To the Members of
QUADRANT TELEVENTURES LIMITED
(Formerly HFCL Infotel Ltd.)
The Directors take pleasure in presenting the Sixty Fourth Annual
Report of your Company together with the Audited Accounts for the
financial year ended March 31, 2011.
SUMMARY OF FINANCIAL RESULTS
The summarized Financial Results for the year ended March 31,2011 are
as under:
(Rs. in millions)
Particulars For the For the
year year
ended ended
March 31, March 31,
2011 2010
Gross Income -
- Service Revenue 2360.51 1962.09
- Other Income 22.87 16.07
Total 2383.38 1978.16
Total Expenditure 3130.47 1964.01
Operating Profit before
Finance Charges, Depreciation,
Amortisation and Loss on sold/ (747.09) 14.15
discarded Fixed Assets¦''
Diminution in Value of Investments - -
(Gain) on sale of Fixed Assets (24.75) (14.30)
Loss on sold/discarded Fixed
Assets and Capital work in progress - 19.00
Finance Cost 278.67 (704.24)
Foreign Exchange (Gain) / Loss (0.46) (34.61)
Depreciation and Amortisation 1230.24 950.17
Loss for the year before prior
period Expenditure and Tax 2230.79 201.87
Prior period Expenditure (net) 5.87 4.58
Loss for the year before Tax 2236.67 206.45
Provision for taxation for earlier
years - -
Loss for the year from ordinary and
extraordinary activities 2236.67 206.45
Loss brought forward from
previous year 11400.33 11193.88
Loss carried to the Balance Sheet 13637.00 11400.33
PERFORMANCE
The Company holds the UASL (Unified Access Services License) for
providing Telephony Services in the Punjab Telecom Service Area
comprising of the state of Punjab, the union territory of Chandigarh
and the Panchkula Town of Haryana. Currently, the Company is providing
Fixed Voice (Landline) services, DSL (Internet) services, Leased Line
services, CDMA Mobile Services and GSM Mobile Services in the Punjab
Telecom Circle.
As on March 31, 2011, the Broadband DSL subscriber base touched
1,04,850 (previous year 87,354) witnessing a growth of about 20%, ''and
the'' Fixed Voice (Landline) Subscriber Base touched 1,89,988 (previous
year 154,743); the CDMA Mobile Services Segment customer base declined
by about 7% to 2,41,798 subscribers (previous year 2,59,456).
As of March 31, 2011, the GSM Mobile Services Segment customer base has
touched 12,27,493 (previous year 332), at the end of first year of
operations.
The Service Revenue of the Company increased by 20% from Rs. 1962.09
million in 2009-10 to Rs. 2360.51 million in 2010-11. However, in view
of the extensive GSM Network Rollout for launching its GSM Operations,
the Operating Expenses went up from Rs. 1964.01 million in 2009-10 to
Rs. 3130.47 million in 2010-11.
Consequently, the Operating Profits from Telecom Services (before
finance charges, depreciation and loss on sold/ discarded fixed assets)
reduced from Rs. 14.15 million in the year 2009-10 to Rs. (747.09)
million during the year ended March 31, 2011.
DIVIDEND
As on March 31, 2011, the Company had accumulated losses. Your
Directors, therefore, have not recommended any dividend for the
financial year 2010-11.
TRANSFER TO RESERVES
During the year under review, no amount has been transferred to
reserves.
MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF FINANCIAL
YEAR AND THE DATE OF REPORT
Restructuring of Liabilities:
In accordance with the terms and conditions of the Corporate Debt
Restructuring Package (CDR Package) approved by the Corporate Debt
Restructuring Cell (CDR Cell) vide its letter No. CDR (JCP) 563/2009-10
dated August 13, 2009 and the consequent approval of the terms and
conditions of the CDR Package by the shareholders through the process
of Postal Ballot the result of which was declared on September 3, 2010,
the company has:
(i) Repaid 25% of the Term Loan/ Interest outstanding to the Financial
Institutions/Banks — amounting to Rs. 159.84 crores - on July 06,2010
and July 07, 2010.
(ii) Issued 2% (two percent) Cumulative Redeemable Preference Shares of
Rs. 100/- (Rupees One Hundred only) each, fully paid up, aggregating
Rs. 159.84 crore to the Lenders on November 09, 2010, viz. Financial
Institution/Banks — by way of conversion of 25% of the outstanding.
