1. Background
(a) Nature of business and ownership
Quadrant Televentures Limited (Formerly known as HFCL Infotel Limited)
(''the Company'' or ''QTL''), Unified Access Services Licensee for Punjab
Circle (including Chandigarh and Panchkula), is providing complete
telecommunication services, which includes voice telephony, both
wireline and fixed wireless, CDMA and GSM based mobiles, internet
services, broadband data services and a wide range of value added
service viz., centrex, leased lines, VPNs, voice mail, video
conferencing etc. The services were commercially launched in October
2000 and as on March 31, 2011, the Company has an active subscriber
base of over 1,764,129.
The Company was incorporated on August 2, 1946 with the name of The
Investment Trust of India Limited (ITI) which was subsequently changed
to HFCL Infotel Limited on May 12, 2003. This was done pursuant to a
Scheme of amalgamation (the Scheme), approved by the Hon'' able High
Court of the State of Punjab and Haryana and the State of Tamil Nadu on
March 6, 2003 and March 20, 2003, respectively, whereby the erstwhile
HFCL Infotel Limited (name earlier allotted to the transferor Company)
(''erstwhile HFCL Infotel'') was merged with the Company with effect from
September 1, 2002. As per the Scheme envisaged, the Company''s then
existing business of hire purchase, leasing and securities trading was
transferred by way of slump sales to its wholly owned subsidiary, Rajam
Finance & Investments Company (India) Limited (''Rajam Finance'') with
effect from September 1, 2002. Rajam Finance was renamed as The
Investment Trust of India Limited with effect from June 17, 2003 and it
ceased to be the subsidiary of the Company with effect from September
30, 2003, due to allotment of fresh equity by Rajam Finance to other
investors.
The Company, during the year ended March 31, 2004, surrendered its
license granted by Reserve Bank of India (''RBI'') to carry out NBFC
business. RBI confirmed the cancellation of the NBFC license as per
their letter dated May 24, 2004.
On September 24, 2010 the name of Company was changed to Quadrant
Televentures Limited.
Infotel Tower Infrastructure Private Limited (TTIPL'') is a Subsidiary
Company. During the year the Company has acquired beneficial interest
in the remaining 20 equity shares which were earlier held by the
subscribers to the Memorandum of Association; declaration of beneficial
Interest in the said shares has been duly filed with the Registrar of
Companies. Consequently, the company now holds 100% of the issued
equity share capital in the subsidiary company. The principal business
of the Company is building, establishing, setting-up, accruing,
developing, advising on, managing, providing, operating and/ or
maintaining, facilitating conduct of, fully or partially infrastructure
facilities and services thereof for all kinds of value added services
including Broadband Towers for telecom operations/services, payment
gateway services and international gateway services.
(b) License Fees
The Company obtained licence for Basic Telephony Service for the Punjab
circle (including Chandigarh and Panchkula) by way of amalgamation of
the erstwhile HFCL Infotel with the Company. Erstwhile HFCL Infotel had
obtained this licence under fixed license fee regime under National
Telecom Policy (''NTP'') 1994, valid for a period of 20 years from the
effective date, and subsequently migrated from the fixed license fee
regime to revenue sharing regime upon implementation of NTP 1999.
Further to the Telecom Regulatory Authority of India''s (''TRAI'')
recommendations of October 27, 2003 and the Department of
Telecommunications (''DoT'') guidelines on Unified Access (Basic &
Cellular) Services Licence (''UASL'') dated November 11, 2003, the
Company migrated its licence to the UASL regime with effect from
November 14, 2003. A fresh License Agreement was signed on May 31,2004.
Pursuant to this migration, the Company became additionally entitled to
provide full mobility services. HFCL Infotel also entered into a
Licence Agreement dated June 28, 2000, and amendments thereto, with DoT
to establish maintain and operate internet service in Punjab circle
(including Chandigarh and Panchkula).
Fixed license fees of Rs. 1,775,852,329 paid under the old license fee
regime from inception till July 31,1999, were considered as the License
Entry Fees of the Punjab circle (including Chandigarh and Panchkula) as
part of the migration package to NTP 1999.
With effect from August 1, 1999, the Company is required to pay revenue
share license fees as a fraction of Adjusted Gross Revenue (''AGR''), The
revenue share fraction was set at 10% of AGR with effect from August 1,
1999 and was reduced to 8% of AGR with effect from April 1, 2004. In
addition, spectrum charges calculated at 3 per cent of the AGR earned
through the wireless technology is payable under the license agreement.
Income from internet services is excluded from the service revenue for
the purpose of the calculation of AGR.
During the year ended March 31, 2008, the Company has deposited the
entry fee of Rs. 1,517,500,000 with The Department of Telecommunication
(''DOT'') for the use of GSM Technology in addition to CDMA technology
being used under the existing Unified Access Services Licence (''UASL'')
for the Punjab Service Area. The UASL has since been amended to
incorporate the license for use of GSM technology on January 15, 2008
vide DOT''s letter number F.No. 10-15/2004/ BS.II/HITL/ Punjab/17 dated
January 15, 2008. The Company has launched its GSM services on March
29, 2010 in Punjab Circle.
