PRABHAT TELECOMS (INDIA) LIMITEDThe country has been going through some very challenging times, with...

Dated: 22"d September, 2018

To, Department of Corporate Services, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001

Scrip Code: 540027

Sub: Annual Report under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir I Madam,

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are sending herewith the Annual Report of Prabhat Telecoms (India) Limited for the Financial year 2017-18 which was approved and adopted in the 11th Annual General Meeting held on 20th September, 2018. ·

Kindly take the same on record.

Thanking you.

PRABHAT TELECOMS (INDIA) LIMITED CIN: L72100MH2007PLC169551

Reg. Office: 402, Western Edge-I, Kanakia Spaces, Western Express Highway, Borivali (E), Mumbai - 400 066.

Tel.: +91 22 40676000 I Fax.: +91 22 40676042 I Website: www.prabhatgroup.net I Email: [email protected]

prabhat telecoms (india) limited

2017-18 ANNUAL REPORT

Prabhat Telecoms (India) Limited Annual Report

2017-18

PTIL Annual Report 2017-18 Page 1

TABLE OF CONTENTS

CORPORATE INFORMATION 03 CHAIRMAN’S MESSAGE 05 AWARDS 07 DIRECTOR’S REPORT 09 EXTRACT OF ANNUAL RETURN 23 SECRETARIAL AUDITOR’S REPORT 36 MANAGEMENT DISCUSSION AND ANALYSIS 40 STATUTORY AUDITOR’S REPORT ON STANDALONE FINANCIALS STATEMENTS 44 STANDALONE FINANCIALS STATEMENTS 54 STATUTORY AUDITOR’S REPORT ON CONSOLIDATED FINANCIALS STATEMENTS 72 CONSOLIDATED FINANCIALS STATEMENTS

79 NOTICE OF ANNUAL GENERAL MEETING 97


CORPORATE INFORMATON

BOARD OF DIRECTORS Mr. Vishwamani Matamani Tiwari Chairman & Managing Director Mr. Parag Rameshchandra Malde Whole Time Director & CFO Mr. Vaibhav Shastri Independent Director Mr. Alberto Agostino Zummo Independent Director Mr. Arvind Singh Non Executive Director Mrs. Dipti Suresh More Executive & Woman Director COMPANY SECRETARY AND COMPLIANCE OFFICER Mr. Lijo Mathew Varghese STATUTORY AUDITORS Mahesh C. Solanki & Co., Chartered Accountants INTERNAL AUDITORS Bharat J. Rughani & Co., Chartered Accountants SECRETARIAL AUDITORS Tariq Budgujar & Co., Practising Company Secretaries REGISTERED OFFICE 402, Western Edge I, Kanakia Spaces, Western Express Highway, Borivali (East), Mumbai 400066 Tel : +91 22-40676000 Email: [email protected] Website:www.prabhatgroup.net www.xccess.in FACTORY Prabhat House, H.No. 736/1, Indian Oil Compound, Mankoli Naka, Dapodi Village, Bhiwandi 421302 REGISTRAR & SHARE TRANSFER AGENTS Cameo Corporate Services Limited Subramanian building, No.1, Club House Road Chennai-600002 Tel: 044-28460390

ANNUAL GENERAL MEETING Date: 20th September, 2018 Time: 4.00 P.M. Venue: 402, Western Edge I, Kanakia Spaces, Western Express Highway, Borivali (East), Mumbai 400066


http://www.xccess.in/

Forward Looking Statement

In this Annual Report, we might have disclosed forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We cannot guarantee that these forward–looking statements will be realised, although we believe we have been prudent in our assumptions. The achievements of results are subject to risks, uncertainties, and even inaccurate assumptions. We undertake no obligation to publicly update any forward–looking statements, whether as a result of new information, future events or otherwise.


CHAIRMAN’S MESSAGE

Dear Members,

At Best Prabhat Group, We believe that success comes from relentless focus on shared vision, innovation and execution.

With a humble beginning from Network maintenance, we have evolved rapidly and today we are one of the prominent Telecom Company whom even competitors admire.

The country has been going through some very challenging times, with terrorism, Rupee devaluation, and new tax policy implementation and near recessionary economies causing much concern. Demonetarization is one of very heartbreaking step taken by Indian Government however we know that in future it will help our economy to curb on black money but there is still an elevated level of uncertainty for businesses in the aftermath of the GST implementation, BIS implementation and uncertain Government policies, etc. and the upcoming election year with the government to take some major policy decisions because of which the entire industrial growth had come in wait and watch mode.

In history of 20 years of Prabhat Telecoms India Limited (PTIL), for the very first time the Company has incurred losses. As you are aware loss and profit are two side of coin, I think it’s very difficult for any business house to keep the track record in profit for 20 constant years.

Loss teaches us and is a very important part of life, as it helps to curb much unnecessary cost. During this time team learns to manage many things in real manner.


This year company is also planning to migrate on Main Board of Bombay Stock Exchange Ltd, apart from the upgradation of Factory and automation in factory process , the company is in a process to sign many MOU’s which has to be implemented near future. The company is also planning to spread its wings in overseas market for many new products and is in a discussion with acquiring some overseas company to have global presence.

Apart from all this, being a first employee and sole founder member, I would like to state that this company has a robust team with full of enthusiasm, hopes and with a great vision. The team of Prabhat has a great capacity and capability to face challenges on the journey and to overcome the hurdles with flying colors to achieve great milestones.

This company has a very bright future and miles to go.

Lastly, I would like to say that we are highly and strongly committed for the growth of our team, our Shareholders, all associated vendors, our Bankers who had supported a lot during our hardship.

In this context I would like to say a line which had been told by a tree is –

“ Har roj Girte hai Patte mere,

Phir bhi Hawao se badalte nahi Rishte mere “

With warm wishes from the bottom of my Heart.

SD/-

Vishwamani M Tiwari Managing Director and Chairman Prabhat Group of Companies


AWARDS

• Awarded with Certificate of Excellence as Best SME in Telecom Sector by Navbharat SME

Business Excellence Award 2017


BOARD OF DIRECTOR’S REPORT

Dear Members, Your Directors are pleased to present the 11th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2018. The Management Discussion & Analysis is also incorporated into this Report. 1) FINANCIAL RESULTS: Summary of the Company’s financial performance for F.Y. 2017-2018 as compared to the previous financial year is given below: (Figures)

Particulars F.Y. 2017 – 2018 F.Y. 2016 – 2017 F.Y. 2017 – 2018 F.Y. 2016 – 2017

Standalone Standalone Consolidated Consolidated

Revenue from operations (Net)

2,77,51,03,255 2,87,06,50,651 2,91,35,87,947 3,01,34,69,968

Revenue from Other Income

3,99,01,993 50,20,360 3,99,01,993 50,20,360

Total Revenue 2,81,50,05,248 2,87,56,71,011 2,95,34,89,940 3,01,84,90,328

Profit/Loss before Depreciation & Interest

-15,58,48,172 14,70,45,244 -15,28,36,590 15,03,02,641

Depreciation & Amortization

89,32,697 2,09,56,639 90,51,844 2,10,34,672

Interest Cost 2,71,73,270 9,98,69,392 2,71,94,042 9,98,93,714

Extraordinary Items -2,43,56,656 62,10,000 -2,43,56,656 61,84,200

Profit/Loss After Depreciation & Interest & Extraordinary Items

-16,75,97,482 2,00,09,213 -16,47,25,820 2,31,90,055

Provision for Tax 45,13,928 54,45,332 48,63,580 57,98,995

Profit After Tax -17,21,11,410 1,45,63,881 -16,95,89,400 1,73,91,060

EPS -20.42 1.75 - 20.12 2.09


2) HIGHLIGHTS: During the year under review, your company has reported a Consolidated Turnover of Rs. 2,95,34,89,940 including other income. The Turnover of the Company has decreased because of stiff competition in the target markets and long duration taken for flow of working capital cycle in the telecom industry. The Company has incurred a loss in revenue due to recent changes in business environment and changes in tax regime. 3) SHARE CAPITAL:

The Paid Up Equity Capital as on March 31, 2018 was Rs.8,92,18,980/-. During the year under review, the Company has issued 6,07,098 equity shares on Preferential basis by converting the promoter’s unsecured loan. 4) TRANSFER TO RESERVE AND SURPLUS: There was no transfer to General Reserve and Surplus during the year ended March 31st, 2018. 5) NON ACCEPTANCE OF PUBLIC DEPOSITS: The Company has not accepted any public deposits as defined under Section 73 (1) of the Companies Act, 2013 during the Financial Year 2017-18. 6) DIVIDEND: With a view to strengthening the financial position of the company, your Board of Director’s have not recommended any dividend for the financial year 2017-18. 7) POLICIES ON DIRECTORS’ APPOINTMENT AND REMUNERATION: The policies of the Company on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is appended as Annexure A to this Report. 8) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: The company has not given any loans or guarantees covered under the provision of Section 186 of the Companies Act, 2013. There is no investment and guarantee made during the year. 9) DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES: Sr. No.

Name and address of the Company

CIN / GLN Holding/ Subsidiary / Associate

% of shareholding

1. Prabhat Telecoms Hong Kong Limited

- Subsidiary 100%

A separate statement containing the salient features of the financial statement of the said subsidiary in “Form AOC-1” which is annexed as Annexure B.


10) DIRECTORS’ RESPONSIBILITY STATEMENT: In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by management, your Director’s state that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2018 the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and

estimates were made so as to give a true and fair view of the State of affairs of the Company as on March 31st, 2018 and of the profit and loss of the Company for the year ended on that date.

3. Proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts of the Company have been prepared on going concern basis.

5. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS: The Board meets at regular intervals to discuss and decide on the company’s policies and strategy apart from other Board matters. During the Financial year 2017-2018, Board meetings were held 20 times as follows; 25.04.2017, 01.05.2017, 23.05.2017, 30.05.2017, 17.06.2017, 22.06.2017, 30.06.2017, 01.08.2017, 04.09.2017, 05.09.2017, 20.09.2017, 11.10.2017, 02.11.2017, 14.11.2017, 28.11.2017, 06.12.2017, 05.01.2018, 22.01.2018, 01.02.2018, 24.02.2018.

12) BOARD COMMITTEES: Your company has formed following Committees of the Board in accordance with Companies Act, 2013: Audit Committee

The Audit Committee comprises Mr. Vaibhav Shastri as Chairman, Mr. Arvind Singh and Mr. Vishwamani Tiwari as the members. The Committee is assigned role, powers and responsibilities as provided under Section 177 of the Companies Act, 2013. Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Mr. Vaibhav Shastri as Chairman, Mr. Arvind Singh and Mr. Alberto Zummo as the members. The Committee is formed for the purpose of recommending the Nomination and Remuneration and evaluation of the Directors’ performance.


13) POSTAL BALLOT: There were no postal ballot conducted during the year 2017-18. 14) CORPORATE SOCIAL RESPONSIBILITY [CSR]: The provisions of the CSR expenditure and Composition of Committee, as provided in the Section 135 of the Companies Act, 2013, are not applicable to the company. 15) STATUTORY AUDITORS: M/s. Mahesh C. Solanki & Co. (FRN: 06228C), Chartered Accountants, were appointed as Statutory Auditors from the conclusion of the 10th Annual General Meeting till the conclusion of 15th Annual General Meeting of the company subject to ratification at every AGM during the continuation of their tenure. 16) INTERNAL AUDITORS: During the year, Company has appointed M/s. Bharat J. Rughani & Co. as an Internal Auditor for the Financial Year 2017-18 to conduct Internal Audit on such terms and conditions as decided mutually. 17) AUDITORS REPORT: The Observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments under Section 134(3) of the Companies Act, 2013. 18) COMMENTS ON AUDITORS’ REPORT: There is a qualified Opinion made by M/s. Mahesh C. Solanki & Co., Statutory Auditors, in their Audit Report. The reply of the management is as below: The management is of the view that the qualification made by the auditor has no implications on earning capacity or profitability of the Company. The qualifications are procedural in nature and which are the internal procedure / matter and can be managed. External Confirmation of Balances of sundry debtors and creditors are in process and management is assured of the amount stated in books are actually receivable and payable. Therefore, no provision is required on account of non confirmations as Management is quite confident that all the debtors/creditors are considered good and do not require any provision. 19) INTERNAL CONTROL AND ITS ADEQUACY: The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The Company’s internal financial control system also comprises due compliances with Company’s policies and Standard Operating Procedures (SOPs) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from Independent Internal Auditors of the Company.


20) PREVENTION OF INSIDER TRADING: The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code. 21) EXTRACT OF ANNUAL RETURN: Pursuant to the requirements under Section 92(3) read with Rule 12(1) of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure C. 22) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT There have been no material changes occurred subsequent to the close of the financial year of the company to which the balance sheet relates and the date of the report. 23) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE. There has been no material order passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future. 24) RISK MANAGEMENT AND INTERNAL CONTROLS: The Company has the risk management and internal control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report. 25) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION: Conservation of Energy The company has taken various in –house measures to conserve the electricity and energy.

Technology Absorption

Technology absorption and innovation is a continuous process in the company.


Foreign Exchange:

There was no Foreign Exchange Transaction during the year. 26) POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE: The company has framed policy and Constitute Internal Committees for Redressal of Sexual Harassment in accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2017-18, no cases in the nature of sexual harassment were reported at any workplace of the company. 27) DIRECTORS: A. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL: Mr. Anand Khemani, Independent Director tendered his resignation on 01st August, 2017. Mr. Parag Malde, Whole Time Director was appointed as Chief Financial Officer w.e.f. 01st February, 2018. Mr. Alberto Zummo, was appointed as Independent Director w.e.f. 24th February, 2018 Except as above, there was no other change that took place in the positions of directors and KMP’s in the Company. B.DECLARATION BY INDEPENDENT DIRECTOR: The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6). C. FORMAL ANNUAL EVALUATION: The Nomination & Remuneration Committee (hereinafter known as ‘NRC’) had formulated policy (approved by the board) on performance evaluation of the whole board, its committees, individual directors and KMP’s. As per the Policy, performance evaluation of:

• Independent directors has been done by the whole board excluding the director being evaluated and submit its report to NRC;

• Non-Independent directors including chairman has been done by independent directors and submit its report to NRC;

• Committees of the board and KMP’s have been done by the board of directors and submit its report to NRC.

NRC reviews the reports of the Independent Directors and Board and accordingly, recommends the appointment/re-appointment/continuation of Directors to the Board. Based on the recommendation of NRC, Board will take the appropriate action.


28) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The Related Party Transactions are stated in the “Annexure D” annexed to this report. 29) SECRETARIAL AUDIT REPORT: The Board has appointed Tariq Budgujar & Co., Practicing Company Secretaries as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditor is annexed to the Report as per Annexure E. 30) VIGIL MECHANISM / WHISTLE BLOWER POLICY: The Company has established vigil mechanism for directors and employees to report genuine concerns of fraud & misconduct in the company and the vigil policy is uploaded on the website of the company www.prabhatgroup.net. 31) MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report in Annexure F for the year ended March 31st, 2018. 32) OTHER DETAILS:

• No Change in the nature of the business of the company during the year;

• No change of the name of the company during the year; 33) ACKNOWLEDGEMENT: The Board of Directors wishes to express sincere thanks to Members, Bankers, Clients, Financial Institutions, Customers, Suppliers and Employees of Companies for extending support during the year. Your Directors express their deep sense of appreciation towards all the employees and staff of the company and wish the management all the best for achieving greater heights in the future. For and On behalf of the Board PRABHAT TELECOMS (INDIA) LIMITED SD/- Mr. Vishwamani Tiwari Chairman & Managing Director DIN: 01932624 Date: 6th June, 2018 Place: Mumbai


http://www.prabhatgroup.net/

ANNEXURE A

Remuneration Policy

1. Purpose:

1.1 Section 178(3) of the Companies Act, 2013 and Regulation19 (4) read with Schedule II Part D (A) (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires every Nomination and Remuneration Committee (N&RC) to devise a Policy on remuneration of Directors, Key Managerial Personnel and other employees.

1.2 The N&RC is responsible for recommending to the Board, a Policy relating to the remuneration of Directors, Key Managerial Personnel and other employees.

2. Overview:

2.1 Nomination and Remuneration Committee has laid down this Policy to ensure compliance with Section 178 (4) which states that:

2.1.1 the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully;

2.1.2 relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

2.1.3 remuneration to Whole-time Directors, Key Managerial Personnel and Senior Management Personnel involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

3. Company Philosophy:

3.1 Prabhat’s compensation philosophy is based on three primary factors:

3.1.1 Being competitive with peer-group companies both within and outside of health care with financial performance similar to Prabhat

3.1.2 Making individual performance the primary driver of total pay

3.1.3 Linking pay to achievement of Prabhat’s business goals

3.2 Simply stated, Prabhat’s compensation is intended to compare favorably with the pay programs of other leading health care companies as well as other high-performing companies outside of the health care arena that have a similar size, scope and financial performance to Prabhat and operate in markets where we compete for talent.

3.3 While employees are paid based on their skills and levels of performance, employee pay at Prabhat is, on average, targeted to be competitive at the median pay of other leading companies.


3.4 Prabhat is dedicated to providing a solid foundation of employee benefits that will allow employees to meet their personal and family needs. We recognize the importance of financial security for things that matter most to the employee and their family. Our benefits philosophy is based on three primary core values:

3.4.1 Prabhat cares and is concerned for the health, welfare and financial well-being of its employees,

3.4.2 Prabhat has established competitive benefits as part of the Total Rewards offered to its employees,

3.4.3 Prabhat has developed standards for effective management of employee benefit programs.

3.5 Prabhat is committed to offering comprehensive and competitive benefit packages designed to meet the changing needs of our employees and our diverse businesses.

4. Definitions:

4.1 Act means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.

4.2 Key Managerial Personnel means

Chief Executive Officer or the Managing Director or the Manager; Company Secretary;

Whole-time Director;

Chief Financial Officer; and

Such other officer as may be prescribed under the Act.

4.3 Senior Management means personnel of the company who are members of its core management team, excluding the Board of Directors, comprising all members of management one level below the Executive Directors including the functional heads.

4.4 Other Employees means all other employees of Prabhat Telecoms India Limited but do not include employees who have signed collective or union agreements or on contractual basis.

5. Remuneration for Non-Executive Directors (Independent & Non- Independent Directors):

5.1 Sitting Fees

5.1.1 Non-Executive Directors (NEDs) (other than those employed with any Prabhat group company) will be paid sitting fees for attending each meeting of the Board and its Committees as determined by the Board from time to time in accordance with the provisions of the Act.

5.1.2 Quantum of sitting fees may be subject to review on a periodic basis, as and when required subject to the applicable statutory provisions of the Companies Act, 2013, as amended from time to time.


5.2 Reimbursement of reasonable expenses

5.2.1 The Company may pay or reimburse to the NEDs such expenditure as may have been incurred by them for attending the Board/Committee meetings. This may include reimbursement of expenditure incurred by them for accommodation, travel and any out of pocket expenses for attending Board / Committee meetings, general meetings, court convened meetings, meetings with shareholders / creditors / management, site visits, induction and training (organized by the Company for Directors)

5.2.2 In the case of Independent Directors the Company may pay / reimburse any expenses incurred (subject to reasonable limits) by the Independent Director for professional advice from Independent advisors in the furtherance of their duties as Independent Directors.

5.3 Stock Options

5.3.1 Independent Directors shall not be entitled to any stock options of the Company.

5.4 Insurance policy for Non- Executive Directors

5.4.1 Where any insurance is taken by the Company on behalf of its NEDs, for indemnifying them against any statutory liability, the premium paid on such insurance would not constitute part of their remuneration.

6. Remuneration for Managing Director (“MD”), Executive Directors (“ED”)

6.1 The remuneration to MD / ED and any change thereof shall be approved by the Board on the recommendation of the Committee subject to approval by the shareholders of the Company within the limits prescribed under the Act and Central Government approval wherever required.

6.2 Fixed remuneration is payable by way of salary, perquisites and allowances. The Committee shall recommend to the Board, annual increments in salary effective 1st April each year.

6.3 Apart from the fixed remuneration, there is a variable component of a performance linked bonus / Commission which is payable on an annual basis. The amount of performance bonus / commission shall be determined by the Board based on the recommendation of the Committee and in alignment with Company policy. There can be components of one-time incentive or special incentives basis his agreed compensation structure with the host countries in case of expatriates. The same will be as recommended by the Committee and approved by the Board of Directors.

6.4 The Company shall provide retirement benefits as per statutory requirements. Additionally there may be certain other retirement benefits that may be provided to MD / ED such as pension, gratuity, superannuation etc.

7. Minimum Remuneration:

7.1 If in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its MD & EDs in accordance with the provisions of Schedule V of the Act.


8. Provisions for excess remuneration:

8.1 If MD / ED draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

9. Key Managerial Personnel (“KMP”), Senior Management and Other Employees

9.1 Base Salary

9.1.1 Salaries to KMP, Senior Management and other employees are decided basis the level of responsibility and individual performance. Base pay structure would depend upon:

Position evaluations

Periodic surveys of appropriate comparison companies

Salary ranges which reflect job worth based on competitive comparisons

9.2 Bonus, Perquisites, Allowances and Benefits

9.2.1 In addition to the fixed salary, certain perquisites, allowances and benefits are provided to the KMPs, Senior Management and other employees

9.2.2 The Company currently provides all employees with social security in terms of insurance towards hospitalization (Mediclaim insurance) accidental death and dismemberment (personal accident insurance).

9.2.3 The Company provides retirement benefits as per statutory requirements.

9.2.4 The Company provides a performance linked cash bonus to all employees based on performance of the Company in general and the individual’s performance for the relevant financial year measured against specific key result areas, which are aligned to the Company’s objectives and policies.

10. Merit Pay

10.1 The common effective date for merit pay increase is on April 1st of the calendar year. Merit pay is intended to focus solely on individual performance against goals and expectations determined for an individual during the Performance Excellence review process.

11. Policy implementation

11.1 The Nomination and Remuneration Committee (“N&RC”) is responsible for recommending this Remuneration Policy to the Board.


11.2 The Board is responsible for approving and overseeing implementation of this Policy (with the support of the N&RC).

12. Review of this Policy

12.1 This Policy shall be subject to review by the Committee at such intervals as may be deemed necessary. Changes (if any) recommended by the Committee shall be placed before the Board for its approval.


ANNEXURE B

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 ventures

Part “A”: Subsidiaries Sl. No. Particulars Details

1. Name of the subsidiary Prabhat Telecoms Hong Kong Limited

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

01st April, 2017 to 31st March, 2018

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

Hong Kong Dollar

1 HKD = 8.2905 INR as on 31st March, 2018

4. Share capital HK$ 1

5. Reserves & surplus HK$ 8,74,319

6. Total assets HK$ 1,54,86,353

7. Total Liabilities HK$ 1,46,12,033

8. Investments -

9. Turnover HK$ 1,66,92,545

10. Profit before taxation HK$ 3,40,621

11. Provision for taxation HK$ (36,202)

12. Profit after taxation HK$ 3,40,419

13. Proposed Dividend -

14. % of shareholding 100%


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 NA NA NA

1. Latest audited Balance Sheet Date NA NA NA

NA NA NA

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

NA NA NA

No. NA NA NA

Amount of Investment in Associates/Joint Venture NA NA NA

Extend of Holding% NA NA NA

NA NA NA

3. Description of how there is significant influence NA NA NA

NA NA NA

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

NA NA NA

NA NA NA

5. Net worth attributable to shareholding as per latest audited Balance Sheet

NA NA NA

NA NA NA

6. Profit/Loss for the year NA NA NA

i. Considered in Consolidation NA NA NA

ii. Not Considered in Consolidation NA NA NA

Note: This Form is to be certified in the same manner in which the Balance Sheet is to be certified.


ANNEXURE C

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2018

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

1. REGISTRATION AND OTHER DETAILS: CIN L72100MH2007PLC169551

Registration Date 02/04/2007

Name of the Company Prabhat Telecoms (India) Limited

Category / Sub-Category of the Company Company Limited by Shares,

Indian Non-Government Company

Address of the Registered Office and

contact details

Unit no. 402, Western Edge 1, Kanakia Express, Western Express Highway, Borivali (East), Mumbai - 400066

Contact No. 022 40676000

Whether listed company Listed

Name, address and contact details of

Registrar and Transfer Agent, if any

Cameo Corporate Services Ltd

#1 Club House Road, Chennai 600 002

044 – 28460390

2. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY : All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

SL. No.

Name and Description of main

Products / Services

NIC Code of the Product/Service

% to total turnover of the Company

1 Manufacture of pagers, cellular phones and other mobile communication equipment

26305 100.00


3. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES : SL. No.

Name and address of the Company

CIN / GLN Holding/ Subsidiary / Associate

% of shares

held

Applicable

Section

1 Prabhat Telecoms Hong Kong Limited

- Subsidiary 100% 2(87)

2 Prabhatech Global Electronics Private

Limited*

U32302MH2018PTC309377

Subsidiary 100% 2(87)

* Prabhatech Global Electronics Private Limited was incorporated on 14.05.2018 hence not forming a part of consolidated financial statements.

4. 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 % of Change

during

the year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters

1)Indian

a) Individual / HUF

54,05,450

- 54,05,450 65.01 57,06,218 - 57,06,218

63.96 3.37

b) Central Govt. - - - - - - - - -

c) State Govt.(s) - - - - - - - - -

d) Bodies Corporate

2,22,600

- 2,226,00 2.68 5,55,930 - 5,55,930 6.23 3.74

e) Banks / FI - - - - - - - - -

f) Any Other…. - - - - - - - - -

Sub-Total (A)(1): 56,28,250

- 56,28,250 67.69 62,62,148 - 62,62,148

70.19 7.11

(2) Foreign

a) NRIs - Individuals

- - - - - - - - -


b) Other – Individuals

- - - - - - - - -

c) Bodies Corporate

- - - - - - - - -

d) Banks / FI - - - - - - - - -

e) Any Other…. - - - - - - - - -

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

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

56,28,050 - 56,28,050 67.69 62,62,148 - 62,62,148 70.19 7.11

B. Public Shareholding

- - - - - - - - -

(1) Institutions - - - - - - - - -

a) Mutual Funds / UTI

- - - - - - - - -

b) Banks / FI - - - - - - - - -

c) Central Govt. - - - - - - - - -

d) State Govt.(s) - - - - - - - - -

e) Venture Capital Funds

- - - - - - - - -

f) Insurance Companies

- - - - - - - - -

g) FIIs - - - - 9,000 - 9,000 0.10 0.10

h) Foreign Venture Capital Funds

- - - - - - - - -

i) Others (specify) - - - - - - - - -

Sub-Total (B)(1): - - - - 9000 - 9000 0.10 0.10

(2) Non- Institutions

- - - - - - - - -

a) Bodies Corporate

- - - - - - - - -


i) Indian 6,06,400 - 6,06,400 7.29 15,03,171 - 15,03,171 16.85 10.05

ii) Overseas - - - - - - - - -

b) Individual - - - - - - - - -

i) Individual Shareholders holding nominal share capital upto Rs. 1 Lakh

4,86,100

- 4,86,100 5.85 3,18,629 - 3,18,629 3.57 -1.88

ii) Individual Shareholders holding nominal share capital in excess of Rs. 1 Lakh

15,94,250 - 15,94,250 19.17 8,19,950 - 8,19,950 9.19 -8.68

c) Other ( Specify) - - - - - - - - -

Sub-Total (B)(2): 26,86,750 - 26,86,750 32.31 26,50,750 - 26,50,750 29.74 -0.40

Total Public Shareholding (B)= (B)(1) +(B)(2)

26,86,750 - 26,86,750 32.31 26,50,750 - 26,50,750 29.74 -0.40

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total

(A+B+C)

83,14,800 - 83,14,800 100.00 89,21,898 - 89,21,898 100.00 6.80

ii. Shareholding of Promoters Shareholders Name

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% of Change in share holding

during

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

Mr. Vishwamani Tiwari

51,97,100 62.50 -

54,64,538 61.25 -

2.99


Mrs. Prabha Tiwari

- - - 33,330 0.37 - 0.37

Mr. Dharamraj Tiwari

1,02,000 1.23 - 1,02,000 1.14 - -

Mrs. Gouri Kutty 1,00,300 1.21 - 1,00,300 1.12 - -

Mr. Chandramani Tiwari

6,050 0.07 - 6,050 0.07 - -

M/s Vee Three Informatics Limited

2,22,600 2.68 - 5,55,930 6.23 - 3.73

Total 56,28,050 67.69 - 62,62,148 70.19 - -

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

of the year Cumulative Shareholding during the year

For Each Top 10 Share Holders No. of Shares

% of total shares of

the Company

No. of

Shares

% of total shares of

the Company

Vishwamani Tiwari

At the beginning of the year 51,97,100 62.50 51,97,100 62.50

Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g.

allotment/transfer/bonus/sweat equity etc):

1.) 24,000 shares – 15.06.2017

2.) 3000 shares – 12.10.2017

3.) Preferential Allotment 2,40,438 on 20.01.2018

- -

At the end of the year 54,64,538 61.24 54,64,538 61.24

Vee Three Informatics Ltd.

