary company by the Government. In case of TN Government land, it is to be utilized for the purpose for which it is allotted.

(d) Work-in progress under inventories as on 31.03.17 includes realizable scrap comprising short length cables, quality defects cables, excess production cables for operational reasons, type approval cables and disputed returned cables. 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 R 25.42 lakhs (for the years 2000 -2001 and 2001 -2002) on the Subsidiary Company. They have however, paid the entire amount of demand. Out of which R 21.94 lakhs are kept as recoverable. Appeal filed by the company for the above is pending in the Tribunal.


221

(f) (i) 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. Initially the case was filed in Delhi High Court against the APO. Now the matter is transferred from Delhi High Court to District Court (Patiala House) for deciding the APO. Now the matter is in progress. Last hearing was held on 29/04/2017. The next date hearing has been fixed on 15/07/2017.

(ii) The Subsidiary Company has invoked Arbitration Clause during 2014-15 in respect of BSNL’s short closure of the PO for the supply of 18000 kms. The case is in progress under the Supreme Court of India. The next hearing is fixed on 05/07/2017.

(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 R 139.91 lakhs. The case is pending in Madras High Court.

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 R 747.23 lakhs. Out of this, the cost of WIP inventories R 624.71 lakhs (excluding excise duty, salvage value and including reimbursement of actual expenditures R 0.84 lakhs) was accounted as ‘Other Income’ during the year ended 31.3.2015. The insurance company was conveyed on 14th May 2016 its admittance of the claim for reduced amount of R 650.00 lakhs (including excise duty of R 70.76 lakhs) which is since received by the company on 24.05.2016. The balance amount of R45.47 lakhs (R 650.00 lakhs - R 70.76 lakhs - R 624.70 lakhs) is charged off in the statement of profit and loss for the year ended 31.3.2017.

63. For certain items, the company and its subsidiaries have followed different accounting policies. However, impact of the same is not material.

64. Figures pertaining to the subsidiary companies have been reclassified wherever necessary to bring them in line with the Group financial statements.

65. Previous Year Figures have been realigned/recast/regrouped wherever considered necessary.

66 Transition to Ind AS

For the purposes of reporting, we have transitioned our basis of accounting from IGAAP to Ind AS. The accounting policies have been applied in preparing the financial statements for the year ended 31st March 2017, the comparative information presented in these financial statements for the year ended 31st March 2016 and in the preparation of an opening Ind AS balance sheet at 1st April 2015 (the “transition date”).

In preparing our opening Ind AS balance sheet, we have adjusted amounts reported in financial statements prepared in accordance with IGAAP. An explanation of how the transition from IGAAP to Ind AS has affected our financial performance, cash flows and financial position is set out in the following tables and the notes that accompany the tables. On transition, we did not revise estimates previously made under IGAAP except where required by Ind AS.

Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 "optional exemptions and mandatory exceptions" applied in the transition from previous GAAP to Ind AS.


222

A.1 Ind AS optional exemptions

A.1.1 Business combinations

Ind AS 101 provides the option to apply Ind AS 103 "Business combination" prospectively from the transition date or from a specific date prior to the transition date. This provides relief from full retrospective application that would require restatement of all business combinations prior to the transition date. The company elected to apply Ind AS 103 prospectively to business combinations occurring after its transition date. Business combinations occurring prior to the transition date have not been restated. The company has applied this exemption for investment in associates and subsidiaries.

A.1.2 Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets. Accordingly, the Company has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value.

A.1.3 Leases

Appendix C to Ind AS 17, Leases, requires an entity to assess whether a contract or arrangement contains a lease. As per Ind AS 17, this assessment should be carried out at inception of the contract or arrangement. However, the Group has used Ind AS 101 exemption and assessed all arrangements based for embedded leases based on conditions in place as at the date of transition."

A.1.4 Fair value measurement of financial assets or financial liabilities

First-time adopters may apply Ind AS 109 "Financial instruments" to day one gain or loss provisions prospectively to transactions occurring on or after the date of transition to Ind AS. Therefore, unless a first-time adopter elects to apply Ind AS 109 retrospectively to day one gain or loss transactions, transactions that occurred prior to the date of transition to Ind AS do not need to be retrospectively restated. The Company has applied Ind AS 109 provisions for measurement of financial assets prospectively to transactions occurring on or after the date of transition to Ind AS.

A.1.5. Investments in subsidiaries, joint ventures and associates

In separate financial statements, a first-time adopter that subsequently measures an investment in a subsidiary, joint ventures or associate at cost, may measure such investment at cost (determined in accordance with Ind AS 27) or deemed cost (fair value or previous GAAP carrying amount) in its separate opening Ind AS balance sheet. The Company has opted to carry its investments in subsidiaries and associates at previous GAAP carrying amount (deemed cost).

A.2 Ind AS mandatory exceptions

A.2.1 Estimates

An entity’s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. Ind AS estimates as at 1st April 2015 are consistent with the estimates as at the same date made in conformity with previous GAAP.