(c) Project Financing
The Company''s project was initially appraised by Industrial Development
Bank of India (TDBI'') during the year ended March 31, 2000.
Pursuant to the migration to UASL regime, the consortium of lenders,
led by IDBI, through the Corporate Debt Restructuring (''CDR'') mechanism
approved an overall restructuring of the liabilities of the Company and
thereby revised the peak funding requirements,
Further, the CDR Empowered Group has approved the proposal of the
Company for expansion of services, change in the scope of the project,
cost of project and means of finance and restructuring of debt as per
the letter dated June 24,2005. As per the said proposal, the peak
funding requirement has been further revised and the principal
repayment of existing term loan was rescheduled to be repaid between
May 1, 2008 and April 1, 2016. Moreover, the rate of interest on
existing term loan, secured OFCDs and working capital shall be 9.3% per
annum monthly compounding. The secured OFCD were to be converted into
equity shares at par subject to applicable provisions of SEBI
guidelines and other relevant Acts during financial year ended March
31, 2006.
During the year, the Company has incurred losses of Rs. 2,236,667,344
resulting into accumulated loss of Rs. 13,636,994,938 as at March
31,2011 which has completely eroded its net worth and has a net current
liability of Rs. 6,588,544,442. The ability of the Company to continue
as a going concern is substantially dependent on its ability to
successfully arrange the remaining funding and achieve financial
closure to fund its operating and capital funding requirements and to
substantially increase its subscriber base. The management in view of
its business plans and support from significant shareholders is
confident of generating cash flows to fund the operating and capital
requirements of the Company. Accordingly, these statements have been
prepared on a going concern basis.
1. Commitments and contingent liabilities not provided for in respect
of:
Sr. Description As at As at
No. March 31, March 31,
2011 2010
I. Estimated Value of Contracts
remaining
To be executed on capital 296,671,624 1025,925,638
account and not provided for
net of capital advances
Rs. 2,677,951 (March 31,2010 -
Rs. 1,214,168)
II. Contingent Liabilities and
Commitments
Financial Bank Guarantees 74,134,394 185,159,908
(refer Note (a) below)
Performance Bank Guarantees 53,542,500 52,782,810
(refer Note (a) below)
III. Open Letters of Credit 14,143,944 3,612,292
(Margin deposit for above
Rs. 1,414,394 (March 31, 2010 -
Rs. 361,229)
IV. Income-tax matters under 11,837,921 10,997,359
Appeal
(refer Note (b) below)
V. Claims against the Company 5,381,816 6,004,468
not acknowledged as
debts - mainly representing
miscellaneous claims filed
against the Company, which
are subject matter of litigation,
VI. Others (refer to Note (c,d,e,f, 852,854,133 856,657,573
g and h) below)
Total 1,308,566,332 2,141,140,048
(a) Financial bank guarantees as at March 31, 2011 of Rs. 74,134,394
(March 31, 2010 - Rs. 185,159,908) and performance bank guarantees of
Rs. 53,542,500 (March 31, 2010 - Rs. 52,782,810) are secured. The
details of security created are detailed out in Note No. 9 (a) below.
(b) The Company has certain income tax related matters pending with
Income Tax Appellate Tribunal for the Assessment Year 2001-02
aggregating to Rs. 11,837,921 (March 31, 2010 - Rs. 10,997,359).
(c) The Wireless Finance Division of Department of Telecommunications
has claimed an outstanding of Rs. 29,585,211 towards the Spectrum
Charges dues from year 2001 to year 2005 vide their letter
1020/48/2005-WFD dated October 7, 2005. The Company has submitted its
reply to the department on October 25, 2005 confirming the total due of
Rs. 29,472 only and paid the said amount. The Wireless Finance Division
of Department of Telecommunications has subsequently claimed Rs.
39,310,176 vide letter number 1020/48/2005-WFD dated September 13,2006
towards the Spectrum Charges dues from year 2001 to year 2006. The
Company has submitted a detailed reply on October 31, 2006. During the
year ended March 31,2008, out of the above demand, the Company has
deposited Rs. 1,801,241 under protest towards the interest due till
August 31, 2006. Wireless Finance Division of Department of
Telecommunications has updated their claim to Rs. 70,604,092 towards
Spectrum Charges dues from January 1, 2000 to September 30, 2008 vide
letter number 1020/29/WR/07-08 dated October 24, 2008. The Company has
once again made a written representation vide its letter dated December
8, 2008 and August 12, 2009. Subsequently DOT has revised their demand
to Rs. 70,528,239 vide Letter No. 1020/48/WFD/2005-06/ Dated
September 6, 2010 to which the Company has made representations vide
letter dated September 23, 2010, February 3, 2011 and March 17, 2011.
The reply of which has not been received. Based on the legal opinion,
the Company is confident that no liability would accrue regarding the
same in future.
(d) During the year ended March 31, 2007, Bharat Sanchar Nigam Limited
(''BSNL'') has raised supplementary bill dated August 10, 2006 for Rs.
167,614,241 towards Inter- connect Usage Charges (TUC) and Access
Deficit Charges (''ADC'') for the period November 14, 2004 to August 31,
2005 on the Company. BSNL further raised invoices to the tune of Rs.