At the beginning of the year 2,22,600 2.67 2,22,600 2.67

Date wise Increase/Decrease in Preferential - -


Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g.

allotment/transfer/bonus/sweat equity etc):

Allotment on 20.01.2018 - 333330 shares

At the end of the year 5,55,930 6.23 5,55,930 6.23

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders

of GDRs and ADRs): For Each of the Top 10 Shareholders

Shareholding at the beginning

of the year

Change in Shareholding (No. of Shares)

Shareholding at the end

of the year

No. of shares % of total

shares of the

Company

Increase/ (Decrease) in shareholding

Reason No. of shares

% of total

shares of the

Company

Sherwood Securities Private Limited

- - 2,82,000

NA 2,82,000

2.98

Newedge Vinimay Private Limited

- - 2,55,000 2.69 2,55,000 2.69

SSJ Finance & Securities Pvt. Ltd

36000 0.43% 6,000

0.07 42,000

0.44

Arihant Multi Commercial Limited

- - 1,91,500

2.02

1,91,500

2.02

Sun Finlease (Gujarat) Ltd

- - 91,500

0.96 91,500

0.96

Unicon Tie Up Private Limited

-

- 76,500

0.81 76,500

0.81

Merit Credit Corporation Limited

- - 75,000

0.79 75,000

0.79

Basant Marketing Limited

- - 70,500

0.74 70,500

0.74

Marwadi Shares & Finance Limited

- - 69,000

0.72 69,000

0.72


DBFS Finance & Leasing( India) Limited

88,000 1.05 26,500 0.31 61,500 0.65

v. Shareholding of Directors and Key Managerial Personnel SN Shareholding of each Directors and each

Key Managerial Personnel 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:

Directors and KMP:

1 Mr. Vishwamani Matamani Tiwari 51,97,100 62.50 51,97,100 62.50

2 Mr. Parag Rameshchandra Malde 2,26,250 2.72 2,26,250 2.72

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

2,67,438

1,000

0.93

0.32

2,67,438

1,000

0.93

0.32

At the end of the year:

Directors and KMP:

1 Mr. Vishwamani Matamani Tiwari 54,64,538 63.43 54,64,538 63.43

2 Mr. Parag Rameshchandra Malde 2,27,250 2.40 2,27,250 2.40


5. INDEBETEDNESS : Indebtedness of the Company including interest outstanding/accrued but not due for payment as on 31st March, 2018:

Secured Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year

i. Principal Amount 69,91,18,805 - - 69,91,18,805

ii. Interest due but not paid - - - -

iii. Interest accrued but not due - - - -

Total ( i+ ii+ iii) 69,91,18,805 - - 69,91,18,805

Change in Indebtedness during the financial year

Addition 18,06,34,205 - - 18,06,34,205

Reduction - - - -

Net Change 18,06,34,205 - - 18,06,34,205

Indebtedness at the end of the financial year

i.Principal Amount 87,97,53,010 - - 87,97,53,010

ii. Interest due but not paid - - - -

iii. Interest accrued but not due - - - -

Total ( i+ ii+ iii) 87,97,53,010 - - 87,97,53,010

6. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Sr. No

Particulars of Remuneration Mr. Vishwamani Tiwari (MD)

Mr. Parag Malde (WTD)

Total Amount

1. Gross Salary 18,00,000 6,00,000 24,00,000


(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961

- -

(b) Value of perquisites under Section 17(2) Income Tax Act, 1961

- -

(c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961

- -

2 Stock Options - -

3 Sweat Equity - -

4 Commission - -

- as % of profit - -

- others, specify…. - -

5 Others, please specify - -

Total (A) 18,00,000 6,00,000 24,00,000

Other Ceiling as per Act

B. Remuneration to other Directors:

Sr. No

Particulars of Remuneration Name of Director

Name of Director Total Amount

1. Independent Director Mr. Vaibhav Shastri

Mr. Alberto Zummo

-Fee for attending Board/Committee

Meetings-

- - -

Commission - - -

- Others, please specify - - -

Total (1) - - -

2 Other Executive Directors Ms. Dipti More Mr. Arvind Singh


Gross Salary 4,36,800 - 4,36,800

-Fee for attending Board/Committee

Meetings

- - -

Commission - - -

- Others, please specify - - -

Total (2) - - -

Total B= 1+2 - - -

Total Managerial Remuneration

4,36,800 - 4,36,800

Other Ceiling as per Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN

MD/MANAGER/WTD

Sr. No.

Particulars of Remuneration Key Managerial Personnel

Mr. Lijo Varghese (Company Secretary)

Mr. Parag Malde (CFO)

Total

1. Gross Salary 5,40,000 - 5,40,000

(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961

- - -

(b) Value of perquisites under Section 17(2) Income Tax Act, 1961

- - -

(c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961

- - -

2 Stock Options - - -

3 Sweat Equity - - -


4 Commission - - -

- as % of profit - - -

- Others, specify…. - - -

5 Others, please specify - - -

Total 5,40,000 - 5,40,000

7. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES: NIL


ANNEXURE D

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the 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 arm’s length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis. SL. No. Particulars Details

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

N/A

b) Nature of contracts/arrangements/transaction N/A

c) Duration of the contracts/arrangements/transaction N/A

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

N/A

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

N/A

f) Date 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 contracts or arrangements or transactions at Arm’s length basis.

SL. No. Particulars Details


Prabhat Enterprises

b) Nature of contracts/arrangements/transaction Service centre charges



N/A


e) Date of approval by the Board 30th March, 2017

f) Amount paid, if any Rs. 83,83,744



Vee Three Informatics Ltd.

b) Nature of contracts/arrangements/transaction Sales



N/A

e) Date of approval by the Board 02nd Feb, 2018

f) Amount paid, if any Rs. 10,00,69,116



Prabha V. Tiwari

b) Nature of contracts/arrangements/transaction Sale of Assets



N/A

e) Date of approval by the Board 30th June, 2017

f) Amount paid, if any Rs. 2,96,647

For and On behalf of the Board PRABHAT TELECOMS (INDIA) LIMITED Sd/- Mr. Vishwamani Tiwari Chairman & Managing Director DIN: 01932624

Date: 6th June, 2018 Place: Mumbai


ANNEXURE E

Form No. MR-3

SECRETARIAL AUDIT REPORT [Pursuant to section 204(1) of the Companies Act, 2013 and rule no. 9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014]

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018 To The Members, Prabhat Telecoms (India) Limited Unit No. 402, Western Edge I, Kanakia Spaces, Western Express Highway, Borivali (East) Mumbai -400066 We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practices byPrabhat Telecoms (India) Limited (hereinafter called “the Company”).The 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 Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018,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: 1. We have examined the books, papers, minute books, forms and returns filed and other records

maintained by Prabhat Telecoms (India) Limited (“the Company”) for the financial year ended on 31st March, 2018 as given in the Annexure I, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under to the extent

applicable; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to

the extent of Foreign Direct Investment and Overseas Direct Investment; (Not Applicable to the Company during the Audit Period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-


(i) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011;

(ii) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(iii) The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009;

(iv) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(v) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008;

(vi) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

(vii) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

(viii)The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998;

2. We further report that, having regard to the compliance system prevailing in the Company and on

examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with other Acts, Laws and Regulations applicable specifically to the Company as per the list given in Annexure II.

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India under the provisions of Companies Act, 2013; and

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (“Listing Regulations”); During the financial year under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observation.,

1. The Company has not updated website of the Company. We further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors for the financial year under review.


The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members' views, if any, are captured and recorded as part of the minutes.

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. NOTE-This Report is to be read with our letter of even date which is annexed as Appendix A and forms an integral part of this report.)

For TARIQ BUDGUJAR & CO COMPANY SECRETARIES

Place: Mumbai Date: May 30, 2018

SD/-

TARIQ BUDGUJAR PROPRIETOR ACS No.:47471 COP No.: 17462


APPENDIX -A

To The Members, Prabhat Telecoms (India) Limited Unit No. 402, Western Edge I, Kanakia Spaces, Western Express Highway, Borivali (East) Mumbai -400066 Our report of even date is to be read along with this letter. 1. The maintenance of the secretarial records is the responsibility of the management of the Company. My Responsibility is to express an opinion on these secretarial records based on my 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 check basis to ensure that the correct facts are reflected in the secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for my opinion. 3. We have not verified the correctness and appropriateness of the financial records and books of accounts of the Company. 4. Wherever required, we have obtained the Management Representations about the compliance of laws, rules and regulations and occurrence of events etc. 5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards are the responsibility of the management. Our examination was limited to the verification of procedures on testcheck basis. 6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For TARIQ BUDGUJAR & CO

COMPANY SECRETARIES Place: Mumbai Date: May 30, 2018

SD/-

TARIQ BUDGUJAR PROPRIETOR ACS No.:47471 COP No.: 17462


ANNEXURE F

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

OVERVIEW:

India is currently the world’s second-largest telecommunications market and has registered strong growth in the past decade and half. According to sources in the telecommunication industry in India, there are more than 1,200 million telecom and mobile subscribers in India by 2018. As handsets and call rates continue becoming lower, the market share of telecom companies in India is likely to keep growing owing to growing population and globalization. The Indian mobile economy is growing rapidly and will contribute substantially to India’s Gross Domestic Product (GDP), according to report prepared by GSM Association (GSMA) in collaboration with the Boston Consulting Group (BCG).

The liberal and reformist policies of the Government of India have been instrumental along with strong consumer demand in the rapid growth in the Indian telecom sector. The government has enabled easy market access to telecom equipment and a fair and proactive regulatory framework that has ensured availability of telecom services to consumer at affordable prices. The deregulation of Foreign Direct Investment (FDI) norms has made the sector one of the fastest growing and a top five employment opportunity generator in the country.

The best Telecom brands are invested heavily in expanding their market share of telecom companies in India by broadening their coverage areas and using highly effective marketing strategies. Also, since the introduction of 4G network in India, the consumers of the best telecom companies in India can access hi-speed connectivity and connect faster to the virtual world across the globe. The upcoming telecom companies in India will further add more competitiveness to one of the largest telecom markets in the world.

The number of telephone subscribers in India increased from 1,179.83 million at the end of February 2018 to 1,206.22 million at the end of March 2018, thereby showing a monthly growth rate of 2.24 %, the report said. The overall tele-density in the country reached to 92.84 with the urban tele-density of 165.90 and rural tele-density at 59.05 at the end of March, 2018. The Indian telecom industry's subscriber base had for the first time breached the 1.2 billion mark in May 2017 but slipped below it in November 2017.

COMPANY OUTLOOK:

Prabhat was established in 1997 as a telecom technical support company by the name Prabhat Enterprises. In 2004, Prabhat ventured in Sales and Distribution as Prabhat Telecoms (I) Ltd. and further extended its arms into manufacture and assembly of the brand "Xccess & V3 Mobiles".

Every Prabhat Group company operates independently. Each of these companies has its own directors and shareholders, to whom it is answerable. The major Prabhat companies are Prabhat Telecoms (India) Limited & Vee Three Informatics Limited.


Prabhat Telecoms (India) Limited, a Company engaged into design, assemble, and customize import and distribution of mobile handsets, wireless dongles / data-cards, data products and mobile / telecom accessories. We sell mobiles and internet data cards & smart phones / tablets, fixed wireless terminal and high end telecom devices under brand name “Xccess”. We sell our product to chain of distributors PAN India through distribution channel tie-ups with the operator.

The company has started to design, assemble and manufacture the telecom product under its own in-house brand in 2011. The company started to design and assemble the telecom devices like CDMA Mobile Handsets, CDMA Data Cards, FWT, Wi-Fi Routers, accessories etc under its own brand. The GSM feature handsets are designed, assembled and distributed under the brand name “Xccess”. Similarly the data product and smart phone Fixed, wireless Terminal, Tablet and other high end telecom devices are designed, assembled and distributed under the brand “Xccess”. The company has recently launched its brand “Xccess” in online E-Commerce platforms which deal with Cosmetics, Books & Stationeries, Computer Accessories, Fashion Accessories, Gift items, Home Décor, House Hold products, Toys, Garments, Clothes, Car Accessories, Electrical Goods, Home Appliances and Travel Accessories.

This entire set of activities, completes the value chain by providing the synergy of backward as well as forward integration.

Our Company comprises of various divisions, each handling independently into Research & Development, Sales & Distribution and Multi-Branded Retail. The company is now dealing in a variety of telecom products and gadgets like mobile handsets, mobile accessories for hi-end phones, tabs, etc. The total revenue of Prabhat Group, taken together, was around Rs. 300 Crores in 2017-2018.

We steadily strive to remain at the forefront in terms of both design and technological advancement. Our Company is dedicated to deliver the latest in breath taking technologies to customers in the most quickest and extreme forms.

INDUSTRY STRUCTURE AND PRODUCT DEVELOPMENT:

Prabhat Group has been active in the efforts in skill development space and continues to contribute in a significant way. We value their work for the industry and seek their consistent collaboration by joining hands and aligning to the national skill qualification framework, Prabhat Group emphasizes on the need for skill development and employment opportunities for the country’s youth and work towards a common objective of making India skill capital of the world.

Product Development Cycle

The following diagram depicts our product development process:

Idea Generation

Product Screening Product

Conceptualizatio

Concept Testing

Business & Financial

Product Developme

Test Marketing

Commercial or Mass Launch


Product development is a process which converts a mere idea to final product; it not only covers the construction of physical product, but also involves important steps as Physical Product development, Testing of products, Usage testing, Branding and Packaging Design. SWOT: Strengths:

• Experienced Promoters and management team • Robust and extensive distribution channel • End to end setup- Manufacturing to distribution • Eye for innovation • Young & dynamic human resource • Quick adaptation to the change • Quality product which reduces service expenditure • Domain knowledge in dealing in telecom devices • Many OEM Vendors for Procurement of SKD Materials • Dominant Player in the Telecom Industry

Weaknesses:

• Dependence of Vendor & Customer requirements • Less Brand recognition • More or less “me too” product. • Greater Reliability on one type of product

Opportunities:

• Potential to introduce new devices with latest technologies through R&D • Ever increasing demand of Mobile Phones in India • Opportunities in the manufacturing sector with “Make in India” thrust by Government. • Increase in internet connectivity and robust electrification has created another set of consumers

from the bottom of the pyramid.

Threats: • Industry is prone to change in government policies • No Entry Barriers for foreign players to enter the Domestic Industry • Products are subject to exchange rate fluctuations.

RISKS AND CONCERNS: The Board of Directors have identified various elements of risks which in its opinion may threaten the existence of the Company and have formulated measures to contain and mitigate risks. The Company has adequate internal control systems and procedures to combat identified risks. The audit committee periodically reviews the risks which may potentially affect the company’s operations or performance.


HUMAN RESOURCE: The Industrial Relations scenario continued to be cordial. The Company regards its employees as a great asset and accords high priority to training and development of its employees. The Company recognizes that its human resource is its strength in realizing its goals and objectives. INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY: The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The Company’s internal financial control system also comprises due compliances with Company’s policies and Standard Operating Procedures (SOPs) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from Independent Internal Auditors of the Company. FINACIAL PERFORMANCE: The turnover of the company for the year ended 31st March, 2018 was Rs 291.35 Crores as against the previous year’s Turnover of Rs. 301.34 Crores. The profit/loss after taxation for the year under review was Rs.16.95 Crores as compared to profit of Rs.1.73 Crores for the preceding year. CAUTIONARY STATEMENT: Statements in the Management Discussions and Analysis Report in regard to projections, estimates and expectations may be “forward looking statement” within meaning of applicable securities laws and regulations. Many unforeseen factors may come into play and affect the actual results, which would be different from what directors envisage in terms of future performance and outlook. Market data and product information contained in this report have been based on information gathered from various sources published and un-published reports, and their accuracy, reliability and completeness cannot be assured.