(iii) The Company is presently, taking steps for the issuance of
Secured Non Convertible Debentures of Rs. 100/- (Rupees One Hundred
only) each, fully paid up aggregating Rs. 319.69 ;crores to the
Financial Institutions/Banks by way of conversion of 50% of the
Outstanding debt.
CHANGE OF NAME OF THE COMPANY
Pursuant to the approval of the shareholders accorded by way of Postal
Ballot on September 3, 2010 the name of the company was changed from
HFCL Infotei Limited to Quadrant Televentures Limited. Fresh
Certificate of Incorporation in this regard was issued by the Registrar
of Companies, Mumbai as of September 24,2010.
CHANGE OF REGISTERED OFFICE OF THE COMPANY
Pursuant to the approval of the shareholders accorded by way of Postal
Ballot on September 3, 2010, the Registered Office of the Company was
shifted from Mumbai to Aurangabad within the state ;of Maharashtra.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Since the Company does not carry on any manufacturing activity, the
provisions of Section 217(1) (e) of the Companies Act, 1956 relating to
Conservation of Energy are not applicable. However, the Company is
regularly taking steps to conserve energy. During the year under
review, the Company has not spent any amount on Research and
Development and Technology Absorption.
During the year, there were no foreign exchange earnings; the total
foreign exchange outgo was to the tune of Rs. 136.76 million, which was
on account of import of material, finance charges and travel expenses.
SHARE CAPITAL
The total issued, subscribed and pa|d up equity share capital of the
company comprises of 612,260,268 equity shares of Rs. 10/- each, fully
paid up aggregating Rs. 612,26 crores; the Equity Shares are listed on
the Bombay Stock Exchange.
VOLUNTARY DELISTING OF THE SHARES OF THE COMPANY FROM MADRAS STOCK
EXCHANGE
Pursuant to the application made by the Company for Voluntary Delisting
of its equity share capital from the Madras Stock Exchange (MSE), the
formal approval/ confirmation has been received from MSE on March 15,
20ll. The Equity Shares of the Company are now listed only on the
Bombay Stock Exchange (BSE).
DIRECTORS
The Board of Directors comprises of four independent directors viz. Mr,
Babu Mohanlal Panchal, Mr. Yatinder Vir Singh, Mr.S/ine''y Kumar
(Nominee Director of IDBI Bank) and Mr. Vinay Kumar Monga. Mr. Rajesh
Kandwal (Nominee Director of Life Insurance Corporation of India)
resigned from the Board of Directors with effect from December 22,
2010,
In accordance with Section 260 of the Companies Act, 1956 read with
Clause 104 of the Articles of Association of the Company, Mr. Babu
Mohanlal Panchal retires by rotation at the forthcoming Annual General
Meeting and being eligible offers himself for re-appointment.
Your Directors recommend his appointment at the forthcoming Annual
General Meeting.
AUDITORS
M/s Khandelwal Jain & Co., Chartered Accountants, who were appointed as
the Statutory Auditors of the Company in the 63rd Annual General
Meeting of the company, hold office until the conclusionof the
forthcoming Annual General Meeting. The Auditors have expressed their
willingness to act as the statutory Auditors of the Company; the
Company has received the requisite Certificate pursuant to Section
224(1B) of the Companies Act, 1956 from M/s Khandelwal Jain & Co. ,
regarding their eligibility for re-appointment Your Directors therefore
recommend the appointment of M/s Khandelwal Jain & Co. as the Statutory
Auditors at the ensuing Annual General Meeting.
PARTICULARS OF EMPLOYEES
The details of employees drawing remuneration in excess of the monetary
ceiling in accordance with the revised provisions of Section 217 (2A)
of the Companies Act, 1956, read with Companies (Particulars of
Employees) Rules, 1975, during the financial year 2010-11, is annexed
as Annexure ''A'' forms part of this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of provisions of Section 217 (2AA) of the Companies Act, 1956,
your Directors confirm as under: -
(i) that in the preparation of the annual accounts for the financial
year ended March 31, 2011, the applicable accounting standards have
been followed along with proper explanations relating to material
departures;
(ii) that the Directors have selected appropriate accounting policies
and applied them consistently, made changes wherever required,
disclosed the same in the financial statements wherever applicable and
made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at
March 31, 2011 and of the loss of the Company for the said period;
(iii) that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities and
(iv) that the Directors have prepared the accounts for the financial
year ended March 31, 2011 on a going concern basis.