99,346,533 on similar grounds for the period September 1, 2005 to
February 28, 2006.These charges are on account of unilateral
declaration of the Company''s Fixed Wireless and Wire line Phone
services as Limited Mobility Services by BSNL. The Company has
submitted its reply to BSNL on August 23, 2006 asking for the
calculation/ basis for the additional amount raised towards IUC and ADC
by BSNL for Rs. 167,614,241. Subsequently, BSNL issued a disconnection
notice on August 26, 2006 which required the payment of Rs. 208,236,569
(including Rs. 167,614,241). The Company has submitted details to BSNL
for payments already made for Rs. 40,622,328. The Company has
approached Hon''ble TDSAT on the subject matter and a stay order was
granted on Company''s petition No. 232 of 2006 against the disconnection
notice on September 21, 2006. BSNL Jalandhar Office subsequently raised
a supplementary bill dated March 20, 2007 for Rs. 5,206,780, to which
the Company has submitted its reply on March 23, 2007 intimating that
the matter being sub-judice and pending decision by the Hon''ble TDSAT,
no coercive action be taken against the Company. The hearing on the
matter has been completed and the Hon''ble TDSAT has pronounced the
judgment on May 21, 2010 in Company''s favour and has directed that BSNL
and the Company should exchange relevant information and reconcile tl*
differences. In the absence of information from BSNL, the Company is
not in a position to determine the liability with respect to this
matter. The Company, based on expert legal opinion, believes that there
would be no financial liability against such bills and accordingly, has
not recorded any liability towards the IUC and ADC supplementary bills
during the year ended March 31, 2011.
(e) The Company is in receipt of Show Cause Notice dated June 4, 2007
from. Department of Telecommunications (''DoT'') for non fulfilment of
first year''s roll-out obligations of Unified Access Service License
(''UASL'') Agreement for Punjab Service Area, where in the licensee as
per the terms of the license agreement was required to ensure that at
least 10% of the District Headquarter/Towns are covered in the first
year of the date of migration to UASL which commences from the date of
Test Certificate issued by Telecom Engineering Centre (''TEC''). As
stated by DoT in the Show Cause Notice issued, the Company has violated
the conditions of UASL and accordingly Liquidated Damages of Rs.
70,000,000 has been imposed and DoT has also sought explanation within
21 days as to why they should not take action against the Company under
the UASL Agreement to which the Company has replied on September 27,
2007 that the Company has not violated the conditions of UASL and based
on expert legal advice, the Company believes that there would be no
financial liability against such claims of DoT and accordingly, has not
recorded any liability towards the Liquidated Damages during year ended
March 31, 2011.
(f) The Company is in receipt of a demand of Rs. 433,158,340 from
Bharat Sanchar Nigam Limited (''BSNL'') on December 20,2008 on account of
unilateral revision of access charges vide its letter dated April
28,2001 for the period from June 2001 to May 2003, in contravention of
the Interconnect Agreement and TRAI Regulations. The Company,
Association of Unified Service Providers of India ''AUSPF (erstwhile
Association of Basic Telephone Operators ''ABTO) and other Basic Service
Operators contested aforesaid revision in the rates of access charges
before Telecom Dispute Settlement Appellate Tribunal (''TDSAT''). TDSAT
vide its reasoned and detailed judgement dated April 27, 2005 allowed
the refund claims and struck down the unilateral revision in the rates
of access charges by BSNL and held that Telecom Regulatory Authority of
India (''TRAI'') is the final authority for fixing of access charges and
access charges would be payable as rates prescribed by the TRAI and as
per the Interconnect agreements. BSNL preferred an appeal in Hon''ble
Supreme Court against the order of TDSAT and an interim stay was
granted on October 19> 2006 Therefore aggrieved by such unilateral
action on the part of BSNL by raising aforesaid demand and disturbing
the status-quo, applications were moved by the Company, AUSPI and other
Operators in the Hon''ble Supreme Court vide C.ANo. 5834-5836 of 2005
that was listed for hearing on February 9, 2009 and Hon''ble Supreme
Court passed an order clarifying its previous order of October 19, 2006
and stayed the refunds claim against the BSNL there by upholding the
TDSAT order dated April 27, 2005 whereby BSNL is refrained from raising
the access charges demand. The Company based on the legal opinion
believes that there would be no financial liability against this demand
and has accordingly not recorded any liability towards access charges
during the year ended March 31, 2011.
(g) The Company is in receipt of demand of Rs. 7,000,000 from
Department of Telecommunications (''DoT''), Licensing Group (Access
Services) vide their letter dated October 21,2009 for issuance of SIM
cards on fake ID in Punjab Service Area, where in the Licensee was
required to ensure adequate verification of each and every customer
before enrolling him as a subscriber. The Company has replied to DoT
vide letter dated November 14, 2009 that the levy of penalty imposed by
DoT was based on verification done by an agency other than the DOT -
TERM Cells and the exercise was carried out suo moto and in complete
disregard of the established procedures and guidelines laid by DoT.
Accordingly the Company has requested DoT to have this validation done
by the DOT - TERM Cell. The Company believes that there would be no
financial liability against this demand and has accordingly not
recorded any liability towards penalty during the year ended March 31,
2011.