INDEPENDENT AUDITOR’S REPORT

To the Members of PRABHAT TELECOMS (INDIA) LIMITED

Report on the Standalone Financial Statements We have audited the accompanying standalone financial statements of Prabhat Telecoms (India) Limited (“the Company”) which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements 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 financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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 financial statements are free from material misstatement.


An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls.

An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion

The closing balances of sundry debtors, advances and sundry creditors whether in debit or in credit are subject to confirmation, reconciliation and adjustment, if any, in the books of accounts. Impact on profit/loss, if any could not be ascertained. Therefore, no provision is been made in respect of above stated items.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above, the aforesaid standalone financial statements give the information required by the act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018.

Emphasis of Matter

We draw attention to the following that statutory dues amounting to Rs. 51,16,745 is unpaid till date. Company has not provided provision for interest on loan account of banks amounting to Rs. 8,48,53,374 due to classification of loans accounts as Non – Performing Asset (NPA) by Banks. Management is of the opinion that they are in negotiation with Banks for the revival plan of loan account, therefore had not provided for provision of interest amount.

Our Opinion is not qualified in respect of above mentioned matters.


Other Matter

The financial statements of the Company for the year ended 31st March 2017, were audited by another auditor whose report dated 30th May 2017 expressed an unmodified opinion on those statements as on 31st March 2017.

Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order. 2. 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 purpose 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;

c) the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014 and the Companies (Accounting Standards) Amendment Rules, 2016;

e) On the basis of written representations received from the directors as on March 31, 2018

taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

f) 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 B”. Our report expresses qualified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.


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

i. The Company does not have any pending litigations which would impact its financial position.

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

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

For Mahesh C. Solanki & Co.

Chartered Accountants

ICAI Firm Reg. No. – 006228C

CA. Jagdish Rathi

Partner

M. No. – 039303

Place: Mumbai

Date : 6th June, 2018


“Annexure A” to Independent Auditors’ Report referred to in Paragraph 1 under the heading of “Report on other legal and regulatory requirements” of our report of even date.

1) In respect of its fixed assets : a) The Company has maintained proper records showing full particulars including

quantitative details and situation of fixed assets on the basis of available information. b) c) As explained to us, all the fixed assets have been physically verified by the

management in a phased periodical manner designed to cover all the items over a period of three years having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

d) In our opinion and according to the information and explanations given to us, title deeds of immovable properties are held in the name of the Company.

2) As explained to us, physical verification of the inventories (excluding stock with third parties) have been conducted at reasonable intervals by the management having regard to the size of the Company and nature of its inventories. The discrepancies noticed on physical verification of inventory as compared to books records were not material. We were not able to physically verify the closing inventory of the company and information pertaining to closing inventory is solely based upon the working provided by management.

3) The Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Consequently, the requirement of clause (iii) (a) to clause (iii) (c) of paragraph 3 of the Order is not applicable to the Company.

4) In our opinion and according to the information and explanation given to us, there are no loans, investments, guarantees, and securities given in respect of which provisions of section 185 and 186 of the Act are applicable and hence not commented upon.

5) According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Therefore, the clause (v) of paragraph 3 of the Order is not applicable to the Company.

6) To the best of our knowledge and explanations given to us, the maintenance of cost records had not been specified by the Central Government under Section 148(1) of the Companies Act, 2013 for the business activities carried out by the Company. Thus reporting under Clause 3(vi) of the order is not applicable to the Company.


7) In respect of Statutory dues :

a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, except for dues in respect of income tax, sales tax, value added tax and professional tax, the Company is regular in depositing undisputed statutory dues, including duty of customs, duty of excise, cess and other material statutory dues, as applicable with the appropriate authorities. The extent of the arrears of statutory dues outstanding as at March 31,2018 for a period of more than six months from date they become payable are as follows:

Nature of dues Amount Period to which it relates

Value Added Tax 39,51,535 June, 2017 Central Sales Tax 5,65,795 June, 2017

Income Tax 1,76,02,019 Previous A.Y. b) According to the information and explanations given to us and the records of the

Company examined by us, details of dues of income tax, sales tax, value added tax, which have not been deposited as at March 31,2018 on account of dispute are given below:

Nature of the Statute

Nature of dues

Forum where dispute is pending

Period to which the

amount relates

Amount Disputed

The Income Tax Act, 1961 Income Tax CIT Appeals

A.Y. 2012-13 A.Y. 2013-14 A.Y. 2014-14

4,95,43,261

Sales Tax Act and VAT

Laws

Value Added Tax

Deputy Commissioner

(Appeal) A.Y. 2013-14 5,00,000

Sales Tax Act and VAT

Laws

Central Sales Tax

Deputy Commissioner

(Appeal) A.Y. 2011-12 8,39,518

8) In our opinion and according to the records of the Company examined by us and explanations given to us, the Company has defaulted in repayment of loans to its financial institutions or bankers. The Company has not raised loans by issue of debentures. Refer our Emphasis of Matter paragraph of the Audit Report dated 6th June 2018.

9) Based upon the audit procedures performed and the information and explanation given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.


10) During the course of our examination of the books and records of the Company, carried

out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither came across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

11) In our opinion and according to the information and explanations given to us, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

12) In our opinion Company is not a nidhi company. Therefore, the provisions of clause (xii) of paragraph 3 of the Order are not applicable to the Company.

13) In respect of transactions with related parties : a) According to the information and explanations given by the management, section 177

of the Act is not applicable to the Company.

b) In our opinion and according to the information and explanations given to us, Company is in compliance with the section 188 of the Act and details have been disclosed in the financial statements, as required by the applicable accounting standards.

14) In our opinion and according to the information and explanations given to us, the company has made preferential allotment or private placement of shares during the year. The Company has complied with requirements of section 42 of the Act and amount raised have been used for the purpose for which funds were raised.

15) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transaction with the directors or persons connected with him and covered under section 192 of the Act. Hence, clause (xv) of the paragraph 3 of the Order is not applicable to the Company.

16) To the best of our knowledge and as explained, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For Mahesh C. Solanki & Co. Chartered Accountants ICAI Firm Reg. No. – 006228C SD/- CA. Jagdish Rathi (Partner) Mem No. – 039303 Place Mumbai Date: 6th June, 2018


“Annexure B” to the Independent Auditor’s Report of even date on the Standalone Financial Statements of PRABHAT TELECOMS (INDIA) LIMITED

Report on the Internal Financial Controls 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 Prabhat Telecoms (India) Limited as of March 31, 2018 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. 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.

Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, 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 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 qualified 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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.


The Company’s internal financial controls relating to review of Trade Receivables, Trade Payables and Other Current Assets and Advances for appropriate provisioning did not operate


effectively which resulted in non-ascertainment of adequate provision pertaining to such receivables & payables.

Qualified Opinion

In our opinion, except for the effects of the described in the Basis for Qualified Opinion paragraph above, 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 March 31, 2018, 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.



Prabhat Telecom (India) LimitedCIN: L72100MH2007PlC169551

31st March, 2018 31st March, 2017Notes In Rs. In Rs.

I. Equity and liabilities1. Shareholder's funds

Share capital 3 89,218,980 83,148,000 Reserves and surplus 4 249,138,243 336,254,933

338,357,223 419,402,933

2. Non-current liabilitiesLong-term borrowings 5 101,215,000 172,962,100 Deferred tax liabilities (Net) 6 13,785,685 9,271,757

115,000,685 182,233,857 3. Current liabilities

Short-term borrowings 7 879,753,010 699,118,805 Trade payables 8 172,338,546 595,733,204 Other current liabilities 9 60,573,689 28,011,858 Short-term provisions 10 6,474,723 6,384,787

1,119,139,968 1,329,248,654

Total 1,572,497,876 1,930,885,444

II. Assets1. Non Current Assets

Fixed Assets Property, Plant and Equipment 11 242,903,230 228,310,553 Intangible assets 12 5,298,788 4,539,548 Capital work-in-progress - - Long-term loans and advances 13 7,166,943 35,503,252 Non Current investments 14 200,000 200,000 Other non-current assets - 23,902,290

255,568,961 292,455,643 2. Current assets

Inventories 15 316,070,452 652,070,886 Trade receivables 16 770,690,190 853,407,711 Cash and bank balances 17 12,645,679 6,296,257 Short-term loans and advances 13 149,700,987 - Other current assets 18 67,821,607 126,654,947

1,316,928,914 1,638,429,801

Total 1,572,497,876 1,930,885,444

Summary of significant accounting policies 2.1The accompanying notes are an integral part of the financial statements.As per our report of even date

For Mahesh C. Solanki & Co. For and on behalf of the board of directors of ICAI firm registration number: 006228C Prabhat Telecom (India) LimitedChartered Accountants

Sd/- Sd/- Sd/- Sd/-

CA. Jagdish Rathi Parag Malde Lijo Mathew VarghesePartnerMembership no.: 039303

DIN: 05354513 Membership no.: 43287

Place: Mumbai Date: 6th June, 2018

DIN: 01932624

Managing Director and Chairman

Chief Financial Officer & Whole Time Director

Company Secretary

Reg. Address: Unit No. 402, Western Edge I, Kanakia Spaces, Western Express Highway, Borivali (East) Mumbai.Standalone Balance Sheet as at 31st March, 2018

Vishwamani Tiwari



Standalone Statement of profit and loss for the year ended 31st March, 2018


IncomeRevenue from operations 19 2,775,103,255 2,870,650,651 Other income 20 39,901,993 5,020,360 Total revenue 2,815,005,248 2,875,671,011

ExpensesCost of raw materials and components consumed 21 2,574,182,446 2,884,295,981 (Increase)/decrease in inventories 22 336,000,434 (230,279,899) Employee benefit expenses 23 20,801,841 30,491,949 Depreciation and amortization expenses 24 8,932,697 20,956,639 Finance costs 25 27,173,270 99,869,392 Other Epenses 26 39,868,699 44,117,736

Total expenses 3,006,959,387 2,849,451,799

Profit before exceptional and extraordinary items and tax (191,954,139) 26,219,213 Extra Ordinary Item - 6,210,000 Prior Period Income (Excess Depreciation Reversal) 27 (24,356,656) -

Profit Before Tax (167,597,482) 20,009,213 Tax expensesCurrent tax - 4,815,256 Deferred tax 4,513,928 630,075 Total tax expenses 4,513,928 5,445,332

Profit (Loss) for the period (172,111,410) 14,563,881

Earnings per equity share [nominal value of share Rs. 10 each]Basic (in Rs.) (20.42) 1.75 Diluted (in Rs.) (20.42) 1.75


For Mahesh C. Solanki & Co. For and on behalf of the board of directors of ICAI firm registration number: 006228CChartered Accountants

Sd/- Sd/- Sd/- Sd/-






Company Secretary

Prabhat Telecom (India) Limited

Vishwamani Tiwari

Reg. Address: Unit No. 402, Western Edge I, Kanakia Spaces, Western Express Highway, Borivali (East) Mumbai.

DIN: 01932624



Standalone Cashflow Statement for the year 31st March, 2018

31st March, 2018 31st March, 2017In Rs. In Rs.

Cash flow from operating activitiesProfit after tax (net of prior period (income) / expense - net) (172,111,410) 14,563,881 Adjustments for :Provision for Current Tax - 4,815,256 Provision for Deferred Tax 4,513,928 630,075 Prior Period Income (24,356,656) - Depreciation/Amortisation 8,932,697 20,956,639 Interest income (488,355) (2,289,084) Finance Cost 27,173,270 111,715,843 Loss on sale of fixed assets 528,047 - Operating Profit before working capital changes (155,808,480) 150,392,610

Movement in Working CapitalDecrease/(Increase) in trade receivables 82,717,521 245,378,470 Decrease/(Increase) in inventories 336,000,434 (309,214,414) Decrease/(Increase) in other current assets 58,833,340 25,123,446 Decrease/(Increase) in loans and advances (149,700,987) (51,365,842) Increase/(Decrease) in trade payables (423,394,658) (39,420,710) Increase/(Decrease) in other current liabilities 32,561,831 2,036,857 Increase/(Decrease) in provisions 89,936 13,626,574 Change in other long term liabilities (71,747,100) 630,075 Change in Non Current Assets 52,238,599 10,737,871 Cash generated/(used) from/in operations (238,209,563) 47,924,937

Direct taxes (paid)/refunded (net) - - Net cash generated/(used) from/in operating activities (A) (238,209,563) 47,924,937

Cash Flow from investment activitiesPurchase of fixed assets, including CWIP and capital advances (752,652) - Proceeds from sale of fixed assets 296,647 3,765,169 Proceeds of sale of investments - 20,159,539 Interest received 488,355 2,289,084 Net cash generated/(used) from/in investing activities (B) 32,350 26,213,792

Cash flow from financial activitiesNet of Borrowings 180,634,205 29,760,990 Change in Share Capital 6,070,980 - Transfer to Share Premium 84,994,720 - Interest Paid (27,173,270) (111,715,843) Net cash generated/(used) from/in financing activities (C) 244,526,635 (81,954,853)

Net increase in cash and cash equivalents 6,349,422 (7,816,124)

Cash and cash equivalents at the beginning of the year 6,296,257 14,112,381 6,296,257 14,112,381

Cash and cash equivalents at the end of the year 12,645,679 6,296,257

(A+B+C)



Prabhat Telecom (India) LimitedStandalone Cashflow Statement for the year 31st March, 2018


Components of cash & cash equivalentsCash on hand 220,475 5,443,239 With banks

on current account 10,349,277 853,018 margin money deposit 2,075,928 - Total cash & cash equivalents (note 16) 12,645,679 6,296,257

Summary of significant accounting policies 2.1

Notes:

1. Comparative figures have been regrouped wherever necessary.

As per our report of even date


Sd/- Sd/- Sd/- Sd/-





2.The Cash Flow statement has been prepared under indirect method as set out in the Accounting Standard - 3 on "Cash Flow Statements"issued by the Institute of Chartered Accountants of India.

DIN: 01932624



Company Secretary

Vishwamani Tiwari


Prabhat Telecom (India) LimitedNotes to the financial statements for the Year ended 31st March, 2018


3 Share capital

Authorized shares12,00,000 equity shares of Rs. 10/- each 12,000,000 12,000,000

12,000,000 12,000,000 Issued shares89,21,898 (Previous Year : 831480) equity shares of Rs. 10/- ea 89,218,980 83,148,000

Subscribed and fully paid-up shares89,21,898 (Previous Year : 831480) equity shares of Rs. 10/- ea 89,218,980 83,148,000

89,218,980 83,148,000

a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting year

Equity sharesNumbers In Rs. Numbers In Rs.