SUBSIDIARY
The Company had promoted — Infotel Tower Infrastructure Private Limited
— a Subsidiary Company in 2008, with the object of creating
Infrastructure for telecom operations, manpower outsourcing and trading
activities related to telecommunication operations. During the year,
Infotel Tower Infrastructure Private Limited became a wholly owned
subsidiary of the Company; Information on Infotel Tower Infrastructure
Private Limited as required under Section 212 of the Companies Act,
1956 is provided in Annexure to this Report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard AS-21 pertaining to
Consolidated Financial Statement read with Accounting Standard AS-23 on
Accounting for Investments in Associates, your Directors have pleasure
in presenting the Consolidated Financial Statements, which form part of
the Annual Report & Accounts.
FIXED DEPOSITS
The Company has not accepted/renewed any deposits from the public under
section 58A of the Companies Act, 1956 during the year. The Company had
discontinued the NBFC business in the year 2004 and transferred the
entire outstanding amounts to an Escrow Account maintained with
Oriental Bank of Commerce. In respect of the request received from
depositors from time to time, the Company has been making the payment
of the amount of deposits out of the said Escrow Account. Certain
amount of deposits which were unclaimed for a period of seven years
have been transferred to the Investor Education and Protection Fund
(IEPF) in terms of the provisions of section 205C of the Companies Act,
1956 out of said Escrow Account, as and they became due. The unclaimed
amounts as at March 31, 2011 was Rs. 1.18 million.
AUDITORS'' REPORT
The Statutory Auditors of the Company, M/ s. Khandelwal Jain & Co.,
Chartered Accountants, have submitted Auditors'' Report on the accounts
of the Company for the accounting period ended March 31, 2011, which is
self explanatory.
MANAGEMENT''S EXPLANATION TO THE AUDITORS'' OBSERVATIONS:
Auditors Observation
As mentioned in Note 8(a) of schedule 22 to the Financial Statements,
based on Company''s request Corporate Debt Restructuring (CDR) cell vide
their letter dated August 13, 2009 (CDR letter) has revised the terms
of CDR scheme with effect from April 1, 2009. The Company has accounted
for the impact of revised CDR scheme as approved by CDR Cell after
complying with the most of the terms and conditions stipulated therein,
however compliance of the some of them is still in process. These
financial statements do not include any adjustment which may arise due
to inability of the management to fulfill the remaining conditions
precedent.
Management''s Explanation
The Company has given effect to most of the terms and conditions of the
revised Corporate Debt Restructuring (CDR) Scheme. Compliance of some
of the terms and conditions are under way. The Company is confident of
fulfilling the remaining conditions precedent for the complete
implementation of the Revised CDR Scheme and would fully implement the
remaining terms of the Revised CDR Scheme on the completion of such
approvals and conditions precedent. The Management does not foresee any
financial implications on account of the delay in the implementation of
the same.
CORPORATE GOVERNANCE
Corporate Governance and Management Discussion and Analysis Reports as
well as Corporate Governance Compliance Certificate are being presented
as Annexure to this report.
HUMAN RESOURCE (HR) DEVELOPMENT
The Company''s HR policies and processes are continuously aimed at
intellectual growth and orientation in order to effectively motivate
the employees at all levels in the drive for growth and expansion of
the Organization''s business. Regular innovative programes for learning
and development are drawn up in order to create an encouraging work
environment for empowering the employees at all levels and maintaining
well structured reward and recognition mechanism. The Company
encourages its employees to strengthen their entrepreneurial skills in
order to enhance the Organization''s productivity and creativity.
ACKNOWLEDGEMENTS
Your Directors wish to express their gratitude for the wholehearted
support received throughout the year from the Financial Institutions,
Banks/ Lenders various Central and State Government Departments,
Business Associates, Shareholders and Subscribers.
Your Directors take this opportunity to put on record their sincere
appreciation for the contribution made by the employees at all levels.
For and on behalf of the Board of Directors
(Babu Mohanlal Panchal) (Yatinder Vir Singh)
Director Director
Place: Mohali
Date : August 10, 2011
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