(h) The Company is in receipt of a demand of Rs. 4,157,718 from Bharat
Sanchar Nigam Limited (''BSNL'') on February 2, 2009 on account of port
charges for the year 2008-09, passive link charges, duct cost for
passive link and active link charges. Out the above Rs. 430,131
pertaining to port charges for the year 2008 - 09 and active link
charges was paid by the Company vide receipt number 189 dated February
18,2009. The amount of Rs. 3,727,587 towards the duct cost for passive
link and passive link charges was not acceptable by the Company as the
demand raised by BSNL was unilateral and unjust. The Company filed a
petition vide petition number 41(C) of 2009 with Telecom Dispute
Settlement and Appellate Tribunal (''TDSAT'') to which the Company was
granted a stay order dated March 25,2009 restraining BSNL from
recovering the dues from the Company. The hearing on the matter has
been completed on February 11, 2010 and the judgement from Hon''ble
TDSAT was delivered December 22, 2010 in fSvour of BSNL where in the
Company was required to make payment amounting to Rs. 5,191,862 to
BSNL. The said payment has been made in compliance with die order.
3. Managerial remuneration
The above managerial remuneration does not include provision of
gratuity of Rs. 56,688 (March 31, 2010 - Rs. 36,607) and leave
encashment of Rs. 129,613 (March 31, 2010 - Rs. 58,488), as these
provisions are computed on the basis of an actuarial valuation done for
the Company and are provided in the financials (Refer Schedule 13).
Value of perquisites and other allowances has been determined in
accordance with the provision of the Income-tax Act, 1961.
7. Share Capital
Equity shares
(a) As of date, the entire paid up Equity Share Capital of the company
comprising of 612,260,268 equity shares of Rs. 10 each, stands listed
on the Bombay Stock Exchange (BSE) Consequent upon the issuance of
8,67,43,116 equity shares allotted pursuant to the conversion of
75,51,178 OFCDs along with interest accrued thereon to the Financial
Institution/Banks on July 8, 2009, the non-promoter shareholding in the
Company increased from 38.02% to 46.80%, and the Promoters''
Shareholding decreased from 61.97% to 53.19%, whereupon the Company
requested BSE to grant listing of unlisted shares without insisting
upon the stipulation of the condition for ''Offer for Sale. BSE, vide
its letter DCS/AMAL/RCG/GEN/1108/2008-09 dated February 13, 2009,
inter-alia, agreed to exempt the condition imposed on the Company to
comply with requirement of making an offer for sale in the domestic
market, subject to compliance of certain procedural requirements
including ''three years lock- in'' period of 25% of equity shares that
had been issued pursuant to the merger on June 17, 2003 i.e. 25% of
432,000,250 shares (108,000,063 equity shares). The Company had - in
compliance with the conditions stipulated by BSE - placed under lock-in
108,000,063 equity shares on May 14, 2009 for a period of 3 years
ending May 15, 2012. The Company has also complied with all other
necessary requirements pursuant to the letter from BSE dated February
13, 2009 related to 83,070,088 equity shares issued pursuant to
corporate debt restructuring scheme. BSE had also agreed to grant
in-principle approval for allotment of 86,743,116 equity shares to be
issued to Banks and financial institutions on conversion upon filing of
necessary listing application, which the Company has filed, vide its
letter no. HlTLfS&L/S-Ol/09/472 and 473 dated March 07, 2009.
Consequently, vide their notice 20090514-12 dated May 14, 2009 hosted
on it''s website BSE had granted Listing and Trading permission in
respect of the 432,000,250 equity shares issued pursuant to scheme of
amalgamation. BSE had also granted Listing approval in respect of the
83,070,088 equity shares allotted as aforesaid vide their letter number
DCS/PREF/DMN/FIP/239/09-10 dated May 25, 2009 and the shares were
Listed by BSE vide its notice number 20090605-20 dated June 5, 2009
(b) Out of the total paid up equity share capital comprising of
612,260,268 equity shares of Rs. 10 each, 8,67,43,116 equity shares of
Rs. 10/- each (allotted on July 08, 2009, after obtaining in principle
approval from the BSE and MSE. upon the conversion of Optionally Fully
Convertible Debentures (OFCDs) allotted pursuant to the Corporate Debt
Restructuring (CDR) Cell) Consequently, the Listing approval in respect
of these shares was granted by Bombay Stock Exchange (BSE) vide its
letter number 20090813-08 dated August 13, 2009 w.e.f. August 14, 2009
and by the Madras Stock Exchange Limited vide its letter No. MSE/LD/
PSK/738/215/09 dated September 01, 2009 w.e.f September 01, 2009.
Out of the total paid up equity share capital comprising of 612,260,268
equity shares of M0 each, 326,705,000 equity shares of Rs. 10/- each
representing 53.3605% of the total Paid-up share capital of the Company
- which were earlier held by Himachal Futuristic Communications Limited
- the erstwhile promoter or Holding Company) till April 3, 2010, were
acquired by M/s. Quadrant Enterprises Private Limited on 3rd April,
2010 in compliance with the SEBI Exemption Order in pursuance of the
proposal for settlement/ change of management of the Company approved
under the Corporate Debt Restructuring Scheme (CDR Scheme) as approved
by the Corporate Debt Restructuring Cell (CDR Cell) on August 13, 2009.