At the beginning of the year 8,314,800 83,148,000 8,314,800 83,148,000

607,098 6,070,980 - - - - - -

Outstanding at the end of the period 8,921,898 89,218,980 8,314,800 83,148,000

b. Terms/rights attached to equity shares

c. Details of shareholders holding more than 5% shares in the Company

Numbers % holding Numbers % holdingEquity shares of Rs. 10 each fully paid-upVishwamani Matamani Tiwari 5,999,212 67.24% 5,197,100 62.50%Vee Three Informatics Limited 555,930 6.23% 222,600 2.68%Others 2,366,756 26.53% 2,686,750 32.31%

8,921,898 100.00% 8,314,800 100.00%

4 Reserves and surplus31st March, 2018 31st March, 2017

In Rs. In Rs. Securities premium accountBalance as per last financial statements 203,886,000 203,886,000 Additions during the year 84,994,720 -

288,880,720 203,886,000 Surplus in the statement of profit and lossBalance as per last financial statements 132,368,933 97,586,776 Profit (Loss) for the period (172,111,410) 34,782,157 Net Surplus in the statement of profit and loss (39,742,477) 132,368,933

Total Reserves & Surplus 249,138,243 336,254,933

31st March, 2018 31st March, 2017


Issued during the period pursuant to conversion of Loan to EquityIssued during the year

The company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares isentitled to one vote per share.



5 Long-term borrowings31st March, 2018 31st March, 2017

In Rs. In Rs. LoansOthers (Unsecured) 101,215,000 172,962,100

101,215,000 172,962,100

6 Deferred tax liabilities (Net)31st March, 2018 31st March, 2017

In Rs. In Rs.

Deferred tax liabilities

13,785,685 9,271,757

(A) 13,785,685 9,271,757

Deferred tax assets

- - (B) - -

Net deferred tax (Asset)/Liability (A) - (B) 13,785,685 9,271,757

7 Short-term borrowings31st March, 2018 31st March, 2017

In Rs. In Rs. From BanksCash credit from banks (secured) 699,118,805

BOI 234,114,462 SBI 378,521,776 UBI 168,409,018

781,045,256 Letter of Credit UBI 98,707,754 879,753,010 699,118,805

8 Trade payables31st March, 2018 31st March, 2017

In Rs. In Rs. Sundry Creditors 595,733,204 Sundry Creditors for Material 121,820,071 Sundry Creditors for Expenses 11,245,532 Sundry Creditors for Import 39,272,943

172,338,546 595,733,204

Fixed assets: Impact of difference between tax depreciationand depreciation/ amortization charged for the financial

Impact of expenditure charged to the statement of profit andloss in the current year but allowed for tax purposes onpayment basis



9 Other current liabilities31st March, 2018 31st March, 2017

In Rs. In Rs. Advances From Customer 36,623,203 - Security Deposits received 148,000 148,000 Statutory Dues Payable 6,153,397 3,482,554 Others 17,649,089 24,381,304

60,573,689 28,011,858

10 Short Term Provisions31st March, 2018 31st March, 2017

In Rs. In Rs.

Provision for Expenses 6,474,723 6,384,785 6,474,723 6,384,785

12 Intangible assetsSoftware

Gross BlockAt 1 April 2016 7,655,442 Additions 3,600 As at 31st March, 2017 7,659,042 Additions - Prior Period Excess Depreciation Reversal (prior period) 2,895,559 As at 31st March, 2018 10,554,601 AmortizationProvided during the year 2016-17 3,119,494 As at 31st March, 2017 3,119,494 Provided during the year 2017-18 2,136,319 As at 31st March, 2018 5,255,813

Net BlockAs at 31st March, 2017 4,539,548 As at 31st March, 2018 5,298,788



13 Loans and advances

31st March, 2018 31st March, 2017 31st March, 2018 31st March, 2017In Rs. In Rs. In Rs. In Rs.

Security deposit 7,166,943 7,135,002 - - Advance to customers - - 25,208,639 - Others - 28,368,250

7,166,943 35,503,252 25,208,639 -

Advance income tax - - 1,150,000 - TDS Receivable - - 204,322 - Prepaid Expenses - - 31,819 - Others - - 123,106,207 -

- - 124,492,348 -

Total 7,166,943 35,503,252 149,700,987 -

14 Non Current Investments31st March, 2018 31st March, 2017

In Rs. In Rs.

Investments in Mutual funds 200,000 200,000

15 Inventories (valued at lower of cost and net realizable value)31st March, 2018 31st March, 2017

In Rs. In Rs. Raw materials 103,743,109 79,525,618 Work-in-progress - 125,172,278 Finished goods 212,327,343 368,438,475 Stock in Transit - -

316,070,452 573,136,371

16 Trade receivables31st March, 2018 31st March, 2017

In Rs. In Rs.

Unsecured, considered good 289,413,842 2,391,853 Doubtful - -

289,413,842 2,391,853

Other receivablesUnsecured, considered good 481,276,348 851,015,858 Doubtful - -

481,276,348 851,015,858 Less: Provision for doubtful debts - -

770,690,190 853,407,711

Other loans and advances (unsecured, considered good)

Short-termLong-term

Outstanding for a period exceeding six months from the date they are due for payment



17 Cash and bank balances


Cash and cash equivalentsBalance with banks In current accounts 10,349,277 853,018 Cash on hand 220,475 5,443,239

10,569,751 6,296,257 Other Bank BalanceMargin money deposit (For LC) 2,075,928 -

12,645,679 6,296,257

18 Other Current assets 31st March, 2018 31st March, 2017 In Rs. In Rs.

Rent Receivable 12,994,429 - Fixed Deposits (Pledge) 2,200,000 - Advances to Suppliers 32,146,997 - Advances to others for expenses 849,527 - Due from revenue authorities 19,630,654 - Others - 126,654,947

67,821,607 126,654,947

19 Revenue from Operations31st March, 2018 31st March, 2017

In Rs. In Rs. Revenue from operations (gross) 3,200,928,392 3,052,133,734 Less: Sales Return 942,223 -

3,199,986,169 3,052,133,734 Sale of Services 5,263,632 -

3,205,249,801 3,052,133,734 Less : VAT/GST 430,146,546 181,483,083 Revenue from operations (net) 2,775,103,255 2,870,650,651

20 Other income31st March, 2018 31st March, 2017

In Rs. In Rs. Interest income on

FD with Banks 488,355 2,289,084 FD with others 252,000

Rent Income - 2,416,680 Discount Received 38,850,399 - Forex gain 88,056 - Other Income 223,183 314,596

39,901,993 5,020,360



21 Cost of raw material and components consumed31st March, 2018 31st March, 2017

In Rs. In Rs.

Purchases 2,961,652,694 3,065,779,064 Less: VAT Reclassification 387,470,248 181,483,083

2,574,182,446 2,884,295,981

Cost of raw material and components consumed 2,574,182,446 2,884,295,981

22 (Increase)/Decrease in inventories31st March, 2018 31st March, 2017

In Rs. In Rs. Inventories at the end of the period Work-in-progress - 125,172,278 Stock of Material 103,743,109 79,525,618 Finished goods 212,327,343 368,438,475

- 316,070,452 573,136,371

Inventories at the beginning of the period Work-in-progress 125,172,278 - Stock of Material 79,525,618 - Finished goods 368,438,475 342,856,472

Stock in Transit 78,934,515 - 652,070,886 342,856,472

(Increase)/Decrease in inventories 336,000,434 (230,279,899)

23 Employee benefit expenses31st March, 2018 31st March, 2017

In Rs. In Rs.

Salaries, wages and bonus 17,417,628 28,113,179 Directors Remuneration 2,836,800 1,800,000 Staff welfare expenses 547,414 578,770

20,801,841 30,491,949

24 Depreciation and amortization expenses31st March, 2018 31st March, 2017

In Rs. In Rs.

Depreciation of tangible assets 6,796,378 20,956,639 Amortization of intangible assets 2,136,319 -

8,932,697 20,956,639



25 Finance costs31st March, 2018 31st March, 2017

In Rs. In Rs. Interest to banks/FI 98,815,474

Interest paid on CC accounts 26,420,770 Interest due but not paid on CC accounts -

Interest to parties/distributors 752,500 1,053,918 27,173,270 99,869,392

26 Other Expenses 31st March, 2018 31st March, 2017In Rs. In Rs.

Assemble Charges 1,864,291 - Audit Fees 1,000,000 1,000,800 Commission 414,368 324,590 Freight Charges 1,725,659 4,502,020 Packing Material 743,770 - Testing and maintainance Charges 1,023,749 2,956,038 Bank and related Charges 886,115 11,846,451 Loss on sale of car 528,047 - Business Promotion Expenses 787,327 2,446,073 MADAKNI DESGINProperty Tax- Western Edge-1 Condominum 2,838,410 - LC Charges 947,483 - Administrative Expenses 13,632,720 12,112,069 Advertisement Expenses 8,876,321 - Discount, Rebate, Incentive & others 2,699,887 6,397,434 Other Expenses 1,900,552 2,532,261

39,868,699 44,117,736

27 Prior Period (Income) / Expense31st March, 2018 31st March, 2017

In Rs. In Rs.

Prior Period Income (Excess Depreciation Reversal) (24,356,656) -

(24,356,656) -



28 Earnings per share


(172,111,410) 14,563,881

8,427,903 8,314,800 Earnings per share (Basic ) (in Rs.) (20.42) 1.75

Earnings per share (Diluted ) (in Rs.) (20.42) 1.75

29 Related party transactionsName of the related party and related party relationshipsKey management personnel

Vishwamani M. Tiwari - Managing DirectorParag Malde - Chief Financial OfficerLijo Mathew Varghese - Company Secretary

Other DirectorsDipti Suresh More - DirectorArvind Singh - DirectorAlberto A. Zummo - Independent DirectorVaibhav Shastri - Independent Director

Relatives of key management personnelPrabha V. Tiwari

Enterprises over which key management personnel have significant influence : Prabhat Charter Services Pvt. Ltd.

Vee Three Informatics Limited

Associates over which key management personnel have significant influence :Prabhat Enterprises

a. Loans given, advances made and repayment thereof

Related Party

Loans given/advances made during the

year

Repayment made during the year

Interest accrued during the year

Amount owed by related parties

Associate FirmPrabhat Enterprises 31.03.2018 5,630,436 898,550 - 8,383,744

31.03.2017 - - - 3,651,858

Weighted average number of equity shares in calculating basic EPS

Net Profit after tax for calculation of basic and diluted EPS

The following reflects the profit and share data used in the basic and diluted EPS computations:

The following table provides the total amount of transactions that have been entered into with related parties for therelevant financial year:

Period/Year ended



b. Others Transactions during the period 31st March, 2018In Rs.

Remuneration to DirectorsVishwamani M. Tiwari 1,800,000 Parag Malde 600,000 Dipti More 436,800

2,836,800 Sales to Related PartyVee Three Informatics Limited 100,069,116

Benefits to RelativesSale of Motor Car to Prabha V. Tiwari 296,647

30 Contingent liabilities31st March, 2018

In Rs. Claims against the company not acknowledged as debtsIncome Tax demand for Assessment year 2012-13 6,354,141 Income Tax demand for Assessment year 2013-14 13,822,581 Income Tax demand for Assessment year 2014-15 11,764,520 TDS Default Liability 803,360 VAT Gujarat Demand in Appeal (High Court) 32,000,000 Countervailing Duty Refund (GST Trans 1) 26,262,331

91,006,933

31 Details Of Dues To Micro And Small Enterprises As Defined Under The MSMED Act, 2006

For Mahesh C. Solanki & Co. For and on behalf of the board of directors of ICAI firm reg. number: 006228C Prabhat Telecom (India) LimitedChartered Accountants

Sd/- Sd/- Sd/- Sd/-

CA. Jagdish Rathi Vishwamani Tiwari Parag Malde Lijo Mathew VarghesePartnerMembership no.: 039303

DIN: 01932624 DIN: 0535451 Membership no.: 43287


Company Secretary

Managing Director CFO& WTD

The identification of Micro, Small and Medium enterprises is based on the management's knowledge of their status. TheCompany has not received any intimation from suppliers regarding their status under "The Micro, Small and MediumEnterprises Development Act, 2006".


Prabhat Telecom (India) LimitedNotes to financial statements for the year ended 31st March, 2018

11 Tangible assets

Land & Buildings Plant and machinery Furniture and Fixtures

Office Equipment

Vehicles Total

Cost or valuationAs at 1st April, 2016 211,742,545 2,908,790 4,941,883 776,638 1,059,635 221,429,491 Additions - 24,605,415 - 112,793 - 24,718,208 Disposals - - - - - - Reclassification - - - - - - As at 31st March, 2017 211,742,545 27,514,205 4,941,883 889,431 1,059,635 246,147,699 Additions 562,523 22,958 23,400 143,771 - 752,652 Disposals - - - - 824,694 824,694 Reclassification - - - - - - Prior Period (Refer note 26) Excess Depreciation Reversal (prior period) 13,875,761 5,044,003 1,689,986 508,444 342,902 21,461,097 As at 31st March, 2018 226,180,829 32,581,166 6,655,269 1,541,646 577,843 267,536,754

DepreciationCharge for the year 16-17 10,255,762 5,026,388 1,525,079 592,992 436,925 17,837,146 Depreciation written back - - - - - - As at 31st March, 2017 10,255,762 5,026,388 1,525,079 592,992 436,925 17,837,146 Charge for the year 17-18 3,582,274 1,812,696 1,024,250 309,594 67,564 6,796,378 Written Off from opening Reserves - - - - - - As at 31st March, 2018 13,838,036 6,839,084 2,549,329 902,586 504,489 24,633,524

Net BlockAs at 31st March, 2017 201,486,783 22,487,817 3,416,804 296,439 622,710 228,310,553 As at 31st March, 2018 212,342,793 25,742,082 4,105,940 639,060 73,354 242,903,230


Fixed Assets AS per IT Act

WDV as on WDV as on From Dep.

on As on WDV as on WDV as on

01.04.2017

Addition befor

30.09.2017

Addition after

01.10.2017 31.03.2018 01.04.2017 Sold Asset 31.03.2018 31.03.2018 31.03.2017

(i) Tangible Assets

Plant & Machinery 15% 29,088,962 67,632 - 29,156,594 4,368,417 - 4,368,417 24,788,177 26,571,024

OE (Office Equipments) 15% 482,411 16,350 25,549 - 524,310 76,730 - 76,730 447,579 418,509

Computer & its Accessories 40% 2,111,221 19,800 107,621 - 2,238,642 873,933 - 873,933 1,364,709 845,568

Furniture 10% 10,069,303 23,400 - - 10,092,703 1,009,270 - 1,009,270 9,083,433 9,062,373

Building 10% 180,078,962 - 562,523 - 180,641,485 18,036,022 - 18,036,022 162,605,463 162,071,066

Current Year Total 221,830,859 59,550 763,325 - 222,653,734 24,364,372 - 24,364,372 198,289,362 198,968,540


ParticularsDep. Rate

Gross Block Depreciation Net Block

Addition Deduc

tion



1. Corporate information

2. Basis of Preparation

2.1 Significant accounting policies

(i) Use of Estimates

(ii) Security Premium Account

(iii) Fixed assets

(iv) Depreciation

Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less itsestimated residual value.Depreciation on tangible fixed assets of the Company has been provided on the straight-line method as perthe useful life prescribed in Schedule II to the Companies Act, 2013 except in respect of the followingcategories of assets, in whose case the life of the assets has been assessed as under based on independenttechnical evaluation and management’s assessment thereof, taking into account the nature of the asset, theestimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipatedtechnological changes, manufacturers warranties and maintenance support, etc.:

Prabhat Telecom (India) Limited ("the Company") {CIN: L72100MH2007PlC169551} was incorporated on 02nd April2007 at Mumbai, India. The company is engaged in EMS, designing, development and distribution of mobile phones& accessories.