A.2.2 Non-controlling interests

Ind AS 110 requires entities to attribute the profit or loss and each component of other comprehensive income to the owners of the parent and to the non-controlling interests. This requirement needs to be followed even if this results in the non-controlling interests having a deficit balance. Ind AS 101 requires the above requirement to be followed prospectively from the date of transition. Consequently, the group has applied the above requirement prospectively.


223

A.2.3 Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.

1 Reconciliation of total equity as at 31st March 2016 and 1st April 2015


31st March 2016 1st April 2015

Total equity (shareholder's funds) as per previous GAAP 223,215.80 189,891.49

Adjustments: -

Profit related to JV eliminated (2,038.11) 896.09

Impact of financial instruments at amortised cost Note i (20.32) (11.75)

Reversal of proposed dividend including tax Note ii 439.54 257.22


Note iii (104.93) (98.83)

FX gain or loss as per IND AS 21 on forigen branch assets (TCIL stand alone)

Note iv 215.52 167.46

FX gain on TCIL Oman 59.77 (49.53)

Elimination of Goodwill (3,058.07) (3,068.31)

Prior period adjustment in I GAAP 11.46 167.41

Dividend adjusted related to BHL and ICSIL 2,707.20 1,507.20

Reversal of provision for Dimunition in value of Investment 608.84 (543.92)

Adjustment related to TTL 2,615.48 245.89

Mislaneous (0.23) 6.04

Total adjustments 1,436.15 (525.03)

Total equity as per Ind AS 224,651.95 189,366.46

2 Reconciliation of total comprehensive income for the year ended 31st March 2016


31st March 2016

Profit after tax as per previous GAAP 32,175.21

Adjustments: -

Difference in Profit of JV eliminated (1,868.97)

Impact of financial instruments at amortised cost (20.32)


(6.13)

FX gain or loss booked on conversion of forigen branches into INR as per IND AS 21

48.09

Dividend adjusted related to BHL and ICSIL 2,707.20

Adjustment related to TTL 14.36

Exchange difference adjustment of OMAN 10.25

Provision for Dimunition in Value of Investment 64.91

Total adjustments 949.39

Total comprehensive income for the year ended 31st March 2016 33,124.60


224

i) Amortised cost instrument

Under the Indian GAAP, the receivables are not amortise if the same is receivable in installments. Under Ind AS, the said receivables are amortised as per IND AS 109, the adjustment of the same is adjusted made in finance cost, retained earning and in receivables

ii) Proposed dividend

Under the Indian GAAP, dividends proposed by the board of directors after the balance sheet date but before the approval of the financial statements were considered as adjusting events. Accordingly, provision for proposed dividend was recognised as a liability. Under Ind AS, such dividends are recognised when the same is approved by the shareholders in the General Meeting. Accordingly, the liability for proposed dividend of R 439.54 lakhs as at March 31, 2016 (April 01, 2015 – R 257.22 lakhs) included under provisions has been reversed with corresponding adjustment to retained earnings.

iii) Capitalisation of finance leases

-Under Indian GAAP Land taken by the Company on long lease was classified as operating lease. Under Ind AS the same is classified as finance lease. This adjustment has resulted in increase in the carrying value of property, plant and equipment on transition, increase in other financial liabilities, reduction in rental expense and increase in finance costs and amortisation of Land value.

iv) Foreign exchange gain/losses

Under Indian GAAP, Tangible and Intangible Assets of foreign branches translated at historical cost under Integrated Foreign Operation method, hence there is no foreign exchange gain or loss on translation of these assets. Under Ind As, all the assets and liabilities whether it is tangible and intangible asset are to be translated at closing rate on Balance sheet date instead of historical cost, the foreign currency gain or loss arising on same is treated through Other Comprehensive Income (OCI) and retained earnings.

These are the Notes referred to in Balance Sheet and For and on behalf of the Board of Directors

Statement of Profit & Loss For Hingorani M & Co. A.K. Gupta A.Seshagiri Rao Chartered Accountants Director (Finance) Chairman & Managing Director(Firm Regn. No. : 006772N) DIN 03564145 DIN 06364174



225

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 2017.

The preparation of financial statements of TELECOMMUNICATIONS CONSULTANTS INDIA LIMITED. for the year ended 31 March 2017 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 29th August 2017.

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 2017. 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: DelhiDate: 25-09-2017

(P.K.Tiwari)Director General of Audit(P&T)


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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 2017.

The preparation of consolidated financial statements of TELECOMMUNICATIONS CONSULTANTS INDIA LIMITED for the year ended 31 March 2017 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 29th August 2017.

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 2017. We conducted a supplementary audit of the financial statements of Telecommunications Consultants India Ltd. and Tamilnadu Telecommunications Ltd. (TTL) but did not conduct supplementary audit of financial statements of TCIL-Bina Toll Road Limited, TCIL-Lakhnadone Toll Road Limited and Intelligent Communications Systems India Ltd. (ICSIL), 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: DelhiDate: 25.09.2017

(P.K.Tiwari)Director General of Audit(P&T)

Annual Report 2016-17 - tcil-india.com · Annua Report 2016-17 | Telecommunications Consultants...

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