(c) On March 31, 2004, the Company obtained the approval from the
shareholders for de-listing the shares listed in the Calcutta Stock
Exchange Association Limited (''CSE'') and complied with all the
necessary requirements for delisting and submitted its application in
CSE. Despite repeated reminders, the Company has not yet received CSE''s
approval in this regard.
(d) Pursuant to the Company''s application in this regard, for Voluntary
Delisting pursuant to the provisions of regulation 6(a) and 7(1) of the
Securities and Exchange Board of India (Delisting of Equity Shares)
Regulation, 2009, the Madras Stock Exchange (MSE), MSE has vide its
letter dated March 15, 2011, accepted and accorded its consent to the
Voluntary Delisting of the company''s shares vide its letter No.
MSE/LD/PSK/731/109/11 dated March 15,2011 accepting the Voluntary
delisting of the company''s equity shares from the MSE.
8. Secured Loans
(a) As per the CDR Scheme approved on March 10, 2004 and subsequently
approved on June 4, 2005, the Lenders have signed Master Restructuring
Agreement (''MRA'') for restructuring of their Debts and Security
Trusteeship Agreement, whereby the Lenders have entered into an
agreement and appointed IDBI Trusteeship Services Limited (herein after
referred as ITSL) as their custodian of security. On November 11,
2005, the charges were registered in favour of the ITSL for Rupee Term
Loans, for providing Specific Credit Facility, for Working Capital
Assistance and Zero % Secured OFCDs. The same are secured by first pari
passu charge on immovable properties of the Company situated at
Kandivali (East), Mumbai and properties situated at Mohali & Jalandhar
under equitable mortgage, first pari passu charge of hypothecation of
movable properties of the Company including movable plant & machinery,
machinery spares, tools & accessories and other movables including book
debts by way of hypothecation, both present and future. Further, the
same are also secured by assignment of all rights, title, benefits,
claims and interest in, under the project documents, insurance
policies, all statutory, government and regulatory approvals,
permissions, exemptions and waivers on pari passu basis. Subsequently,
pursuant to the reworked restructuring scheme approved under CDR
mechanism on June 24,2005, the Company has entered. into amendatory
Master Restructuring Agreement and amendatory Security Trusteeship
Agreement (''STA'') on March 9, 2006, whereby Centurion Bank of Punjab
has also joined as one of the lenders and has agreed to appoint ITSL as
their custodian for security and signed the STA in line with other
lenders in consortium.
On the request of the Company, Corporate Debt Restructuring Cell
(''CDR'') vide their letter No. CDR (JCP) No. 138 / 2009-10 (''CDR
Letter'') dated May 20, 2009 has approved the interim revised
restructuring package. The revised restructuring package inter alia
includes funding of interest from July 1, 2008 to October 31, 2009 on
simple interest basis. Funded Interest on Term Loan (''FITL'') would not
carry any interest and the FITL shall be repaid in 16 equal monthly
installments commencing from December 1, 2009, and has rescheduled the
principle installments from August 1, 2008 to November 1, 2009 so as to
be repayable from December 1, 2009 to March 1, 2011. Corporate Debt
Restructuring (''CDR'') cell vide their letter no CDR (JCP) No.
563/2009-10 dated August 13, 2009 has approved a new restructuring
package, which includes the induction of strategic investor/ change of
management and settlement proposal for Term Lenders. All the term
lenders have given their acceptance to the new restructuring package.
The CDR has been made effective from April 1, 2009 and accordingly an
amount of Rs. 373,097,077 towards FITL from July 1, 2008 to March 31,
2009 has been considered as term loan. In accordance with the new
restructuring package an amount of Rs. 256,829,422 has been considered
as Interest for the year ended March 31, 2010, and reversed the
provision for interest of Rs.1,025,846,205, the differential between
interest paid and interest accrued on yield basis as per old CDR
scheme.
During the year the Company has allotted 15,984,543, 2% Cumulative
Redeemable Preference Shares of Rs. 100 each aggregating to Rs.
1,598,454,300 on November 9, 2010, to Financial Institution/Banks in
conversion of 25% of their outstanding loans as on April 01, 2009 in
terms of new CDR Scheme in compliance with the New CDR Scheme the
company has repaid on July 06, 2010 and July 07, 2010 an amount of Rs.
1,598,454,522 being 25% of their outstanding loans as on April 01, 2009
in terms of New CDR Scheme and the Company is required to allot secured
Non-Convertible Debenture (''NCD'') of an amount aggregating to Rs.
3,196,909,043 equivalent to 50% of their outstanding loans as on April
01, 2009, which shall be issued and the terms of the Revised CDR Scheme
shall be implemented on the completion of such approvals and conditions
precedent.
(b) The above mentioned security has been further extended to the
amount of loans, working capital assistance, specific facility and
OFCDs together with the interest, compound interest, additional
interest, default interest, costs, charges, expenses and any other
monies payable by the Company in relation thereto and in terms with MRA
and ST A entered into between the lenders and ITSL.