The financial statements of the Company have been prepared in accordance with generally accepted accountingprinciples in India (Indian GAAP). The Company has prepared these financial statements to comply in all materialrespects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (asamended) and the relevant provisions of the Companies Act, 2013. The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies have been consistently applied bythe Company.

The preparation of financial statements in conformity with Indian GAAP requires the management to makejudgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets andliabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although theseestimates are based on the management’s best knowledge of current events and actions, uncertainty aboutthese assumptions and estimates could result in the outcomes requiring a material adjustment to thecarrying amounts of assets or liabilities in future periods.

Share Premium account includes difference between consideration received in respect of shares and facevalue of shares.

Fixed Assets are carried at cost less accumulated depreciation and impairment losses, if any. The cost offixed assets includes interest on borrowings attributable to acquisition of qualifying fixed assets up to thedate the asset is ready for its intended use and other incidental expenses incurred up to that date.Subsequent expenditure relating to fixed assets is capitalised only if such expenditure results in an increasein the future economic benefits from such asset beyond its previously assessed standard of performance inaccordance with AS -10 (Revised) "Property, Plant and Equipment".


(vi) InventoriesInventories are valued as follows:

a) Raw materials, components, stores and spares

b) Work-in-progress and finished goods

(vii) Revenue recognition

(viii) Income taxes

Deferred income taxes reflect the impact of current year timing differences between taxable income andaccounting income during the current year and reversal of timing differences for the earlier years. Deferredtax is measured using the tax rates and the tax laws enacted or substantively enacted at the balance sheetdate.

Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient futuretaxable income will be available against which such deferred tax assets can be realized. In situations wherethe Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognizedonly if there is virtual certainty supported by convincing evidence that they can be realized against futuretaxable profits.

Tax expense comprises both current and deferred tax. Current income-tax is measured at the amountexpected to be paid to the tax authorities in accordance with the Indian Income-tax Act, 1961 enacted inIndia.

Intangible Assets 6 years

(v) Borrowing costsBorrowing cost that are attributable to the acquisition and construction of a qualifying assets are capitalizedas a part of the cost of the asset. Other borrowing cost are recognised as an expense in the year in whichthey are incurred.

Raw materials, stores, spares & other components are valued at lower of cost and net realizable value.However, materials and other items held for use in the production of finished goods are not written downbelow cost if the finished products in which they will be incorporated are expected to be sold at or abovecost. Cost is determined on a First in First out Basis and includes all applicable overheads in bringing theinventories to their present location and condition.

Finished goods are valued at lower of cost and net realizable value. Cost of work in pogress includes directmaterials and direct labour and a proportion of manufacturing overheads based on normal operatingcapacity. Cost of finished goods includes excise duty. Net realisable value is the estimated selling price in theordinary course of business, less estimated costs of completion to make the sale.

Revenue from the sale of goods is recognised on dispatch of appropriation of goods in accordance with theterms of sale and is net of excise duty, incentive on sales including commission, rebates and discounts.Exports sales are recognised on the basis of the date of bill of lading/airways bill.

Vehicles 8 yearsOffice Equipment 5 years

Plant and Machinery 15 yearsFurniture and Fixtures 10 years

Particulars Estimated Useful LifeBuildings 60 years


(ix)

(x) Provision and contingent LiabilitiesThe company creates aprovision where there is present obligation as a result of a past event that probablyrequires an outflow of resourse & a relaible estimate can be made of the amount of the obligation.Disclosures for a contingent laibility is made when there is a possible obligation or a present obligation thatmay , but probably will not, require an outflow of resources. where there is a possible obligation or apresent obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made.

Earning Per Share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equityshareholders (after deducting preference dividends and attributable taxes) by the weighted average numberof equity shares outstanding during the period. The weighted average number of equity shares outstandingduring the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, andreverse share split (consolidation of shares) that have changed the number of equity shares outstanding,without a corresponding change in resources.For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable toequity shareholders and the weighted average number of shares outstanding during the period are adjustedfor the effects of all dilutive potential equity shares.


INDEPENDENT AUDITOR’S REPORT

To the Members of PRABHAT TELECOMS (INDIA) LIMITED

Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of Prabhat Telecoms (India) Limited (“the Company”) which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements 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 financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. 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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls.

An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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


The closing balances of sundry debtors, advances and sundry creditors whether in debit or in credit are subject to confirmation, reconciliation and adjustment, if any, in the books of accounts. Impact on profit/loss, if any could not be ascertained. Therefore, no provision is been made in respect of above stated items.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph above, the aforesaid standalone financial statements give the information required by the act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018.

Emphasis of Matter

We draw attention to the following that statutory dues amounting to Rs. 51,16,745 is unpaid till date.


Company has not provided provision for interest on loan account of banks amounting to Rs. 8,48,53,374 due to classification of loans accounts as Non – Performing Asset (NPA) by Banks. Management is of the opinion that they are in negotiation with Banks for the revival plan of loan account, therefore had not provided for provision of interest amount.

Our Opinion is not qualified in respect of above mentioned matter.

Other Matter

The financial statements of the Company for the year ended 31st March 2017, were audited by another auditor whose report dated 30th May 2017 expressed an unmodified opinion on those statements as on 31st March 2017. The comparative financial statements of the Company for the year ended March 31, 2017 included in these consolidated financial results have been prepared from annual consolidated financial statements audited by the predecessor auditor (vide their unmodified audit report of 30th May 2017). We did not audit the financial statements of subsidiary company included in the consolidated financial statements, whose financial statements reflect total assets of Rs.72,53,530 as at 31st March, 2018 as well as the total revenue of Rs.13,84,84,692 for the year ended 31st March, 2018. These annual financial statements and other financial information have been unaudited and are provided by Management on the basis of provisional financial statements. Financial Results are prepared by Management on the provisional figures only; our opinion on these financial statements, to the extent they have been derived from such annual financial statements is based solely on the information provided by Management.

Report on Other Legal and Regulatory Requirements

3. 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 purpose 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;

c) the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;


d) in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014 and the Companies (Accounting Standards) Amendment Rules, 2016;

e) On the basis of written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

f) 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 A”. Our report expresses qualified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

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

iv. The Company does not have any pending litigations which would impact its financial position.

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

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



“Annexure A” to the Independent Auditor’s Report of even date on the Consolidated Financial Statements of PRABHAT TELECOMS (INDIA) LIMITED

Report on the Internal Financial Controls 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 Prabhat Telecoms (India) Limited as of March 31, 2018 in conjunction with our audit of the consolidated 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. 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.

Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, 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 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 qualified 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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.


The Company’s internal financial controls relating to review of Trade Receivables, Trade Payables and Other Current Assets and Advances for appropriate provisioning did not operate effectively which resulted in non-ascertainment of adequate provision pertaining to such receivables & payables.


Qualified Opinion

In our opinion, except for the effects of the described in the Basis for Qualified Opinion paragraph above, 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 March 31, 2018, 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.





I. Equity and liabilities1. Shareholder's funds

Share capital 3 89,218,988 83,148,008 Reserves and surplus 4 256,334,142 340,928,822

345,553,130 424,076,830

2. Non-current liabilitiesLong-term borrowings 5 101,215,000 172,962,100 Deferred tax liabilities (Net) 6 13,834,995 9,245,957

115,049,994 182,208,057 3. Current liabilities

Short-term borrowings 7 879,753,010 699,118,805 Trade payables 8 292,769,904 721,060,370 Other current liabilities 9 60,725,625 28,206,435 Short-term provisions 10 7,115,778 20,160,493

1,240,364,317 1,468,546,103

Total 1,700,967,442 2,074,830,990

II. Assets1. Non Current Assets

Fixed Assets Property, Plant and Equipment 11 243,154,874 228,573,029 Intangible assets 12 5,298,788 4,539,548 Capital work-in-progress - - Long-term loans and advances 13 16,604,607 35,503,252 Non Current investments 14 200,000 200,000 Other non-current assets - 23,902,290

265,258,270 292,718,119 2. Current assets

Inventories 15 316,070,452 652,070,886 Trade receivables 16 889,296,546 988,200,998 Cash and bank balances 17 12,819,580 6,477,953 Short-term loans and advances 13 149,700,987 - Other current assets 18 67,821,607 135,363,034

1,435,709,172 1,782,112,871

Total 1,700,967,442 2,074,830,990


For Mahesh C. Solanki & Co. For and on behalf of the board of directors of ICAI firm registration number: 006228C Prabhat Telecom (India) LimitedChartered Accountants

Sd/- Sd/- Sd/- Sd/-




DIN: 01932624



Company Secretary

Reg. Address: Unit No. 402, Western Edge I, Kanakia Spaces, Western Express Highway, Borivali (East) Mumbai.Consolidated Balance Sheet as at 31st March, 2018

Vishwamani Tiwari



Consolidated Statement of profit and loss for the year ended 31st March, 2018


IncomeRevenue from operations 19 2,913,587,947 3,013,469,968 Other income 20 39,901,993 5,020,360 Total revenue 2,953,489,940 3,018,490,328

ExpensesCost of raw materials and components consumed 21 2,709,205,021 3,010,271,309 (Increase)/decrease in inventories 22 336,000,434 (230,279,899) Employee benefit expenses 23 20,801,841 43,463,731 Depreciation and amortization expenses 24 9,051,844 21,034,672 Finance costs 25 27,194,042 99,893,714 Other Epenses 26 40,319,235 44,732,546

Total expenses 3,142,572,416 2,989,116,074

Profit before exceptional and extraordinary items and tax (189,082,476) 29,374,255 Extra Ordinary Item - 6,184,200 Prior Period Income (Excess Depreciation Reversal) 27 (24,356,656) -

Profit Before Tax (164,725,820) 23,190,055 Tax expensesCurrent tax 300,343 5,168,919 Deferred tax 4,563,237 630,075 Total tax expenses 4,863,580 5,798,995

Profit (Loss) for the period (169,589,400) 17,391,060

Earnings per equity share [nominal value of share Rs. 10 each]Basic (in Rs.) (20.12) 2.09 Diluted (in Rs.) (20.12) 2.09



Sd/- Sd/- Sd/- Sd/-





Vishwamani Tiwari

DIN: 01932624



Company Secretary




Consolidated Cashflow Statement for the year 31st March, 2018


Cash flow from operating activitiesProfit after tax (net of prior period (income) / expense - net) (169,589,400) 14,563,881 Adjustments for :Provision for Current Tax 300,343 4,815,256 Provision for Deferred Tax 4,563,237 630,075 Prior Period Income (24,356,656) - Depreciation/Amortisation 9,051,844 20,956,639 Interest income (488,355) (2,289,084) Finance Cost 27,194,042 111,715,843 Loss on sale of fixed assets 528,047 - Profit on sale of fixed assets - - Operating Profit before working capital changes (152,796,898) 150,392,610

Movement in Working CapitalDecrease/(Increase) in trade receivables 98,904,452 245,378,470 Decrease/(Increase) in inventories 336,000,434 (309,214,414) Decrease/(Increase) in other current assets 67,541,427 25,123,446 Decrease/(Increase) in loans and advances (149,700,987) (51,365,842) Increase/(Decrease) in trade payables (428,290,466) (39,420,710) Increase/(Decrease) in other current liabilities 32,519,190 2,036,857 Increase/(Decrease) in provisions (13,044,714) 13,626,574 Change in other long term liabilities (71,747,100) 630,075 Change in Non Current Assets 42,800,935 10,737,871 Cash generated/(used) from/in operations (237,813,728) 47,924,937

Direct taxes (paid)/refunded (net) (300,343) - Net cash generated/(used) from/in operating activities (A) (238,114,071) 47,924,937

Cash Flow from investment activitiesPurchase of fixed assets, including CWIP and capital advances (860,967) - Proceeds from sale of fixed assets 296,647 3,765,169 Proceeds of sale of investments - 20,159,539 Interest received 488,355 2,289,084 Net cash generated/(used) from/in investing activities (B) (75,965) 26,213,792

Cash flow from financial activitiesNet of Borrowings 180,634,205 29,760,990 Change in Share Capital 6,070,980 - Transfer to Share Premium 84,994,720 - Interest Paid (27,194,042) (111,715,843) Net cash generated/(used) from/in financing activities (C) 244,505,862 (81,954,853)

Net increase in cash and cash equivalents 6,315,827 (7,816,124)

Cash and cash equivalents at the beginning of the year 6,477,953 14,112,381 6,477,953 14,112,381

Cash and cash equivalents at the end of the year 12,793,780 6,296,257

(A+B+C)



Prabhat Telecom (India) LimitedConsolidated Cashflow Statement for the year 31st March, 2018


Components of cash & cash equivalentsCash on hand 220,475 5,443,239 With banks

on current account 10,523,178 1,034,714 margin money deposit 2,075,928 - Total cash & cash equivalents (note 16) 12,819,580 6,477,953

Summary of significant accounting policies 2.1

Notes:

1. Comparative figures have been regrouped wherever necessary.

As per our report of even date


Sd/- Sd/- Sd/- Sd/-





2.The Cash Flow statement has been prepared under indirect method as set out in the Accounting Standard - 3 on "Cash Flow Statements"issued by the Institute of Chartered Accountants of India.

DIN: 01932624



Company Secretary

Vishwamani Tiwari




3 Share capital

Authorized shares12,00,000 equity shares of Rs. 10/- each 12,000,000 12,000,000

12,000,000 12,000,000 Issued shares89,21,898 (Previous Year : 831480) equity shares of Rs. 10/- each 89,218,980 83,148,000

Subscribed and fully paid-up shares89,21,898 (Previous Year : 831480) equity shares of Rs. 10/- each 89,218,980 83,148,000 Foreign Subsidiary Share Capital (1 Equity share of 1 HK$) 8.30 8.35

89,218,988 83,148,008

a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting year

Equity sharesNumbers In Rs. Numbers In Rs.

At the beginning of the year 8,314,800 83,148,000 8,314,800 83,148,000

607,098 6,070,980 - - - - - -

Outstanding at the end of the period 8,921,898 89,218,980 8,314,800 83,148,000

b. Terms/rights attached to equity shares

c. Details of shareholders holding more than 5% shares in the Company

Numbers % holding Numbers % holdingEquity shares of Rs. 10 each fully paid-upVishwamani Matamani Tiwari 5,999,212 67.24% 5,197,100 62.50%Vee Three Informatics Limited 555,930 6.23% 222,600 2.68%Others 2,366,756 26.53% 2,686,750 32.31%

8,921,898 100.00% 8,314,800 100.00%

4 Reserves and surplus31st March, 2018 31st March, 2017

In Rs. In Rs. Securities premium accountBalance as per last financial statements 203,886,000 203,886,000 Additions during the year 84,994,720 -

288,880,720 203,886,000 Surplus in the statement of profit and lossBalance as per last financial statements 137,042,822 119,651,762 Profit (Loss) for the period (169,589,400) 17,391,060 Net Surplus in the statement of profit and loss (32,546,578) 137,042,822

Total Reserves & Surplus 256,334,142 340,928,822



Issued during the period pursuant to conversion of Loan to EquityIssued during the year

The company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares isentitled to one vote per share.



