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Quadrant Televentures Directors Report, Quadrant Tele Reports by Directors
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Quadrant Televentures
BSE: 511116|ISIN: INE527B01012|SECTOR: Telecommunications - Service
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« Mar 10
Directors Report Year End : Mar '11
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
 
 
 
 
 
 
 
 
Source : Dion Global Solutions Limited
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