(c) Vehicle Loans of Rs. 351,802 (March 31,2010 - Rs. 1,341,082) are
secured by way of exclusive hypothecation charge in favour of bank on
the specific assets acquired out of the loan proceeds of the Company.
These loans are repayable in monthly instalments and shall be repaid by
2012. Vehicle loans repayable within one-year amounts to Rs. 300,060.
Interest rates on vehicle loans vary from 9.65% per annum to 12.15% per
annum. The average tenure of loan is 36 months.
9. Unsecured Loans
(a) On October 16, 2004, the Company issued 1,667,761 zero %
Non-Convertible Debentures (''NCDs'') of Rs. 100 each in lieu of interest
accrued on term loans from a financial institution and a bank for the
period April 1, 2003 to December 31, 2003. The NCDs earlier redeemable
at par on March 31, 2014, are now redeemable at par on March 31, 2016
after repayment of the term loans as per revised CDR Scheme effective
from April 1, 2005.
(b) On February 8, 2005, the Company has entered into a buyer''s credit
loan agreement with The Export Import Bank of China to facilitate
payment to one of its equipment supplier for a total amount of Rs.
544,131,662 (US$ 12,134,961). As on March 31, 2010, the Company has
utilized Rs. 527,470,587 (US$ 12,061,985) of this facility. The
facility is secured by Financial Bank guarantee of Rs. 108,825,514 and
by a Corporate Guarantee of Rs. 544,131,662 given by Himachal
Futuristic Communications Limited erstwhile Holding Company, on pari
passu basis with other lenders. During the year the Company on July 21,
2010 has fully repaid the amount outstanding towards the Buyer''s Credit
Loan.
(c) The Company under the terms of the agreement dated May 1, 2007 had
taken convertible loan to facilitate expansion and development of
businesses amounting to Rs. 499,499,886 from Infotel Digicomm Private
Limited. The convertible loan is repayable on demand; Infotel Digicomm
Private Limited shall have an option to convert the Loan into Equity
Shares, subject to getting necessary approvals and subject to
applicable pricing guidelines as per SEBI and other laws and
regulations. On September 16, 2009 Infotel Digicomm Private Limited
(TDPL'') has entered into an assignment agreement with Domebell
Electronics India Private Limited (''DEIPL''), wherein IDPL has assigned
the above convertible loan of Rs. 499,499,886 to DEIPL. All the terms
and conditions relating to the convertible loan has remained the same.
The interest accrues at the end of each quarter. During the year ended
March 31, 2010 the Company has provided for interest amounting to Rs.
14,984,997 @ 12% to IDIPL for the three months ended June 30, 2009.
DEIPL on the basis of the assignment agreement dated September 16, 2009
has a right on the interest accruing from July 1, 2009 onwards, DEIPL
have agreed to waive off the interest from July 1, 2009 till March 31,
2011, therefore no provision for such interest has been made by the
Company.
(d) The Company under the terms of the agreement dated May 1, 2007 had
taken buyer''s credit facility to facilitate funding of the telecom
project amounting to Rs. 410,740,832 from Infotel Business Solutions
Limited. The loan carries 12% interest and is repayable on demand.
Infotel Business Solutions Limited has the option to convert the loan
including interest accrued into equity shares, subject to applicable
pricing guidelines as per SEBI and other laws and regulations. On
September 16, 2009 Infotel Business Solutions Limited (TBSL'') has
entered into an assignment agreement with Domebell Electronics India
Private Limited (''DEIPL''), wherein IBSL has assigned the above buyer''s
credit facility of Rs. 410,700,000 to DEIPL. All the terms and
conditions relating to the buyer''s credit facility has remained the
same. The interest accrues at the end of each quarter. During the year
ended March 31, 2010 the Company has provided for interest amounting to
Rs. 12,322,225 @ 12% to IBSL for the three months ended June 30, 2009
and accordingly DEIPL on the basis of the assignment agreement dated
September 16,2009 has a right on the interest accruing from July 1,
2009 onwards DEIPL has agreed to waive off the interest from July 1,
2009 till March 31, 2011, therefore no provision for such interest has
been made by the Company.
(e) The Company during the year has received an unsecured loan on July
06, 2010 of Rs. 1,598,500,000 @ 8% per annum, the interest accrues at
the end of each quarter. The lender has agreed to waive off the
interest from July 06,2010 to March 31, 2011, therefore no provision
for said interest has been made by the Company.
10. Fixed Assets and Capital work-in-progress
(a) Capital Work-in-Progress includes Goods in Transit of Rs. 2,299,900
(March 31,2010 - Rs. 20,106,204).
(b) As on March 31, 2011, telephone instruments aggregating to a net
book value of Rs. 121,711,778 (March 31, 2010 - Rs. 155,534,655) and
other assets aggregating to net book value of Rs. 1,105,736,867 (March
31, 2010 - Rs. 238,604,630) are located at customer premises, other
parties and at other operator''s sites, respectively.