5 Long-term borrowings31st March, 2018 31st March, 2017

In Rs. In Rs. LoansOthers (Unsecured) 101,215,000 172,962,100

101,215,000 172,962,100

6 Deferred tax liabilities (Net)31st March, 2018 31st March, 2017

In Rs. In Rs.

Deferred tax liabilities

13,834,995 9,245,957

(A) 13,834,995 9,245,957

Deferred tax assets

- - (B) - -

Net deferred tax (Asset)/Liability (A) - (B) 13,834,995 9,245,957

7 Short-term borrowings31st March, 2018 31st March, 2017

In Rs. In Rs. From BanksCash credit from banks (secured) 699,118,805

BOI 234,114,462 SBI 378,521,776 UBI 168,409,018

781,045,256 Letter of Credit UBI 98,707,754 879,753,010 699,118,805

8 Trade payables31st March, 2018 31st March, 2017

In Rs. In Rs. Sundry Creditors 721,060,370 Sundry Creditors for Material 241,833,166 Sundry Creditors for Expenses 11,663,795 Sundry Creditors for Import 39,272,943

292,769,904 721,060,370

Fixed assets: Impact of difference between tax depreciation anddepreciation/ amortization charged for the financial reporting

Impact of expenditure charged to the statement of profit andloss in the current year but allowed for tax purposes on paymentbasis



9 Other current liabilities31st March, 2018 31st March, 2017

In Rs. In Rs. Advances From Customer 36,623,203 - Security Deposits received 148,000 148,000 Statutory Dues Payable 6,153,397 3,482,554 Others 17,801,025 24,575,881

60,725,625 28,206,435

10 Short Term Provisions31st March, 2018 31st March, 2017

In Rs. In Rs.

Provision for Expenses 6,474,723 19,628,066 Provision for Taxation 641,056 532,424

7,115,778 20,160,490

12 Intangible assetsSoftware

Gross BlockAt 1 April 2016 7,655,442 Additions 3,600 As at 31st March, 2017 7,659,042 Additions - Prior Period Excess Depreciation Reversal (prior period) 2,895,559 As at 31st March, 2018 10,554,601 AmortizationProvided during the year 2016-17 3,119,494 As at 31st March, 2017 3,119,494 Provided during the year 2017-18 2,136,319 As at 31st March, 2018 5,255,813

Net BlockAs at 31st March, 2017 4,539,548 As at 31st March, 2018 5,298,788



13 Loans and advances

31st March, 2018 31st March, 2017 31st March, 2018 31st March, 2017In Rs. In Rs. In Rs. In Rs.

Security deposit 16,604,607 7,135,002 - - Advance to customers - - 25,208,639 - Others - 28,368,250

16,604,607 35,503,252 25,208,639 -

Advance income tax - - 1,150,000 - TDS Receivable - - 204,322 - Prepaid Expenses - - 31,819 - Others - - 123,106,207 -

- - 124,492,348 -

Total 16,604,607 35,503,252 149,700,987 -

14 Non Current Investments31st March, 2018 31st March, 2017

In Rs. In Rs.

Investments in Mutual funds 200,000 200,000

15 Inventories (valued at lower of cost and net realizable value)31st March, 2018 31st March, 2017

In Rs. In Rs. Raw materials 103,743,109 79,525,618 Work-in-progress - 125,172,278 Finished goods 212,327,343 368,438,475 Stock in Transit - 78,934,515

316,070,452 652,070,886

16 Trade receivables31st March, 2018 31st March, 2017

In Rs. In Rs.

Unsecured, considered good 289,413,842 2,391,853 Doubtful - -

289,413,842 2,391,853

Other receivablesUnsecured, considered good 599,882,704 985,809,145 Doubtful - -

599,882,704 985,809,145 Less: Provision for doubtful debts - -

889,296,546 988,200,998

Other loans and advances (unsecured, considered good)

Short-termLong-term

Outstanding for a period exceeding six months from the date they are due for payment



17 Cash and bank balances


Cash and cash equivalentsBalance with banks In current accounts 10,523,178 1,034,714 Cash on hand 220,475 5,443,239

10,743,652 6,477,953 Other Bank BalanceMargin money deposit (For LC) 2,075,928 -

12,819,580 6,477,953

18 Other Current assets 31st March, 2018 31st March, 2017 In Rs. In Rs.

Rent Receivable 12,994,429 - Fixed Deposits (Pledge) 2,200,000 - Advances to Suppliers 32,146,997 - Advances to others for expenses 849,527 - Due from revenue authorities 19,630,654 - Others - 135,363,034

67,821,607 135,363,034

19 Revenue from Operations31st March, 2018 31st March, 2017

In Rs. In Rs. Revenue from operations (gross) 3,339,413,084 3,194,953,051 Less: Sales Return 942,223 -

3,338,470,861 3,194,953,051 Sale of Services 5,263,632 -

3,343,734,493 3,194,953,051 Less : VAT/GST 430,146,546 181,483,083 Revenue from operations (net) 2,913,587,947 3,013,469,968

20 Other income31st March, 2018 31st March, 2017

In Rs. In Rs. Interest income on

FD with Banks 488,355 2,289,084 FD with others 252,000

Rent Income - 2,416,680 Discount Received 38,850,399 - Forex gain 88,056 - Other Income 223,183 314,596

39,901,993 5,020,360



21 Cost of raw material and components consumed31st March, 2018 31st March, 2017

In Rs. In Rs.

Purchases 3,096,675,269 3,191,754,392 Less: VAT Reclassification 387,470,248 181,483,083

2,709,205,021 3,010,271,309

Cost of raw material and components consumed 2,709,205,021 3,010,271,309

22 (Increase)/Decrease in inventories31st March, 2018 31st March, 2017

In Rs. In Rs. Inventories at the end of the period Work-in-progress - 125,172,278 Stock of Material 103,743,109 79,525,618 Finished goods 212,327,343 368,438,475

- 316,070,452 573,136,371

Inventories at the beginning of the period Work-in-progress 125,172,278 - Stock of Material 79,525,618 - Finished goods 368,438,475 342,856,472

Stock in Transit 78,934,515 - 652,070,886 342,856,472

(Increase)/Decrease in inventories 336,000,434 (230,279,899)

23 Employee benefit expenses31st March, 2018 31st March, 2017

In Rs. In Rs.

Salaries, wages and bonus 17,417,628 41,084,961 Directors Remuneration 2,836,800 1,800,000 Staff welfare expenses 547,414 578,770

20,801,841 43,463,731

24 Depreciation and amortization expenses31st March, 2018 31st March, 2017

In Rs. In Rs.

Depreciation of tangible assets 6,915,525 17,915,178 Amortization of intangible assets 2,136,319 3,119,494

9,051,844 21,034,672



25 Finance costs31st March, 2018 31st March, 2017

In Rs. In Rs. Interest to banks/FI 98,839,796

Interest paid on CC accounts 26,420,770 Interest due but not paid on CC accounts -

Interest to parties/distributors 773,273 1,053,918 27,194,042 99,893,714

26 Other Expenses 31st March, 2018 31st March, 2017In Rs. In Rs.

Assemble Charges 1,864,291 - Audit Fees 1,000,000 1,000,800 Commission 414,368 324,590 Freight Charges 1,725,659 4,502,020 Packing Material 743,770 - Testing and maintainance Charges 1,023,749 2,956,038 Bank and related Charges 886,115 11,846,451 Loss on sale of car 528,047 - Business Promotion Expenses 787,327 2,446,073 Property Tax- Western Edge-1 Condominum 2,838,410 - LC Charges 947,483 - Administrative Expenses 14,129,058 12,726,879 Advertisement Expenses 8,876,321 - Discount, Rebate, Incentive & others 2,699,887 6,397,434 Other Expenses 1,854,750 2,532,261

40,319,235 44,732,546

27 Prior Period (Income) / Expense31st March, 2018 31st March, 2017

In Rs. In Rs.

Prior Period Income (Excess Depreciation Reversal) (24,356,656) -

(24,356,656) -



28 Earnings per share


(169,589,400) 17,391,060

8,427,903 8,314,800 Earnings per share (Basic ) (in Rs.) (20.12) 2.09

Earnings per share (Diluted ) (in Rs.) (20.12) 2.09

29 Related party transactionsName of the related party and related party relationshipsKey management personnel

Vishwamani M. Tiwari - Managing DirectorParag Malde - Chief Financial OfficerLijo Mathew Varghese - Company Secretary

Other DirectorsDipti Suresh More - DirectorArvind Singh - DirectorAlberto A. Zummo - Independent DirectorVaibhav Shastri - Independent Director

Relatives of key management personnelPrabha V. Tiwari

Enterprises over which key management personnel have significant influence : Prabhat Charter Services Pvt. Ltd.

Vee Three Informatics Limited

Associates over which key management personnel have significant influence :Prabhat Enterprises

a. Loans given, advances made and repayment thereof

Related Party

Loans given/advances made during the

year

Repayment made during the year

Interest accrued during

the year

Amount owed by related parties

Associate FirmPrabhat Enterprises 31.03.2018 5,630,436 898,550 - 8,383,744

31.03.2017 - - - 3,651,858

Weighted average number of equity shares in calculating basic

Net Profit after tax for calculation of basic and diluted EPS

The following reflects the profit and share data used in the basic and diluted EPS computations:

The following table provides the total amount of transactions that have been entered into with related parties for therelevant financial year:

Period/Year ended



b. Others Transactions during the period 31st March, 2018In Rs.

Remuneration to DirectorsVishwamani M. Tiwari 1,800,000 Parag Malde 600,000 Dipti More 436,800

2,836,800 Sales to Related PartyVee Three Informatics Limited 100,069,116

Benefits to RelativesSale of Motor Car to Prabha V. Tiwari 296,647

30 Contingent liabilities31st March, 2018

In Rs. Claims against the company not acknowledged as debtsIncome Tax demand for Assessment year 2012-13 6,354,141 Income Tax demand for Assessment year 2013-14 13,822,581 Income Tax demand for Assessment year 2014-15 11,764,520 TDS Default Liability 803,360 VAT Gujarat Demand in Appeal (High Court) 32,000,000 Countervailing Duty Refund (GST Trans 1) 26,262,331

91,006,933

31 Details Of Dues To Micro And Small Enterprises As Defined Under The MSMED Act, 2006

For Mahesh C. Solanki & Co. For and on behalf of the board of directors of ICAI firm reg. number: 006228C Prabhat Telecom (India) LimitedChartered Accountants

Sd/- Sd/- Sd/- Sd/-

CA. Jagdish Rathi Vishwamani Tiwari Parag Malde Lijo Mathew VarghesePartnerMembership no.: 039303

DIN: 01932624 DIN: 0535451 Membership no.: 43287


Company Secretary

Managing Director CFO& WTD

The identification of Micro, Small and Medium enterprises is based on the management's knowledge of their status. TheCompany has not received any intimation from suppliers regarding their status under "The Micro, Small and MediumEnterprises Development Act, 2006".



11 Tangible assets

Land & Buildings Plant and machinery Furniture and Fixtures

Office Equipment

Vehicles Total

Cost or valuationAs at 1st April, 2016 211,742,545 2,908,790 4,941,883 776,638 1,059,635 221,429,491 Additions - 24,605,415 340,509 112,793 - 25,058,717 Disposals - - - - - - Reclassification - - - - - - As at 31st March, 2017 211,742,545 27,514,205 5,282,392 889,431 1,059,635 246,488,208 Additions 562,523 22,958 23,400 252,086 - 860,967 Disposals - - - - 824,694 824,694 Reclassification - - - - - - Prior Period (Refer note 26) Excess Depreciation Reversal (prior period) 13,875,761 5,044,003 1,689,986 508,444 342,902 21,461,097 As at 31st March, 2018 226,180,829 32,581,166 6,995,778 1,649,962 577,843 267,985,578

DepreciationCharge for the year 16-17 10,255,762 5,026,388 1,603,112 592,992 436,925 17,915,179 Depreciation written back - - - - - - As at 31st March, 2017 10,255,762 5,026,388 1,603,112 592,992 436,925 17,915,179 Charge for the year 17-18 3,582,274 1,812,696 1,024,250 428,741 67,564 6,915,525 Written Off from opening Reserves - - - - - - As at 31st March, 2018 13,838,036 6,839,084 2,627,362 1,021,733 504,489 24,830,704

Net BlockAs at 31st March, 2017 201,486,783 22,487,817 3,679,280 296,439 622,710 228,573,029 As at 31st March, 2018 212,342,793 25,742,082 4,368,416 628,229 73,354 243,154,874


Fixed Assets AS per IT Act

WDV as on WDV as on From Dep.

on As on WDV as on WDV as on

01.04.2017

Addition befor

30.09.2017

Addition after

01.10.2017 31.03.2018 01.04.2017 Sold Asset 31.03.2018 31.03.2018 31.03.2017

(i) Tangible Assets

Plant & Machinery 15% 29,088,962 67,632 - 29,156,594 4,368,417 - 4,368,417 24,788,177 26,571,024

OE (Office Equipments) 15% 482,411 124,665 25,549 - 632,625 92,978 - 92,978 539,647 418,509

Computer & its Accessories 40% 2,111,221 19,800 107,621 - 2,238,642 873,933 - 873,933 1,364,709 845,568

Furniture 10% 10,069,303 23,400 - - 10,092,703 1,009,270 - 1,009,270 9,083,433 9,062,373

Building 10% 180,078,962 - 562,523 - 180,641,485 18,036,022 - 18,036,022 162,605,463 162,071,066

Current Year Total 221,830,859 167,865 763,325 - 222,762,049 24,380,620 - 24,380,620 198,381,429 198,968,540

Prabhat Telecom (India) LimitedNotes to Financial Statements for the year ended 31st Mar, 2018

ParticularsDep. Rate

Gross Block Depreciation Net Block

Addition Deduc

tion



1. Corporate information

2. Basis of Preparation

2.1 Significant accounting policies

(i) Use of Estimates

(ii) Security Premium Account

(iii) Fixed assets

(iv) Depreciation

Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less itsestimated residual value.Depreciation on tangible fixed assets of the Company has been provided on the straight-line method as perthe useful life prescribed in Schedule II to the Companies Act, 2013 except in respect of the followingcategories of assets, in whose case the life of the assets has been assessed as under based on independenttechnical evaluation and management’s assessment thereof, taking into account the nature of the asset, theestimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipatedtechnological changes, manufacturers warranties and maintenance support, etc.:

Prabhat Telecom (India) Limited ("the Company") {CIN: L72100MH2007PlC169551} was incorporated on 02nd April2007 at Mumbai, India. The company is engaged in EMS, designing, development and distribution of mobilephones & accessories.

The financial statements of the Company have been prepared in accordance with generally accepted accountingprinciples in India (Indian GAAP). The Company has prepared these financial statements to comply in all materialrespects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (asamended) and the relevant provisions of the Companies Act, 2013. The financial statements have been preparedon an accrual basis and under the historical cost convention. The accounting policies have been consistentlyapplied by the Company.