11. Investments
During the year ended March 31, 2009 the Company has incorporated a
Subsidiary Company Infotel Tower Infrastructure Private Limited with an
Investment of Rs. 99,800. The principal business of the Company is
building, establishing, setting-up, accruing, developing, advising on,
managing, providing, operating and/or maintaining, facilitating conduct
of, fully or partially infrastructure facilities and services thereof
for all kinds of value added services including broadband towers for
telecom operations/ services, payment gateway services and
international gateway services. During the year the Company has
acquired beneficial interest in the remaining 20 equity shares which
were earlier held by the subscribers to the Memorandum of Association.
Consequently, the company now holds 100% of the issued equity share
capital in the subsidiary company.
12. License Entry Fees
During the year ended March 31, 2008, the Company has deposited the
entry fee of Rs. 1,517,500,000 with The Department of Telecommunication
(''DOT'') for the use of GSM Technology in addition to CDMA technology
being used under the existing Unified Access Services Licence (''UASL'')
for the Punjab Service Area. The UASL has since been amended to
incorporate the license for use of GSM technology on January 15, 2008
vide DOT''s letter number F.No.10-15/2004/ BS.II/HITL/Punjab/17 dated
January 15, 2008. The Company has launched its GSM services on March
29, 2010 in Punjab Circle.
13. Inventory for Network Maintenance
The Company holds inventory of network maintenance consumables and RUIM
cards amounting to Rs. 23,088,275 (March 31, 2010 - Rs. 24,064,756).
The quantity and valuation of inventory is taken as verified, valued
and certified by the management.
14. Deferred Taxes
During the year, the Company has incurred losses of Rs. 2,236,667,344
(accumulated losses of Rs. 13,636,994,938) resulting into a tax loss
carry forward situation. The Company is eligible for a tax holiday
under section 80IA of the Income-tax Act, 1961. Though the management
is confident of generating profits in the future, there is currently no
convincing evidence of virtual certainty that the Company would reverse
the tax loss any forwards beyond the tax holiday period. Accordingly,
the Company has not recognized any deferred tax assets resulting from
the carry forward tax losses. Further, no deferred tax liabilities on
account of temporary timing differences have been recognized since they
are expected to reverse in the tax holiday period.
15. Current Liabilities and Provisions
a) Sundry Creditors include amount payable to Micro and Small
Enterprises as at March 31,2011 of Rs. 103,716 (March 31, 2010 - Rs.
1,980,142). The information as required to be disclosed under the
Micro, Small and Medium Enterprises Development Act, 2006 has been
determined to the extent such parties have been identified on the basis
of information and records available with the Company.
b) During the year ended March 31, 2008, the Company had obtained
advance of Rs. 1,517,500,000 to fund the entry fee for using GSM
Technology under the existing Unified Access Services License (UASL)
for Punjab Service Area. The amount of aforesaid advance is adjustable
or refundable on such terms and conditions as may be mutually agreed.
No interest is payable on the said advance.
17. Operating leases
A. Company as a Lessee
The Company has entered into various cancelable lease agreements for
leased premises. Gross rental expenses for the year ended March 31,
2011 is Rs. 60,588,535 (March 31,2010 - Rs. 58,224,713).
The Company has entered into site sharing agreements with other
operators for sharing of their infrastructure sites. During the year,
the Company has incurred Rs. 549,466,428 (March 31, 2010 - Rs.
267,620,888) towards infrastructure sharing expenses.
The escalation clause includes escalation at various periodic levels
ranging from 0 to 50%, includes option of renewal from 1 to 99 years
and there are no restrictions imposed on lease arrangements.
B. Company as a Lessor
The Company has entered into cancellable site sharing agreements with
other operators for sharing of its infrastructure sites. During the
year, the Company has accrued Rs. 4,557,384 (March 31, 2010 - Rs.
4,437,292) towards site sharing revenue.
The Company has entered into a non-cancellable lease arrangement to
provide approximately 7,814.27 Fibre pair kilometres of dark fibre on
indefeasible right of use (IRU) basis for a period of 15 years. The
gross block, accumulated depreciation and depreciation expense of the
assets given on IRU basis is not readily determinable and hence not
disclosed.
In respect of such leases, rental income of Rs. 35,810,133 (March 31,
2010 - Rs. 33,956,731) has been recognised in the profit and loss
account for the year ended March 31, 2011.
18. Segmental Reporting
The primary reporting of the Company has been performed on the basis of
business segments. The Company has only one business segment, which is
provision of unified telephony services. Accordingly, the amounts
appearing in these financial statements relate to this primary business
segment. Further, the Company provides services only in the State of
Punjab (including Chandigarh and Panchkula) and, accordingly, no
disclosures are required under secondary segment reporting.
20. Unclaimed deposits from public
During the year ended March 31, 2004, the Company surrendered its
licence granted by Reserve Bank of India (''RBI'') to carry out NBFC
business. Accordingly, the Company foreclosed all the unpaid/unclaimed
deposits as on September 15, 2003 and the interest accruing thereon as
on that date, and the same have been transferred to the Escrow Account
in February 2004. On May 24, 2004, the RBI approved the cancellation of
the Company''s certificate of NBFC registration and provided certain
directives to the Company to be complied with, pending completion of
which, the Company would continue to be governed by the relevant
provisions of the Reserve Bank of India Act, 1934 and various
directions/instructions issued by RBI from time to time. [Refer
Schedule 11 & 14 and Schedule 22, Note 1(a))]. On August 10, 2004, the
Company has obtained the approval of the shareholders for the removal
of NBFC related objects from the Memorandum of Association. Further,
the Company submitted a letter dated July 7, 2004 for compliance and
RBI vide its letter dated July 30, 2004 gave some concessions from
compliance and has advised the Company to follow certain instructions
till the balance in the escrow account is settled. The Registrar of
Companies, Jalandhar, is yet to register the resolution of the
shareholders due to delay in filing of the documents, for which the
Company has moved an application to Central Government for condo nation
of delay. Ministry of Company Affairs vide letter No. 17/23/2005-CL.V
dated 07th July, 2005 has granted a condonation for filing of form 23,
which was submitted to Registrar of Companies, Jalandhar vide letter
No. HITL/C&L/S-31/05/347 dated July 13, 2005 and the registration
certificate is yet to be obtained.
21. Debenture redemption reserve
Pursuant to the CDR scheme on October 16, 2004, the Company has issued
OFCDs aggregating to Rs. 166,776,100 repayable as on March 31, 2016. As
per section 117C (1) of the Companies Act, 1956, a debenture redemption
reserve (''DRR'') is to be created to which adequate amounts are to be
credited out of the profits of each year until such debentures are
redeemed.
During the year, the Company has incurred loss of Rs. 2,236,774,666.
Hence, in accordance with the clarification received from the
Department of Company Affairs vide circular No. 6/3/2001-CL.V dated
April 18, 2002, the Company has not created Debenture redemption
reserve.
22. Employee Benefits
(a) During the year, the Company has recognized the following amounts
in the Profit and Loss Account
Defined Benefit Plans
The employee''s gratuity fund scheme managed by Life Insurance
Corporation of India and ICICI Lombard General Insurance Company
Limited is a defined benefit plan and the same is 100% funded. The
present value of obligation is determined based on - actuarial
valuation using Project Unit Credit Method, which recognizes each
period of service as giving rise to additional unit of employee benefit
entitlement and measures each unit separately to build up the final
obligation. The obligation for leave encashment is recognised in the
same manner as gratuity.
Experience adjustments are Nil and have not been disclosed as required
under para 120 of Accounting Standard 15 relating to Employee benefits.
The Company expects to contribute Rs. 926,120 towards employers''
contribution for funded defined benefit plans in 2010-11.
d) The expected rate of return on plan assets was based on the average
long-term rate of return expected to prevail over the next 15 to 20
years on the investments made by the LIC. This was based on the
historical returns suitably adjusted for movements in long-term
government bond interest rates. The discount rate is based on the
average yield on government bonds of 20 years,
e) The Company made annual contributions to the LIC of an amount
advised by the LIC. The Company was not informed by LIC of the
investments made by the LIC or the break-down of plan assets by
investment type.
f) The estimates of rate of escalation in salary considered in
actuarial valuation , taken into account inflation, seniority,
promotion and other relevant factors . including demand and supply in
the employment market. The above information is certified by the
actuary.
23. The Company is primarily engaged in the business of providing
telecommunication services. The production and sale of such services is
not capable of being expressed in any generic unit. Hence, other
information pursuant to the provisions of the paragraph 3,4C and 4D of
Part II Schedule VI of the Companies Act, 1956 are not applicable to
the Company.
24. Changeover of Management.
a) Securities Exchange Board of India (''SEBI'') has, vide its Order No.
WTM/KMA/CFD/233/03/2010 dated March 3,2010, granted an exemption to M/s
Quadrant Enterprises Private Limited, - (''QEPL''), from the
applicability of Regulation 10 & 12 of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997, for acquiring
32,67,05,000 (Thirty Two Crores Sixty Seven Lac and Five Thousand only)
equity shares of the Company (''Shares'') amounting to 53.3605%
(approximately fifty three percent) of the issued, subscribed and paid
up share capital of the Company, from the Company Himachal Futuristic
Communications limited (''HFCL''). The Order has been passed pursuant to
the proposal for change of management sanctioned by the Corporate Debt
Restructuring Cell in terms of its letter No. CDJ (JCP) No. 563/2009-10
dated August 13, 2009. The aforesaid shares have been acquired on April
3,2010.
b) In line with the stipulations of the CDR package as approved by the
CDR Cell vide its Letter no. BY. CDR(JCP) No. 563/2009-10 dated August
13, 2009 stipulating a change in the management of the Company, the
existing Directors except the nominees of Financial Institutions had
resigned from the Board and therefore to complete the process of change
in the management of the Company, as per the stipulations of the CDR
package, the senior management team comprising of Mr. Surendra Lunia,
Chief Executive Officer, Mr. G.D. Singh, Chief Operating Officer, and
Mr. Vikash Agarwal, Vice President (Corporate Finance) and Chief
Financial Officer have resigned from the Company on April 09,2010.
25. Previous year figures have been regrouped where necessary to
conform to this year classification.
The Schedule referred to above and the Notes to Financial Statement
form an integral part of the Balance Sheet. |