The preparation of financial statements in conformity with Indian GAAP requires the management to make

Share Premium account includes difference between consideration received in respect of shares and facevalue of shares.

Fixed Assets are carried at cost less accumulated depreciation and impairment losses, if any. The cost offixed assets includes interest on borrowings attributable to acquisition of qualifying fixed assets up to thedate the asset is ready for its intended use and other incidental expenses incurred up to that date.Subsequent expenditure relating to fixed assets is capitalised only if such expenditure results in an increasein the future economic benefits from such asset beyond its previously assessed standard of performance inaccordance with AS -10 (Revised) "Property, Plant and Equipment".


(vi) InventoriesInventories are valued as follows:

a) Raw materials, components, stores and spares

b) Work-in-progress and finished goods

(vii) Revenue recognition

(viii) Income taxes

Deferred income taxes reflect the impact of current year timing differences between taxable income andaccounting income during the current year and reversal of timing differences for the earlier years. Deferredtax is measured using the tax rates and the tax laws enacted or substantively enacted at the balance sheetdate.

Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient futuretaxable income will be available against which such deferred tax assets can be realized. In situations wherethe Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets arerecognized only if there is virtual certainty supported by convincing evidence that they can be realizedagainst future taxable profits.

Tax expense comprises both current and deferred tax. Current income-tax is measured at the amountexpected to be paid to the tax authorities in accordance with the Indian Income-tax Act, 1961 enacted inIndia.

Intangible Assets 6 years

(v) Borrowing costsBorrowing cost that are attributable to the acquisition and construction of a qualifying assets are capitalizedas a part of the cost of the asset. Other borrowing cost are recognised as an expense in the year in whichthey are incurred.

Raw materials, stores, spares & other components are valued at lower of cost and net realizable value.However, materials and other items held for use in the production of finished goods are not written downbelow cost if the finished products in which they will be incorporated are expected to be sold at or abovecost. Cost is determined on a First in First out Basis and includes all applicable overheads in bringing theinventories to their present location and condition.

Finished goods are valued at lower of cost and net realizable value. Cost of work in pogress includes direct

Revenue from the sale of goods is recognised on dispatch of appropriation of goods in accordance with theterms of sale and is net of excise duty, incentive on sales including commission, rebates and discounts.Exports sales are recognised on the basis of the date of bill of lading/airways bill.

Vehicles 8 yearsOffice Equipment 5 years

Plant and Machinery 15 yearsFurniture and Fixtures 10 years

Particulars Estimated Useful LifeBuildings 60 years


(ix)

(x) Provision and contingent LiabilitiesThe company creates aprovision where there is present obligation as a result of a past event that probablyrequires an outflow of resourse & a relaible estimate can be made of the amount of the obligation.Disclosures for a contingent laibility is made when there is a possible obligation or a present obligation thatmay , but probably will not, require an outflow of resources. where there is a possible obligation or apresent obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made.

Earning Per ShareBasic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity


PRABHAT TELECOMS (INDIA) LIMITED

CIN: L72100MH2007PLC169551 Regd Office: 402, Western Edge I, Kanakia Spaces, Western Express Highway,

Borivali (East), Mumbai 400066 Email: [email protected] Contact: 022-40676000

NOTICE NOTICE IS HEREBY GIVEN THAT THE 11TH ANNUAL GENERAL MEETING OF THE MEMBERS OF PRABHAT TELECOMS (INDIA) LIMITED WILL BE HELD AT THE REGISTERED OFFICE SITUATED AT UNIT NO. 402, 4TH FLOOR, WESTERN EDGE – 1, WESTERN EXPRESS HIGHWAY, BORIVALI (EAST), MUMBAI - 400066, ON THURSDAY, 20TH SEPTEMBER, 2018 AT 4.00 P.M. TO TRANSACT THE FOLLOWING BUSINESS:

Ordinary Business:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March 2018 together with reports of the Directors and Auditors thereon.

2. To re-appoint Mr. Dipti More, Director (DIN: 07148169), who retires from office by rotation being eligible, offers himself for reappointment.

Special Business:

3. To regularize the appointment of Mr. Alberto Zummo (DIN: 08071700) as an Independent Director.

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

“RESOLVED THAT pursuant to Section 149, Schedule IV and any other applicable provisions of the Companies Act, 2013 and the rules made there under, Mr. Alberto Zummo (DIN: 08071700), who was appointed as an Director of the Company by the Board of Directors on 24th February, 2018, consent of Shareholders of the Company be and is hereby granted to approve his appointment as an Independent Director of the Company who is not liable to retire by rotation.”

For and on behalf of the Board Prabhat Telecoms (India) Limited

Sd/-

Lijo Varghese Company Secretary Registered Office: 402, Western Edge I, Kanakia Spaces, Western Express Highway, Borivali (East), Mumbai 400066 Date: 13th August, 2018 Place: Mumbai


mailto:[email protected]

IMPORTANT NOTES: 1. Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013, in respect of business under item no. 3 above is annexed to the Notice convening the Annual General Meeting.

2. The Register of Members and the Share Transfer books of the Company will remain closed from Thursday, 13th September, 2018 to Thursday, 20th September, 2018 (both days inclusive) for the purpose of AGM.

3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY/ PROXIES NEED NOT BE A MEMBER OF THE COMPANY.

A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A Proxy Form is sent herewith. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/authority, as applicable.

4. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their Demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.

5. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts.

6. SEBI has also mandated that for Registration of transfer of securities, the transferee(s) as well as transferor(s) shall furnish a copy of their PAN card to the company for registration of transfer of securities.

7. Details as required in Sub-regulation (3) of Regulation 36 of the SEBI (Listing Regulations & Disclosure Requirements) Regulations, 2015 with the Stock Exchange in respect of the Directors seeking appointment/re-appointment at the Annual General Meeting, forms integral part of the notice. The Directors have furnished the requisite declarations for their appointment/re-appointment.

8. Any person whose name appears in the register of members as on the cut-off date i.e. 12th September, 2018 only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM.


9. Members who hold shares in the Dematerialized form are requested to bring their Client ID and DP ID numbers for easy identification of attendance at the 11th Annual General Meeting.

10. Corporate Members intending to send their authorized representatives to attend the Meeting are

Requested to send a certified copy of Board resolution authorizing their representative to attend and vote on their behalf at the Meeting.

11. Members / Proxies should bring their copy of the Annual Report and also the attendance slip duly filled in for attending the meeting.

12. Pursuant to Rule 18(3) of The Companies (Management and Administration) Rules, 2014, you are requested to provide your e-mail id to facilitate easy and faster dispatch of Notices of the general meetings and other communications by electronic mode from time to time.

13. Payment of dividend through ECS/NECS:- Not Applicable (Dividend is not declared by the company).

14. Electronic copy of the Annual Report for 2018 is being sent to all the members whose email IDs are registered with the Company/Depository Participant(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copy of the Annual Report for 2018 is being sent in the permitted mode.

15. Electronic copy of the Notice of the 11th Annual General Meeting of the Company inter alia indicating the process and manner of remote e-Voting along with Attendance Slip and Proxy Form is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, Physical copy of the Notice of the 11th Annual General Meeting of the Company inter alia indicating the process and manner of remote e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode.

16. VOTING THROUGH ELECTRONIC MEANS:

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the 11th Annual General Meeting (AGM) by electronic means and the business may be transacted through remote e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).

II. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.


III. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

IV. The remote e-voting period commences on 17th September, 2018 (09:00 am) and ends on 19th September, 2018 (5:00 pm). During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 12th September, 2018, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

V. A person who is not a member as on cut-off date, shall treat this notice only for information purpose only.

VI. The process and manner for remote e-voting are as under: A. In case a Member receives an email from NSDL [for members whose email IDs

are registered with the Company/Depository Participants(s)] :

(i) Open email and open PDF file viz; “Prabhat Telecoms.pdf” with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note that the password is an initial password.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

(iii) Click on Shareholder - Login (iv) Put user ID and password as initial password/PIN noted in step (i) above.

Click Login. (v) Password change menu appears. Change the password/PIN with new

password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

(vii) Select “EVEN” of “Prabhat Telecoms (India) Limited” (viii) Now you are ready for remote e-voting as Cast Vote page opens. (ix) Cast your vote by selecting appropriate option and click on “Submit” and

also “Confirm” when prompted. (x) Upon confirmation, the message “Vote cast successfully” will be

displayed. (xi) Once you have voted on the resolution, you will not be allowed to modify

your vote. (xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are

required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] with a copy marked to [email protected]

B. In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the Company/Depository Participants(s) or requesting physical copy] :




(i) Initial password is provided as below/at the bottom of the Attendance Slip for the AGM :

EVEN (Remote e-voting Event Number) USER ID PASSWORD/PIN

(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

VII. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

VIII. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.

IX. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

X. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 12th September, 2018.

XI. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 12th September, 2018, may obtain the login ID and password by sending a request at [email protected] or [email protected] (Issuer).

However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

XII. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.

XIII. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

XIV. Mr. Tariq Budgujar, Practising Company Secretary (Membership No. 47471 and Certificate of Practise No. 17462) has been appointed for as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.


http://www.evoting.nsdl.com/


http://www.evoting.nsdl.com/

XV. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “e-voting” for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

XVI. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

XVII. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.prabhatgroup.net and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Mumbai.

17. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Corporate Office of the Company during normal business hours (10.00 am to 5.00 pm) on all working days except Saturdays, up to and including the date of the Annual General Meeting of the Company.

For and on behalf of the Board Prabhat Telecoms (India) Limited Sd/- Lijo Varghese Company Secretary Registered Office: 402, Western Edge I, Kanakia Spaces, Western Express Highway, Borivali (East), Mumbai 400066 Date: 13th August, 2018 Place: Mumbai


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

Item No. 3

The Board at its meeting held on 24th February, 2018, appointed Mr. Alberto Zummo as an Independent director pursuant to Section 149 and Schedule IV of the Companies Act, 2013.

The Company has received consent in writing to act as director in Form DIR 2 and intimation in Form DIR 8 pursuant to Rule 8 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, to the effect that he is not disqualified under sub- section (2) of Section 164 of the Companies Act, 2013 and a declaration under Section 149 (6) of the Companies Act, 2013.

The Board considers that his association would be of immense benefit to the Company and it is desirable to avail his services as an Independent Director. Accordingly, the resolution Nos. 3 is being recommended, in relation to appointment of Mr. Alberto Zummo as an Independent Director, for the approval by the shareholders of the Company.



DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AS REQUIRED UNDER REGULATION 36 (3) OF THE SEBI (LISTING REGULATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

1. Re-Appointment of Mr. Dipti More who shall Retire by Rotation:

Sr. No. Particulars 1. Name of the Director Mr. Dipti More 2. Brief Resume Ms. Dipti More is Non-Executive Non Independent

Director of the Company. She is in-charge of banking and cash flows and has an experience of 10 years in Finance field.

3. Expertise in specific functional areas

Finance Field

4. Name of Other Companies in which the person holds Directorship (Public)

NA

5. Names of Other Companies in which the person also holds the Membership of the following Committees of the Board a) Audit Committee b) Nomination & Remuneration Committee c) Stakeholders Relationship Committee

- - -

6. Disclosure of Shareholding of non-executive directors

-

7. Disclosure of relationship inter se

None

2. Regularization of Independent Director Mr. Alberto Zummo:

Sr. No. Particulars 1. Name of the Director Mr. Alberto Zummo 2. Brief Resume Mr. Alberto Zummo is an experienced professional

in the field of Finance and Investment. Academically, he has earned Master’s Degree in Business Administration from Bacconi School of Management. Currently he serves as Director on the Board of Blackbourn Inc.

3. Expertise in specific functional areas

Finance and Investment

4. Name of Other Companies in which the person holds Directorship (Public)

-

5. Names of Other Companies in which the person also holds the Membership of the


following Committees of the Board a) Audit Committee b) Nomination & Remuneration Committee c) Stakeholders Relationship Committee

- - -

6. Disclosure of Shareholding of non-executive directors

None

7. Disclosure of relationship inter se

None



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: L72100MH2007PLC169551 Name of the company: PRABHAT TELECOMS (INDIA) LIMITED Registered office: 402, Western Edge I, Kanakia Spaces, Western Express Highway, Borivali (East), Mumbai 400066 Venue of the meeting: Unit No. 402, 4th Floor, Western Edge – 1, Western Express Highway, Borivali (East), Mumbai – 400066 Date & Time: Thursday, 20th September, 2018 at 4.00 pm Name of the member (s): Registered address: E-mail Id: Folio No / DP ID / Client ID: I/We, ____________________ being the member (s) of Prabhat Telecoms (India) Limited shares, hereby appoint

Sr. No.

Name of Proxy : Address E-mail Id Signature

1. 2. 3.

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 11th Annual General Meeting of the company, to be held on the Thursday, 20th September, 2018 at 4.00 pm at Unit No. 402, 4th Floor, Western Edge – 1, Western Express Highway, Borivali (East), Mumbai – 400066 and at any adjournment thereof in respect of such resolutions as are indicated below Resolution

No. Description

Ordinary Business

1. Receive, consider and adopt the audited accounts of the company for the financial year ended on 31st March 2018 and the report of the Auditors and Directors thereon.

2. To re-appoint Mr. Dipti More, Woman Director (DIN: 07148169), who retires from office by rotation being eligible, offers himself for reappointment.

3. To regularize the appointment of Mr. Alberto Zummo (DIN: 08071700) as an Independent Director.

Signed this _____ day of September 2018

Signature of shareholder: Signature of Proxy holder(s): Note: This form of proxy in order to be effective should be duly completed and deposited at the Corporate Office of the Company, not less than 48 hours before the commencement of the Meeting.

Affix Revenue

Stamp


ATTENDANCE SLIP

Eleventh Annual General Meeting of Prabhat Telecoms (India) Limited on Thursday, 20th September, 2018 at 4.00 pm

Regd. Folio No._______ DP ID___________ Client ID/Ben. A/C____________ No. of shares held______

I certify that I am a registered shareholder/proxy for the registered Shareholder of the Company and hereby record my presence at the Eleventh Annual General Meeting of the Company on Thursday, 20th September, 2018 at 4.00 pm at the Registered Office of the Company at Unit No. 402, 4th Floor, Western Edge – 1, Western Express Highway, Borivali (East), Mumbai – 400066

______________________________ __________________________________ Member’s/Proxy’s name in Block Letters Member’s/Proxy’s Signature

Note: Please fill this attendance slip and hand it over at the entrance of the Office.

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Eleventh Annual General Meeting of Prabhat Telecoms (India) Limited on Thursday, 20th September, 2018 at 4.00 pm

ELECTRONIC VOTING PARTICULARS

EVEN (E-Voting Event Number )

USER ID PASSWORD/PIN

109491

NOTE: Please read instructions given at Note no. 15 of the Notice of the 11th Annual General Meeting carefully before voting electronically.

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ROUTE MAP TO THE VENUE OF AGM


By Courier

2017-18

402, Western Edge I, Kanakia Spaces, Western Express Highway,Borivali (E), Mumbai - 400 066

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